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					                            DEED
                          between the

      COMMONWEALTH OF AUSTRALIA
                              and
    Researcher Party name in Times New Roman 14pt bold
                              and


                              and


                              and


                              and


                              and


                              and


to terminate an agreement in relation to a research centre named

            Cooperative Research Centre for


                       supported under

  THE COOPERATIVE RESEARCH CENTRES PROGRAMME




                                    [Name of CRC] – Deed of Termination March 2007
TABLE OF CLAUSES

PARTIES

RECITALS

1.   INTERPRETATION

2.   TERMINATION OF ORIGINAL COMMONWEALTH AGREEMENT

3.   EFFECT OF TERMINATION OF THE ORIGINAL COMMONWEALTH
     AGREEMENT

4.   UNEXPENDED GRANT

5.   INDEMNITY

6.   DEED

7.   COUNTERPARTS




                                 [Name of CRC] – Deed of Termination March 2007
THIS DEED is made on the ________________ day of ________________ 2007

between the

COMMONWEALTH OF AUSTRALIA, represented by the Department of Education,
Science and Training [ABN 51 452 193 160] (“the Commonwealth”) of the one part

and
Researcher Party Name (12 pt Times New Roman bold)
[ABN 00 000 000 000], address etc as per original Commonwealth Agreement or variation
and
Researcher Party Name (12 pt Times New Roman bold)
[ABN 00 000 000 000], address etc as per original Commonwealth Agreement or variation
and
Researcher Party Name (12 pt Times New Roman bold)
[ABN 00 000 000 000], address etc as per original Commonwealth Agreement or variation
and
Researcher Party Name (12 pt Times New Roman bold)
[ABN 00 000 000 000], address etc as per original Commonwealth Agreement or variation
and
Researcher Party Name (12 pt Times New Roman bold)
[ABN 00 000 000 000], address etc as per original Commonwealth Agreement or variation
and
Researcher Party Name (12 pt Times New Roman bold)
[ABN 00 000 000 000], address etc as per original Commonwealth Agreement or variation
and
Researcher Party Name (12 pt Times New Roman bold)
[ABN 00 000 000 000], address etc as per original Commonwealth Agreement or variation
and
Researcher Party Name (12 pt Times New Roman bold)
[ABN 00 000 000 000], address etc as per original Commonwealth Agreement or variation


(collectively called “the Researcher”) of the other part.




                                                   [Name of CRC] – Deed of Termination March 2007
RECITALS:

A.    By agreement dated <insert date> and varied on <insert date> (the Original
      Commonwealth Agreement) the persons collectively described as “the Researcher”
      entered into an agreement with the Commonwealth to establish and operate a research
      centre presently known as the

      “Cooperative Research Centre for”.

B     The Commonwealth and the Researcher have agreed to terminate the Original
      Commonwealth Agreement with effect from 30 June 2007.

C.    The Commonwealth has agreed to enter into another Agreement (the New
      Commonwealth Agreement) for funding a new Centre to be known as the

      “Cooperative Research Centre for” (New from Existing CRC).


OPERATIVE PART:

1.    INTERPRETATION

1.1   In this agreement, unless a contrary intention appears:

      “Original Commonwealth Agreement” means the agreement referred to in Recital A;
      “New from Existing CRC” means the Cooperative Research Centre referred to in
      Recital C.
      “New Commonwealth Agreement” means the agreement referred to in Recital C; and
      “Unexpended Grant Amount” referred to in clause 4.2, is calculated by multiplying the
      amount of the monies remaining in the Account by the proportion that the Grant monies
      paid by the Commonwealth during the Grant Period bears to the total of the deposits
      paid into the Account during the Grant Period.

1.2   All capitalised terms in this Deed (other than those defined in clause 1.1) have the same
      meaning as defined in the Original Commonwealth Agreement.

2.    TERMINATION OF ORIGINAL COMMONWEALTH AGREEMENT

2.1   Notwithstanding any other provision in this Deed, this Deed will not have effect until
      the New Commonwealth Agreement has been executed by all parties to that
      Agreement.

2.2   Subject to clause 2.1, the Original Commonwealth Agreement is terminated as from 30
      June 2007.

2.3   Notwithstanding any other provision of this Deed, clauses of this Deed do not affect the
      rights and obligations of the parties arising or accruing under the Original
      Commonwealth Agreement prior to the date on which this Deed takes effect under
      clause 2.1.

                                                   [Name of CRC] – Deed of Termination March 2007
3.    EFFECT OF TERMINATION OF THE ORIGINAL COMMONWEALTH
      AGREEMENT

3.1   Notwithstanding that this Deed terminates the Original Commonwealth Agreement, the
      Researcher is not required to comply with clauses 15A.1, 15A.2 and 15A.3 of the
      Original Commonwealth Agreement.

3.2   On the termination of the Original Commonwealth Agreement the Researcher must do
      all things reasonably required by the Commonwealth to ensure orderly transition to the
      New from Existing CRC.

3.3   Within 4 months of the termination of the Original Commonwealth Agreement the
      Researcher must prepare and provide reports in accordance with clause 14, 14A and
      14B of the Original Commonwealth Agreement as if the Agreement was terminated
      under clause 15 of that Agreement.

3.4   For the avoidance of doubt, the termination of the Original Commonwealth Agreement
      will mean that the Commonwealth is not obliged to make any further payments to the
      Researcher under the Agreement, including Grant instalments which were to be payable
      after the termination date.

4.    UNEXPENDED GRANT

4.1   For a period of up to 3 months after the termination of the Original Commonwealth
      Agreement the Researcher may draw from the Account amounts necessary to meet
      commitments properly made prior to the termination of the Original Commonwealth
      Agreement.

4.2    Subject to clauses 4.3 and 4.4, within 3 months of the termination of the Original
      Commonwealth Agreement the Researcher must pay to the company established to
      govern the New From Existing CRC (the Company) the Unexpended Grant Amount.

4.3   The Commonwealth may, at its absolute discretion, give written directions to the
      Researcher regarding its dealings with the Unexpended Grant Amount, including a
      direction that the Unexpended Grant Amount be paid to the Commonwealth instead of
      the Company. The Researcher must comply with any such written directions from the
      Commonwealth.

4.4   In the event that the Unexpended Grant Amount exceeds $250,000 the Researcher must
      inform the Commonwealth in writing of the amount of the Unexpended Grant Amount
      prior to paying any of that amount to the Company and must seek written directions
      from the Commonwealth in regard to its treatment of the Unexpended Grant Amount.

4.5   A commitment referred to in clause 4.1 will not have been properly made if:
      (a) it was made in breach of clause 5 of the Original Commonwealth Agreement; or
      (b) the resultant expenditure is likely to occur more than 3 months after the termination
      of the Original Commonwealth Agreement.




                                                    [Name of CRC] – Deed of Termination March 2007
4.6   Notwithstanding clauses 4.1 to 4.5, upon the written request of the Researcher the
      Commonwealth may, at its absolute discretion, permit the monies that would otherwise
      be required to be paid to the Company or the Commonwealth in accordance with clause
      4.2 to be retained by the Researcher to be used in accordance with a purpose agreed by
      the Commonwealth and permitted under the terms of the Original Commonwealth
      Agreement.

4.7   If the Commonwealth agrees to a request by the Researcher under clause 4.6 and
      monies so retained by the Researcher under clause 4.6 are not fully used for the purpose
      agreed to by the Commonwealth within any timeframe for such use specified by the
      Commonwealth, or are used for a purpose not permitted by the Commonwealth, the
      Researcher must pay immediately to the Commonwealth the portion of those monies
      that are not used in accordance with the agreed purpose, such amount being a debt due
      to the Commonwealth without further proof of the debt by the Commonwealth.

5.    INDEMNITY

5.1   In addition to any clauses that either expressly or by implication survive the termination
      of the Original Commonwealth Agreement, the indemnity provided by the Researcher
      under clause 19 of the Original Commonwealth Agreement will survive the termination
      of the Original Commonwealth Agreement.

6.    DEED

6.1        This document is executed as a deed.

7.    COUNTERPARTS
7.1        This Deed may be signed by the Researcher in several counterparts. When
           signed by the Commonwealth, each signed counterpart is taken to be an
           original of this Deed.




                                                   [Name of CRC] – Deed of Termination March 2007
EXECUTED AS A DEED BY THE PARTIES on ……………………………
[insert date on which the Commonwealth executes the Deed, as the last party to execute]



EXECUTED AS A DEED
for and on behalf of
THE COMMONWEALTH OF AUSTRALIA
by Official’s Name
the Official’s Title
of Official’s Workplace                                 _____________________________
of the Department of Education, Science and Training


in the presence of

_____________________________ [Witness Signature]

_____________________________ [Witness Name]

_____________________________ [Date]




                                                  [Name of CRC] – Deed of Termination March 2007
Selecting the correct Signature Block for a Party
Insert Signature blocks one per page for each of the parties to this Deed as they are listed at
the start of this Deed.




Where a Party is NOT a company
If a Party is not a company then use the following Signature Block:

EXECUTED AS A DEED
for and on behalf of

[enter party name here]

by its duly authorised officer

_____________________________
name of officer
                                                          _____________________________
_____________________________
position of officer



in the presence of

_____________________________ [Witness Signature]

_____________________________ [Witness Name]

_____________________________ [Date]




                                                     [Name of CRC] – Deed of Termination March 2007
Where a Party IS a company
If a Party is a company then use the following Signature Block. A company must have two of
its directors sign below. Alternatively if there is only one Director, then it needs to be signed
by the Director and the Company Secretary. If there is only one Director, who is also the
Company Secretary, then only that person needs to sign.

EXECUTED BY
[insert Company Name]


____________________________                              ____________________________
Signature                                                 Signature

____________________________                              ____________________________
Date                                                      Date

____________________________                              ____________________________
Full name (please print)                                  Full name (please print)


____________________________                              DIRECTOR
Position (Director or Secretary)

Where only one person signs above then that person warrants that they are the sole Director
and Secretary of the company.



In the Presence of:                                       In the Presence of:

____________________________                              ____________________________
WITNESS                                                   WITNESS

____________________________                              ____________________________

Please print full name and occupation or profession of witnesses above.




                                                    [Name of CRC] – Deed of Termination March 2007

				
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