Extension Deed for an Agreement

							                            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 [insert name]


                       supported under

   THE COOPERATIVE RESEARCH CENTRES PROGRAM




                           [Name of the existing CRC] – Deed of Termination [insert date]
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.   COSTS

7.   DEED

8.   COUNTERPARTS




                           [Name of the existing CRC] – Deed of Termination [insert date]
THIS DEED is made on the ________________ day of ________________ 2009

between the

COMMONWEALTH OF AUSTRALIA, represented by the Department of Innovation,
Industry, Science and Research [ABN 74 599 608 295] (“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 the existing CRC] – Deed of Termination [insert date]
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 [insert name]”.

B     The Commonwealth and the Researcher have agreed to terminate the Original
      Commonwealth Agreement with effect from [insert date].

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

      “Cooperative Research Centre for [insert name]” (Extension CRC).


OPERATIVE PART:

1.    INTERPRETATION

1.1   In this agreement, unless a contrary intention appears:

      “Deed” means this deed of termination between the Commonwealth and the
      Researcher;
      “Extension CRC” means the Cooperative Research Centre referred to in Recital C.
      “New Commonwealth Agreement” means the agreement referred to in Recital C;
      “Original Commonwealth Agreement” means the agreement referred to in Recital A;
      “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
      Commonwealth Funding paid by the Commonwealth during the Funding Period bears
      to the total of the deposits paid into the Account during the Funding Period.
      “Recipient” means the company or agent that will sign the New Commonwealth
      Agreement on behalf of the Extension CRC.

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
      [insert date].




                                         [Name of the existing CRC] – Deed of Termination [insert date]
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.

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 16.1, 16.2 and 16.3 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
      Extension 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 13 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 or agent that will
      sign the New Commonwealth Agreement on behalf of the Extension CRC (the
      Recipient) 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 Recipient. 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 Recipient and must seek written directions
      from the Commonwealth in regard to its treatment of the Unexpended Grant Amount.




                                        [Name of the existing CRC] – Deed of Termination [insert date]
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.

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 Recipient 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 being provided 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 20 of the Original Commonwealth Agreement will survive the termination
      of the Original Commonwealth Agreement.

6.    COSTS

6.1   Each party must pay its own costs incurred in relation to this Deed.

7.    DEED

7.1         This document is executed as a deed.

8.    COUNTERPARTS
8.1        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 the existing CRC] – Deed of Termination [insert date]
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 Innovation,
Industry, Science and Research


in the presence of

_____________________________ [Witness Signature]

_____________________________ [Witness Name]

_____________________________ [Date]




                                        [Name of the existing CRC] – Deed of Termination [insert date]
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 the existing CRC] – Deed of Termination [insert date]
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 the existing CRC] – Deed of Termination [insert date]