"Activities" means the research, curatorial, informative, educational and commercial activities of the Centre specified in Schedule D and includes the Programs;
"Advisory Committee" means a committee appointed under clause 13;
"Annual Budget" means the annual budget for the Centre prepared and approved under clause 15;
"Annual Contribution", in relation to a Party, means that part of the Party's Contribution to be made available to the Centre in a particular Financial Year as determined under clause 15.4, and "Annual Contributions" means the aggregate of the Annual Contribution of each of the Parties;
"Asset" means an item of real or personal property but does not include Intellectual Property;
"Background Intellectual Property" means that Intellectual Property which is made available for the Activities by a Party, either at the Commencement Date or during the Term of the Centre, and which has been adequately identified by that Party before being so made available;
"Board" means the Board of the Centre established under clause 8;
"Centre" means the Centre for Plant Biodiversity Research and Australian National Herbarium;
"Centre Agent" means the Party or other person appointed by the Parties under clause 17;
"Centre Intellectual Property" means Intellectual Property developed as a result of the Activities;
"Centre Resources" means the resources made available to the Centre, including the Contributions and any resources provided by third parties;
"Centre Title" means the name of the Centre specified in Recital B;
"Commencement Date" means the date of this Agreement;
"Commercialise" in relation to Intellectual Property means to develop, manufacture, use, sell, offer to sell or hire the Intellectual Property or, in respect of a product resulting from that Commercialisation, to use, manufacture, hire, sell or otherwise dispose of the product, or keep it for the purpose of doing any of these things or permit or license any other person to do any of these things and "Commercialisation" shall be similarly construed;
"Confidential Information" means all trade secrets and know-how, financial information and other commercially valuable information of whatever description and in whatever form (whether written or oral, visible or invisible) but excludes the interpretation, analysis and application of general information in the public domain;
"Contribution", in relation to a Party, means all of the monies, Assets, Seconded Personnel, Premises, Equipment and services to be contributed by the Party to the Centre, but does not include any Intellectual Property, and "Contributions" means the aggregate of the Contribution of each of the Parties;
"Deputy Director" means the person appointed to act as deputy to the Director under clause 11;
"Director" means the director of the Centre appointed under clause 10;
"Equipment" means the equipment specified in Schedule B to be made available by the Parties as part of the Contributions;
"Executive Committee" means the executive committee of the Centre appointed under clause 14;
"Financial Year" means a period of twelve months or part thereof ending on 30 June;
"Intellectual Property" includes all copyright and neighbouring rights, and all rights in relation to inventions, plant varieties, registered and unregistered trade marks (including service marks), registered designs, Confidential Information and circuit layouts, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields;
"Objectives of the Centre" means the objectives listed in clause 3;
"Party" means a party to this Agreement at the Commencement Date and includes any person admitted to be a new member of the joint venture forming the Centre under clause 32;
"Patent" means any copyright and/or any plant variety and/or patent application arising from the Activities filed in Australia or in any foreign jurisdiction including any and all continuations, continuations in part or divisions thereof or any substitute applications thereof and for any and all plant variety rights and/or patents, granted or released as a result of such applications and all such copyrights subsisting;
"Performance Indicators" means those criteria for measuring whether the Centre is achieving its Objectives, as specified in Schedule F;
"Premises" means the premises specified in Schedule B to be made available by the Parties as part of the Contributions;
"Program" means a research, training or Commercialisation program specified in Schedule D to be carried out as part of the Activities;
"Program Leader" means a person appointed by the Board under clause 20 to act as leader of a Program;
"Rules" means the enacting legislation and provisions thereunder, Memorandum and Articles of Association or any other form of provisions or policy statements governing the organisation and operation of a Party;
"Seconded Personnel" means the personnel of a Party to be seconded by it to the Centre as part of that Party's Contribution, as listed in Schedule C;
"Secretary" means the person appointed to act as secretary of the Centre under clause 12;
"Term of the Centre" means the period ascertained in accordance with clause 5.
1.2 In this Agreement, unless the context indicates to the contrary:
(b) references to any Party to this Agreement shall include the Party's legal successor (including executors and administrators) and permitted assigns;
(c) words importing the singular shall include the plural (and vice versa) and words denoting a given gender shall include all other genders;
(d) clause headings and notes in square brackets are inserted for convenience only, and have no effect in limiting or extending the language of provisions, except for the purpose of rectifying any erroneous cross reference;
(e) references to any document or agreement shall be deemed to include references to such document or agreement as amended, novated, supplemented, varied or replaced from time to time;
(f) references to any legislation or to any provision of any legislation shall include any modification or re-enactment of such legislation or any legislative provision substituted for, and all legislation and statutory instruments issued under such legislation;
(g) all attachments to this Agreement shall form part of this Agreement;
(h) all monetary amounts referred to in this Agreement shall be deemed to be in Australian currency;
(i) all references to clauses are references to clauses in this Agreement.