10. DIRECTOR

10.1 The Director of the Centre is to be appointed and removed by the Board and shall exercise his office for as long as the Board determines.

10.2 CSIRO agrees to appoint the Director as one of its employees for the term of the directorship and to fund the position of Director.

10.3 The Director may resign office by giving three month's written notice to the Board.

10.4 The Director's role is to:

(b) ensure that the Activities are carried out in accordance with the Annual Budget;

(d) report to the Board on all the Activities;

(e) represent, as authorised by the Board, the Centre in external dealings with others;

(f) approve temporary (less than one year) appointments to the Centre;

(g) facilitate and co-ordinate liaison between the Centre research personnel and the Parties;

(h) carry the primary financial delegation from the Board;

(i) supervise staff engaged in the Activities;

(j) work with the Program Leaders to develop and maintain the Programs;

(k) allocate the Contributions to each Program in accordance with the Annual Budgets;

(l) manage the business support facilities of the Centre;

(m) ensure that the Parties' Contributions are provided to the Centre as pledged and that the record of Contributions in Schedule A is updated at least annually with the approval of the Board;

(n) prepare or arrange for the preparation of the Annual Budget and separate budgets for each Activity;

(o) identify additional personnel requirements of the Centre and arrange for the secondment, release or appointment of the same subject to the approval of the Board;

(p) monitor the performance of the Centre in carrying out the Activities against the Performance Indicators, the Objectives and Annual Budgets;

(q) monitor and assess the performance of the Centre Agent, Seconded Personnel, the Activities and the Centre generally against the Performance Indicators and report such performance to the Board as and when the Board determines;

(r) monitor and assess the performance of any third parties involved in the Commercialisation of Centre Intellectual Property against any performance criteria stipulated in the Commercialisation Agreement and report such performance to the Board as and when the Board determines;

(s) approve monetary reimbursement to the Centre Agent for expenses properly incurred by it in carrying out its functions under this Agreement and the Centre Agent;

(t) ensure that the Parties effect and maintain all usual insurances for reasonable amounts approved by the Board in relation to a Party's Assets and Equipment contributed to a Program, the conduct of a Program and the Seconded Personnel engaged in a Program;

(u) carry out the decisions of the Board;

(v) carry out such other duties as are ascribed to the Director under this Agreement; and

(w) perform such other functions as are determined by the Board.

10.5 The Director shall not be responsible to the Parties for any liability, loss, harm, damage, cost or expense (including legal fees) that the Parties may suffer, incur or sustain arising out of the Programs or the tasks of the Director in performing its duties or obligations under or by virtue of this Agreement, except to the extent that such liability, loss, harm, damage, cost or other expense arises from the Director's wilful misconduct, bad faith or negligence.

10.6 The Parties hereby irrevocably and unconditionally indemnify and undertake and agree to keep indemnified and save harmless the Director from and against any and all liability, loss, harm, damage, cost or expense (including legal fees) that the Director may suffer, incur or sustain as a result of any suit, claim or demand brought or made against the Director and arising out of the activities of the Director in performing his or her duties or obligations as the Director under or by virtue of this Agreement except to the extent that such liability, loss, harm, damage, cost or expense arose from the Director's wilful misconduct, bad faith or negligence.