LIC Australia Terms & Conditions

Subject to any further terms and conditions imposed by LIC Australia from time to time, all LIC Semen produced or supplied by LIC Australia (directly or indirectly) is supplied subject to the following terms and conditions:

Definitions:

1.For the purpose of these terms and conditions, the following words have the following meanings:

LIC Australia means Livestock Improvement Pty Ltd (ABN 15 096 186 113).

LIC NZ means Livestock Improvement Corporation Limited (NZBN 9429039566119).

LIC Semen means semen produced or supplied (directly or indirectly) by LIC Australia.

SGL™ Offspring means male or female offspring or descendants of matings using SGL™ Product.

SGL™ Product means the LIC Semen short gestation length product marketed or specified by LIC Australia as SGL™ semen which is intended to enable cows that are mated with this semen to calve earlier than would otherwise be the case.

Acknowledgement of LIC’s rights:

2.The Client acknowledges that LIC NZ is the sole proprietor (or authorised licensee) of all intellectual property rights contained in all LIC Semen. LIC Australia is an authorised Licensee of LIC NZ with respect to the production or supply of LIC Semen in Australia.

Restrictions on use of LIC Semen:

3.When supplying the Client with LIC Semen, LIC Australia grants to the Client a non-assignable, non-exclusive one-off licence (such licence otherwise on usual industry terms) for the sole purpose of the artificial insemination of animals in Australia and ordinarily in the Client’s own Herd.

4.The Client undertakes that the LIC Semen will not be used for any purpose other than the artificial insemination of animals in Australia and ordinarily in the Client’s Herd and the Client further undertakes that the Client will not use or transport such LIC Semen outside of Australia or provide, procure or permit the use of, access to or possession of such LIC Semen by any other person within Australia (other than a director or an officer, employee or agent of the Client acting in that capacity).

5.Without limiting clauses 3 and 4 above, the Client acknowledges and agrees that

1. 1. the restraints in clauses 3 and 4 do not prevent the Client from using LIC Semen or providing such LIC Semen to a third party for the purpose of performing or undertaking an embryo transfer reproductive process on animals ordinarily in the Client’s Herd; and
   2. in the case of SGL™ Product, the relevant LIC Semen is supplied solely to facilitate a gestation period which is intended to be shorter than the usual gestation period.

6.The Client shall not, except with LIC Australia’s prior written permission, source, purchase or acquire any LIC Semen from any person who is not LIC Australia or LIC NZ, an authorised agent or distributor of LIC or otherwise deal in or use in any way for any purpose any LIC Semen sourced, purchased or acquired from such a person.

Restrictions relating to offspring from LIC Semen:

7.The Client must not, except with LIC Australia’s prior written permission, directly or indirectly:

1. 1. advertise for sale or supply, or sell or otherwise supply, or collect, deal in or use in any way for any purpose, any semen from any first-generation male offspring of matings using LIC Semen (Offspring); or
   2. use the Offspring or allow the Offspring to be used in circumstances where the Offspring are used or may be used for the collection of semen; or
   3. provide access to or possession of or dispose of the Offspring (whether born or unborn) to any person (other than a director or an officer, employee or agent of the Client, acting in that capacity) (Transferee) in circumstances where the Offspring will or may be used for the collection of semen, without first entering into a written agreement with the Transferee requiring the Transferee to observe the same obligations of the Client under this clause 7 as if the Transferee were the Client. Any breach of that requirement by the Transferee (or any subsequent transferee) will, for the purpose of this clause 7, be deemed to be a breach by the Client of this clause 7.

This restraint, which:

1. 1. does not prevent the use of the Offspring for natural matings; and
   2. applies irrespective of the means by which the Client came into possession or control of any LIC Semen, Offspring or semen from Offspring;

is reasonably required to protect the value and viability of the LIC Australia and LIC NZ artificial breeding and genetics programme, which represents a substantial and long term investment in capital, research and development, and sire proving, and which is of strategic importance to the Australian and New Zealand dairy industries.

8.The Client acknowledges that the SGL™ Product embodies valuable LIC NZ intellectual property rights, and is sold solely for the purpose of facilitating short gestation length pregnancies and SGL™ Offspring must not be bred. To that end, the Client must not, except with LIC Australia’s prior written permission, directly or indirectly:

1. 1. advertise for sale or supply, or sell or otherwise supply, or collect, deal in or use in any way for any purpose, any semen, embryo or other form of germplasm (SGL™ Germplasm) from any SGL™ Offspring; or
   2. use the SGL™ Offspring or allow the SGL™ Offspring to be used in circumstances where the SGL™ Offspring are used or may be used for the collection of  SGL™ Germplasm; or
   3. use the SGL™ Offspring or allow the SGL™ Offspring to be used where the SGL™ Offspring, or the SGL™ Germplasm of the SGL™ Offspring, is mated with any other animal using any form of breeding or reproductive technology, including (without limitation) artificial insemination, embryo transfer or natural mating; or
   4. provide access to or possession of or dispose of the SGL™ Offspring (whether born or unborn) to any person (other than a director or an officer, employee or agent of the Client, acting in that capacity) (SGL™ Transferee) in circumstances where the SGL™ Offspring will or may be used for mating or the collection of SGL™ Germplasm without first entering into a written agreement with the SGL™ Transferee requiring the SGL™ Transferee to observe the same obligations of the Client under this clause 8 as if the SGL™ Transferee were the Client. Any breach of that requirement by the SGL™ Transferee  (or any subsequent transferee) will, for the purpose of this clause 8, be deemed to be a breach by the Client of this clause 8.  

The Client acknowledges that this restraint applies irrespective of the means by which the Client came into possession or control of any SGL™ Offspring and/or any SGL™ Germplasm and is reasonably required to protect the value and viability of the LIC Australia and LIC NZ artificial breeding and genetics programme, which represents a substantial and long term investment in capital, research and development, and which is of strategic importance to the Australian and New Zealand dairy industry.

Indemnity:

9.The Client agrees to continuously indemnify LIC Australia and LIC NZ for all losses whatsoever caused to LIC Australia and LIC NZ, arising out of or flowing from the Client’s breach of all or any part of clauses 2 to 8 above.