Volvox Consortium Agreement Angela Pettit – Contracts Officer.

Volvox

Consortium AgreementAngela Pettit – Contracts Officer

Objectives

• To formalise the way in which we work together to fulfil our commitments to the EC

• This will still be subject to revision once we know the final terms of our Subcontract.

IPCA 1

• Reading opted for this draft which has been modified.

IPCA 2

• This consists of 4 parts– Part I Project Specific– Part II General Conditions– Part III List of Subprojects– Part IV Declaration of Accession.

Part I 1

• Between:

– We need the formal institution details here

– We also need full contact details for section 8

– We also need full signature details.

Part I 2

• Whereas:– This sets out the background to the agreement

– This may be modified when we have the formal agreement with ESTI in place

Part I 3

• We will need to revise the start date to 1st November

• Section 7 may need to be modified if we have excluded IPR

Part II Definitions

• Affiliate:– Sara of Goteborg has asked for a slight

modification and wants a list of proposed affiliates

Part II Purpose

• The purpose of the agreement is to– Specify the organisation of the work– Organise the management– Define rights and obligations including liability

and indemnification– Supplement Access provisions

Part II Co-ordinator

• The Coordinator– Administration, chair the General Assembly

and Management Group and provide minutes– Circulate documents– Pay money!– Withhold money if a party is persistently late

with deliverables– Cannot make legally binding declarations

Part II Sub-Project Co-ordinator

• Sub-Project Coordinator– Administration, chair the Sub-Project

Committee and provide minutes– Circulate documents– Cannot make legally binding declarations

Part II General Assembly 1

• The General Assembly consists of– One Representative per Party

• Representative can be replaced or have a proxy– But try to maintain continuity

• Each Representative may have a non-voting deputy


• Chaired by the Coordinator’s Representative

• Meets every 6 months, or when necessary

• 15 days notice with agenda

• Minutes within 30 days– Object within 15 days or regarded as accepted


• Agenda will identify what will be voted on

• Can have meetings and votes by e-mail and teleconference

• Only vote when quorate– Quorum 2/3 of Representatives

• One Party – one vote

Part II General Assembly 4• Responsible for the overall direction of the project• Serve notice on Defaulting Party (U)• Agree on the budget (U)• Vote for 4 members of the Management Board (U)• Propose review and amendment of ESTI

subcontract and Reading sub-subcontracts (U)• Change and exchange of work packages (M)• U = Unanimous M = Majority

Sub-Project Committee 1

• The Sub-Project Committee consists of– One Representative per Party involved

• Representative can be replaced or have a proxy– But try to maintain continuity

• Each Representative may have a non-voting deputy


• Chaired by the Sub-project coordinator

• Meet when appropriate

• 15 days notice with agenda

• Minutes within 30 days

• Object within 15 days or regarded as accepted


• Agenda will identify what will be voted on

• Can have meetings and votes by e-mail and teleconference


• One Party – one vote


• Responsible for the direction of the Sub-project

• Decide on allocation of the budget (U)

• Decide on change and exchange of workpackages (M)

• General management

• Coordinate on a day-to-day basis

Management Group 1

• Management group

• Consists of– Coordinator who is the chairman– 4 other representatives

• Meets quarterly

• Agenda and minutes will be sent to all Parties

Management Group 2• Proposes to General Assembly

– Allocation of the Budget– Serve notice on Defaulting Party

• Agrees plan for disseminating Knowledge

• Agrees Press releases

• Decides technical road maps

• Decides controls and audit procedures

• Management of the project

Management Group 3


Responsibilities of Each Party 1

• Use reasonable endeavours to

• Perform the project promptly, actively and on time

• Supply needed information and documentation

• Notify of any significant delay

• Notify of relevant communications from third parties


• Use reasonable endeavours to

• Ensure accuracy and correct errors BUT

• Recipient is responsible for the use to which

it puts all information


• Not to knowingly use any proprietary rights

of a third party

• Supervise subcontractors (if any)

IPR and Access 1

• Pre Existing Know How refers only that brought by the research team or centre, not of the whole institution

• Must ensure that Access to all PEKH and Knowledge is available– NB employee rights

IPR and Access 2

• Access Rights– Non-exclusive,– no right to sub-licence – free of transfer costs– only for purpose– for as long as necessary– only if “NEEDED”– on written request.

IPR and Access 3

• Access rights to software do not include any right to receive source code or object code ported to a certain hardware platform or any right to software documentation

IPR and Access 4

• Parties leaving the project voluntarily – Rights granted to other Parties remain in force– Retain rights accrued to them as at date of

leaving

• Defaulting parties – Rights granted to other Parties remain in force– Lose all accrued rights.

Confidentiality 1

• These are standard confidentiality terms

• Information must be designated as confidential

• Confidential for 5 years from disclosure

Confidentiality 2

• You can still disclose if– Required by law– Need to for the project– Given to an affiliate

Confidentiality 3

• Not confidential if

• Was already public

• Already in your possession

• Received from someone else

• Developed independently

Publication 1

• These provisions may have to change when we receive the final subcontract from ESTI because we may have to fit in with their procedures

Publication 2• Remember a publication can be

– Peer reviewed papers– Symposium or Conference papers– Conference Posters– Press releases– Media interviews….– Web site releases– Magazine articles– Lectures?

Publication 3

• If Project Deliverable is available to the public then everyone can publish it

• Proper reference to origin and generator of the information must be made

• No Party can publish another’s PEKH or Knowledge without permission even if amalgamated with its own

Publication 4

• Current procedures – Goteborg wish this to be tightened

• We will institute a framework for the approval of publications once we know the ESTI principles

Publication 5

• Disclaimers

• Commission Requirements– Specify that the project has EC funds– Use of EC Logo needs permission– Must specify that it reflects the author’s views

and that the Community is not liable for any use that may be made of the information

Publication 6

• Volvox Requirements– “The information in this document is provided

as is and no guarantee or warranty is given that the information is fit for any particular purpose. The user thereof uses the information at its sole risk and liability”

Liability and Indemnification 1

• No warranty of fitness for purpose of information

• Full liability for loss, damage or injury to third parties

• Take full responsibility for subcontractors

Liability and Indemnification 2

• Defaulting Party indemnifies the rest from claims from the Commission

• Mutual indemnity clauses restricted to twice project share – the rest to be apportioned.

Miscellaneous 1

• Force Majeure

• Advise the Coordinator immediately

• Transfer tasks after 6 weeks

• No legal partnership

Miscellaneous 2

• Termination

• Before signing of the ESTI subcontract– Anyone may withdraw and the consortium

terminate

• After signing of the ESTI subcontract– Only withdraw with consent of all other parties

and the Commission

Miscellaneous 3

• Disputes to be settled amicably or by arbitration in Brussels

• Language– English is the language for all the documents,

notices and meetings

• The CA is governed by Belgian Law

Volvox Consortium Agreement Angela Pettit – Contracts Officer.

Documents

Transcript of Volvox Consortium Agreement Angela Pettit – Contracts Officer.