FP7 Model Consortium Agreements Warsaw, 12 th December 2007 Willem Wolters, Universities Team of Experts (UNITE) and Wageningen International Helpdesk

FP7 Model Consortium Agreements 1 Rules for Participation, Article 24 internal organisation distribution of Community financial contribution rules on dissemination, use and access rights settlement of internal disputes liability, indemnification and confidentiality

FP7 Model Consortium Agreements 2 DESCA (development of a simplified consortium agreement) ANRT, Helmholtz and KOWI, EARTO, Unite, EuroChambres based upon FP6 model UNECA IPCA (integrated project consortium agreement) ICT industry based upon IPCA model for FP6 IMG4 Aerospace industry based upon ANRT model for FP6

DESCA, for whom for Collaborative Projects and NoE’s aims: - as simple and comprehensible as possible - non lawyers and researchers friendly - as flexible as possible

DESCA, s tructure 1 Core text - General Issues and Liability - Governance structure - Financial provisions - Intellectual Property Rights (2 modular versions)

DESCA, s tructure 2 Modules - Module A – Governance structure for Small Collaborative Project - Module B – Specific Software provisions

DESCA, s tructure 3 Attachments - Background included (positive list) - Background excluded (negative list) - Accession document - Listed Affiliated Entities - Address list - List of third parties to which transfer of Foreground is possible without prior notice to the other Parties

DESCA, definitions Definitions (in addition to Definitions Rules for Participation) - Consortium Plan - Consortium Budget - Defaulting Party - Needed - Software

DESCA, Governance 1 – consortium bodies General Assembly - 1 representative of each Party Executive Board - Coordinator’s representative + Sub Project (or WP) Leaders Sub Project Committee (if applicable) Coordinator Management Support Team

DESCA, Governance 2 General provisions for all Consortium Bodies - Representation in meetings - Preparation and organisation of meetings - Voting rules and quorum - Veto rights Specific provisions for each Consortium Body

DESCA, Intellectual Property Rights 2 - modular versions Option 1: initiators DESCA Option 2: Industry orineted

DESCA, IPR – Joint ownership Option 1: Article II.26.2 Grant Agreement shall apply, default joint ownership regime (in the absence of joint ownership agreement): non-exclusive licences to third parties (without any right to sublicense), 45 days prior notice, fair and reasonable compensation Option 2: unless otherwise agreed between the joint owners, each of the joint owners shall be entitled to use the joint Foreground as it sees fit, and to grant non-exclusive licences - no consent from other joint owner(s) - no compensation

DESCA, IPR – Background covered Option 1: - identification of Background (positive list) - limitation to specific department - Background not listed excluded from Access Rights - Negotiate in good faith additions to positive list for other Background needed Option 2: - identification of specific Background excluded from Access Rights - All other Background available for granting of Access Rights in accordance with the provisions of this CA

DESCA, IPR – Access Rights Definition ‘Needed’: - For implementation of the Project: without Access Rights, carrying out tasks assigned to requesting Party would be impossible, significantly delayed, or require significant additional financial or human resources - For Use: without Access Rights, Use of requesting Party’s own Foreground would be technically or legally impossible

DESCA, IPR – Access Rights for implementation Model Grant Agreement - Foreground: royalty-free - Background: royalty-free, unless otherwise agreed DESCA - Foreground and Background: royalty-free

DESCA, IPR – Access Rights for Use Model Grant Agreement: - Foreground: fair and reasonable conditions or royalty-free - Background: fair and reasonable conditions or royalty-free

DESCA, IPR – Access Rights for Use Option 1: -Access Rights to Foreground on fair and reasonable conditions -Access Rights to Background on fair and reasonable conditions Option 2: -Access Rights to Foreground royalty-free -Access Rights to Background on fair and reasonable conditions

DESCA, IPR – Access Rights for Affiliated Entities Option 1: Affiliated Entities have Access Rights under the conditions of Article II.34.3 of the Grant Agreement, i.e. for use of own Foreground Option 2: (in addition to Article II.34.3 of the Grant Agreement), Affiliated Entities have Access Rights for use of Foreground licensed to them

DESCA, I PR – Additional Access Rights Option 1: any grant of Access Rights not covered by this CA shall be at the absolute discretion of the owner and subject to such terms and conditions as may be agreed between the owning and receiving Parties Option 2: the Parties agree to negotiate in good faith any additional Access Rights to Foreground as might be asked for by any Party, upon adequate financial conditions to be agreed

DESCA Use and promotion of DESCA by Wageningen UR - Internally - Externally

Independence – Affiliated Entities Rules for Participation, Article 6: 1. Two legal entities shall be regarded as independent of each other where neither is under the direct or indirect control of the other or under the same direct or indirect control as the other. 2. For the purpose of paragraph 1, control may, in particular, take either of the following forms: (a) > 50% issued share capital or voting rights (b) the direct or indirect holding, in fact or in law, of decision-making powers in the legal entity concerned

Independence – Affiliated Entities EPSS - Electronic Proposal Submission System

Independence – Affiliated Entities Model Grant Agreement, Article II.1: Affiliated Entity means any legal entity that is under the direct or indirect control of a Beneficiary, or under the same direct or indirect control as the beneficiary. Wageningen UR: - Each DLO-BV is an Affiliated Entity of Stichting DLO - Each DLO-BV is an Affiliated Entity of each other DLO-BV - For discussion: Wageningen University and Stichting DLO are (not) Affiliated Entities

Further information

Dziekuje za uwage © Wageningen UR