NOV-3733-SL-9316 Carbones KOM - May 10-11, 2010 – Toulouse, France 1 KICK-OFF MEETING May 10-11, 2010

Référence Carbones KOM - May 10-11, 2010 – Toulouse, France 2  Just a reminder of main provisions  Please refer to Consortium Agreement for details  Remember: if conflict between Consortium Agreement and Grant Agreement, Grant Agreement prevails. Consortium Agreement - Reminder

Référence Carbones KOM - May 10-11, 2010 – Toulouse, France 3  Signed by all CARBONES Partners  Commitment of all Partners  to take part in the efficient implementation of the Project  to cooperate, perform and fulfil, promptly and on time, all of their obligations under the Grant Agreement and this Consortium Agreement  to notify promptly, any significant information, fact, problem or delay likely to affect the Project  to provide promptly all information reasonably required by a Consortium Body or by the Coordinator to carry out its tasks  to take reasonable measures to ensure the accuracy of any information or materials it supplies to the other Partners Consortium Agreement - Reminder

Référence Carbones KOM - May 10-11, 2010 – Toulouse, France 4  Breach under the CA or GA: Coordinator requests this Partner (written notification) to remedy the breach within 30 calendar days  If not done or not possible: the Partner may be declared a Defaulting Party by the General Assembly, who will decide on the consequences (may even be termination of Partner’s participation)  Involvement of third Parties  The Partner that enters into a subcontract or involves third Parties remains solely responsible for carrying out its relevant Part of the project  Subcontractors / third Parties are bound by non-disclosure provisions Consortium Agreement - Reminder

Référence Carbones KOM - May 10-11, 2010 – Toulouse, France 5  Liability  Limitation of Partners’ liability towards the rest of Consortium Partners – except in case of wilful act, gross negligence or breach of confidentiality (financially speaking, maximum liability = 1x the Partner’s share of the total costs of the Project as defined in GA)  General idea: each Partner is solely responsible towards third Parties, no collective responsibility of the CARBONES Consortium, no representation by a Partner of another one Consortium Agreement - Reminder

Référence Carbones KOM - May 10-11, 2010 – Toulouse, France 6  Background  The Parties and Third Parties linked to a Party agree and acknowledge that data, models, systems and know-how used as Background are the property of the one who brings them to the Project  Foreground  The Parties and Third Parties linked to a Party agree and acknowledge that data, models, systems and know-how developed as Foreground during the Project are the property of the one who produced them Consortium Agreement - Reminder

Référence Carbones KOM - May 10-11, 2010 – Toulouse, France 7  Non-disclosure: Recipients of Confidential Information undertake during and for a period of 5 years after the end of the Project:  not to use Confidential Information otherwise than for the purpose for which it was disclosed;  not to disclose Confidential Information to any third Party without the prior written consent by the Disclosing Party;  to ensure that internal distribution of Confidential Information by a Recipient takes place on a strict need-to-know basis; and  to return to the Disclosing Party on demand all Confidential Information which has been supplied to or acquired by the Recipients Consortium Agreement - Reminder

Référence Carbones KOM - May 10-11, 2010 – Toulouse, France 8  Meetings (written notice compulsory)  Notice of a meeting (ordinary / extraordinary)  General Assembly: 30 / 15 calendar days  WP leaders: 15 / 7 calendar days  Agenda  General Assembly: 15 / 7 calendar days  WP leaders: 7 / 3 calendar days  Adding agenda items  General Assembly: 7 / 3 calendar days  WP leaders: 5 / 2 calendar days Consortium Agreement - Reminder

Référence Carbones KOM - May 10-11, 2010 – Toulouse, France 9  Minutes of meetings  Formal record of all decisions made  Draft to all members within 15 calendar days  Minutes are considered accepted if no objection in writing to the chairperson within 15 calendar days  Coordinator keeps them recorded Consortium Agreement - Reminder

Référence Carbones KOM - May 10-11, 2010 – Toulouse, France 10  Voting rules and quorum  Quorum = three-fourths (3/4) of the members of the Consortium Body are present or represented  Each Party present or represented = 1 vote  Defaulting Party members may not vote  Decisions shall be made by a majority of votes (if tie of votes, the chairperson has the decisive vote)  Decisions in the General Assembly require a two-third (2/3) majority Consortium Agreement - Reminder