1. European Life Sciences Infrastructure for Biological Information www.elixir-europe.org ELIXIR Collaboration Agreement Template ELIXIR/2014/10 Vera Herkommer Joint Head of Legal Services Legal Advisor to ELIXIR

2. Context Interim ELIXIR Board Meeting in April 2013: establish Working Group to produce an ELIXIR Collaboration Agreement Template Results of Working Group presented to the ELIXIR Interim Board in November 2013 Feedback from Board, Heads of Nodes, Scientific Advisory Board

3. Parameters for Collaboration Agreement Three stakeholders: EMBL (for ELIXIR Hub), ELIXIR Board and ELIXIR Node; EMBL acts as contracting Party as part of and mandated by the ELIXIR Consortium; ECA sets framework for relationship between ELIXIR Hub and ELIXIR Node – Introduces mechanism of „Collaboration Agreement“ (Art. 8.5) – Application process of prospective Nodes (Art. 8.1) – Establishes quality control mechanism through SAB, which evaluates applicant and existing Nodes (Art. 8.7) Some ELIXIR Board decisions relevant for content of Collaboration Agreement are still pending, e.g. regular term of SAB evaluation, adopt Ethics Policy

4. EC ELIXIR Hub EMBL Node Relationship between the ECA and the Collaboration Agreement Collaboration Agreement ECA

5. Collaboration Agreement Template Collaboration Agreement applies between ELIXIR Hub - ELIXIR Node suits various different collaboration models covers and defines Delivery of Services governs collaboration on all levels but it might still be necessary to enter into additional collaboration agreements/make amendments

6. Provisions of the Collaboration Agreement Template Overview 1.Preamble 2.Status of ELIXIR Nodes 3.Provision of Services by ELIXIR Node and Hub 4.User access provisions 5.Obligations when providing services 6.Governance 7.Evaluation 8.Liability 9.Ethics 10.Miscellaneous

7. 2. Status of ELIXIR Nodes (Art. 4) Research institutes must have passed the ELIXIR selection process successfully (SAB and ELIXIR Board approval) before entering into the Collaboration Agreement status of an ELIXIR Node Requirement for distributed ELIXIR Nodes: legal personality Establish a consortium agreement and appoint a lead organisation with legal personality that - acts in its own capacity and as mandated - acts as representative for each institute involved establish a new legal entity Legal framework annexed to Collaboration Agreement 1 1 2 2

8. 3. Provision of Services by the ELIXIR Node (Art. 5) The ELIXIR Node provides technical and administrative services to the Bioinformatics Community. Service Delivery Plan (Annex 1) Commissioned Services Contract (Annex 2) Additional Services ELIXIR Node is responsible for funding and administration Commissioned Services ELIXIR Hub would normally be responsible and remunerates the Node for the services provided Report about allocation of funds defines nature, timeframe and quality of the services may be revised and updated independently valid for the duration of the Collaboration Agreement, but possibility to terminate earlier Director may agree to small or minor changes significant changes have to be approved by the ELIXIR Board

9. 4. Obligations when Providing ELIXIR Services (Art. 6-8) Internal Quality Assurance System -ELIXIR Node must implement internal quality mechanisms in order to meet the high quality standards of ELIXIR -Complementary to external evaluation by SAB Terms of Use - ELIXIR Node must implement Terms of Use governing the use of its services Confidentiality - Confidentiality against third parties for five years

10. 5. Provision of Services by the ELIXIR Hub (Art. 9) General obligations of the ELIXIR Hub: -Convene Heads of Nodes Committee -Support the ELIXIR Node in aligning of national priorities -Coordinate joint grant and funding applications -Technical and administrative support to ELIXIR Nodes Hub Collaboration Plan – sets out specific services provided by the ELIXIR Hub and their timeliness

11. 6. Governance: Head of Node (Art. 10) Head of Node Strategic point of contact for the ELIXIR Board and ELIXIR Director Representative authority to act for ELIXIR Node Tasks: – Information exchange with the ELIXIR Director – Compliance with Terms of Use, Ethics Policy – Oversee internal quality assurance system – Assist the SAB – Member of HoN Committee

12. 6. Governance: Steering Committee (Art. 10) Steering Committee (Node Liaison Committee) Head of Node and ELIXIR Director (and other appointed individuals) Meetings once a year Tasks: – Identify Key Performance Indicators (KPIs) – Monitor implementation of Services – Review allocation of funding – Monitor compliance with Ethics Policy

13. 7. Evaluation (Art. 11) Scientific Advisory Board – report to the ELIXIR Board and Director decision whether to terminate or renew the Collaboration Agreement Ethics Advisory Board – not yet in place – report to the ELIXIR Board and Director

14. 8. Liability (Art. 12, 13.2) Liability for willful injury or gross negligence Collaboration involving two or more Nodes: joint and several liability UNLESS the ELIXIR Nodes agree otherwise Special provisions for IP: – No liability for defaults resulting from data available within ELIXIR – Indemnity against third party claims

15. Next step: Board decision Two-thirds majority in accordance with ECA, article 6.2.4.o by analogy Negotiate collaborations with ELIXIR Nodes – Develop Service Delivery Plans – Develop Commissioned Services Contracts – Develop Hub Collaboration Plan