1. Volvox Consortium Agreement Angela Pettit – Contracts Officer

2. 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.

3. IPCA 1 Reading opted for this draft which has been modified.

4. IPCA 2 This consists of 4 parts –Part IProject Specific –Part IIGeneral Conditions –Part IIIList of Subprojects –Part IVDeclaration of Accession.

5. Part I1 Between: –We need the formal institution details here –We also need full contact details for section 8 –We also need full signature details.

6. Part I2 Whereas: –This sets out the background to the agreement –This may be modified when we have the formal agreement with ESTI in place

7. Part I3 We will need to revise the start date to 1 st November Section 7 may need to be modified if we have excluded IPR

8. Part IIDefinitions Affiliate: –Sara of Goteborg has asked for a slight modification and wants a list of proposed affiliates

9. Part IIPurpose 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

10. Part IICo-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

11. Part IISub-Project Co-ordinator Sub-Project Coordinator –Administration, chair the Sub-Project Committee and provide minutes –Circulate documents –Cannot make legally binding declarations

12. Part IIGeneral 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

13. Part IIGeneral Assembly 2 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

14. Part IIGeneral Assembly 3 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

15. Part IIGeneral 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 = UnanimousM = Majority

16. 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

17. Sub-Project Committee 2 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

18. Sub-Project Committee 3 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

19. Sub-Project Committee 4 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

20. 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

21. 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

22. Management Group 3 Only vote when quorate –Quorum 4/5 of Representatives

23. 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

24. Responsibilities of Each Party 2 Use reasonable endeavours to Ensure accuracy and correct errors BUT Recipient is responsible for the use to which it puts all information

25. Responsibilities of Each Party 3 Not to knowingly use any proprietary rights of a third party Supervise subcontractors (if any)

26. 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

27. 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.

28. 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

29. 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.

30. Confidentiality 1 These are standard confidentiality terms Information must be designated as confidential Confidential for 5 years from disclosure

31. Confidentiality 2 You can still disclose if –Required by law –Need to for the project –Given to an affiliate

32. Confidentiality 3 Not confidential if Was already public Already in your possession Received from someone else Developed independently

33. 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

34. 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?

35. 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

36. 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

37. 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

38. 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”

39. 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

40. 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.

41. Miscellaneous 1 Force Majeure Advise the Coordinator immediately Transfer tasks after 6 weeks No legal partnership

42. 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

43. 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