1. Volvox The EC Contract Angela Pettit – Contracts Officer

2. Our Structure 1 Vertical relationship EC READINGVolvox Partners CONTRACT SUB CONTRACT European Southern Observatory Institut Max Von Laue Etc Sub-subcontract (letter of Agreement) ESTI Accession Form A

3. Our Structure 2 Horizontal relationship –Volvox Consortium Agreement

4. The EC Contract 1 Volvox is Unique Large Subcontractor We do not yet have our subcontract! We will abide by the EC Contract terms EC contract only specifies what the EC requires – not how that is to be achieved.

5. The EC Contract 2 Contract 511180 (SAS6) Annex IDescription of Work Annex II General Conditions Annex III specific Conditions

6. The EC Contract 3 Start Date –1 st November 2004 –Annual reporting periods

7. Annex I Description of Work This is part of the Contract and we are therefore legally bound to complete the DOW.

8. Annex II General Conditions These apply to All EC contracts Three sections –Implementation –Financial Provisions –Intellectual Property Rights.

9. Implementation of the Project 1 II.3.1 The consortium shall Take all necessary and reasonable measures to ensure that the project is carried out in accordance with the terms and conditions of this contract Make appropriate internal arrangements Inform the Commission of any event which might affect the implementation.

10. Implementation of the Project 2 II.3.2 Each Contractor shall Ensure all information is sent via the coordinator Carry out the project in accordance with fundamental ethical principles Endeavour to promote equal opportunities between men and women in the implementation of the project.

11. Implementation of the Project 3 II.3.3 The coordinator shall ensure that all the appropriate payments are made to the contractors without unjustified delay.

12. Implementation of the Project 4 II.9.1 The Commission and the Contractors will preserve confidentiality.

13. Implementation of the Project 5 II.10.3 The Consortium must engage with actors beyond the research community and with the public as a whole to help spread awareness and knowledge and to explore the wider societal implications of the project and its results and must report on the actions taken.

14. Implementation of the Project 6 II.12.1 The Contractors shall, throughout the duration of the project take appropriate measures to ensure suitable publicity for the project in order to highlight the Community financial support.

15. Implementation of the Project 7 II.17 Technical implementation of the project shall be the responsibility of the contractors.

16. Financial Provisions 1 II.28.5 If the project is not implemented or is implemented poorly, partially or late, the Commission may reduce the grant initially provided in line with the actual implementation.

17. Financial Provisions 2 II.29.1 The Commission may, at any time during the contract and up to 5 years after the end of the project, arrange for audits to be carried out They can be scientific, financial, technological and other aspects (i.e. management).

18. Financial Provisions 3 II.29.3 The Contractors shall keep the original copies of all documents relating to the contract for up to 5 years from the end of the project.

19. Intellectual Property Rights 1 Definition Pre-Existing Know How (PEKH) The information which is known to the contractors prior to the contract or acquired in parallel with it Usually referred to as Background.

20. Intellectual Property Rights 2 Definition Knowledge means the results, whether or not it can be protected arising from the project. Usually referred to as Foreground.

21. Intellectual Property Rights 3 Definition Use means the direct or indirect utilisation of Knowledge in research activities or for developing creating and marketing a product or process or for creating or providing a service.

22. Intellectual Property Rights 4 II.32.1 Knowledge shall be the property of the contractor carrying out the work leading to that Knowledge.

23. Intellectual Property Rights 5 II.32.3 If personnel working for a contractor are entitled to claim rights to Knowledge, the contractor shall take steps to ensure that these rights can be exercised in a manner compatible with its obligations under the contract.

24. Intellectual Property Rights 6 II.33.1 Where Knowledge is capable of industrial or commercial application its owner shall provide for its adequate and effective protection. Details to be included in the Plan for Using and Disseminating Knowledge.

25. Intellectual Property Rights 7 II.33.3 A contractor may publish its own Knowledge provided that it does not affect the protection of that Knowledge The Commission and other Contractors shall be given 30 days prior notice.

26. Intellectual Property Rights 7 II.34.1 The Contractors shall Use or cause to be Used the Knowledge which they develop.

27. Intellectual Property Rights 8 II.34.2 Contractors will disseminate the Knowledge within 2 years of the end of the project provided that this will not affect protection of that Knowledge.

28. Intellectual Property Rights 9 II.35.1 Access Rights given on written request

29. Intellectual Property Rights 10 II.35.1 d) A contractor may specifically exclude access to PEKH if it will not affect the project.

30. Intellectual Property Rights 11 Access Rights Access rights to Pre-existing Know-how Access rights to Knowledge Resulting from the Project For carrying out the project Yes, if a participant needs them for carrying out his own work under the project Royalty-free unless otherwise agreed before signing the contract Royalty-free For use purposes (exploitation and further research) Yes, if a participant needs them for using his own Knowledge On non discriminatory conditions to be agreed Royalty-free unless otherwise agreed before signing the contract