CONSORTIUM AGREEMENT by ghj18898

VIEWS: 68 PAGES: 20

									E! 3266 EUROENVIRON WEBAIR                                         Consortium Agreement




               CONSORTIUM AGREEMENT
       Between:
          1. ESS GmbH - Environmental Software & Services GmbH
             PO Box 100 A-2352 Gumpoldskirchen, AUSTRIA
          2. IMM-RAS - Institute for Mathematical Modeling, Russian Academy of
             Sciences
             Miusskaya street 4A 125 047, Moscow, RUSSIA
          3. ATLANTIS Consulting Cyprus ltd
             Michael Karaoli 8, #106 1095 Nicosia, CYPRUS
          4. GEMAC/Department of Environment and Planning
             University of Aveiro, 3810-193 Aveiro, PORTUGAL
          5. FMI - Finnish Meteorological Institute
             Air Quality Research, Sahaajankatu 20; 00880 Helsinki, FINLAND
          6. IP - Institute of Physics
             Savanoriu 231 02300 Vilnius, LITHUANIA
          7. UAB ELTERA
             A. Gostauto 11 02600 Vilnius, LITHUANIA
          8. GUT - Technical University of Gdañsk
             Narutowicza 11/12 80-952 Gdañsk, POLAND
          9. EA-TEK Environmental Consultants
             TR-35160, Izmir, TURKEY
          10. UH2M - University Hassan II Mohammadia
              Departement Genie de Procedes et Environnement, Faculte des Sciences et
              Techniques
              Hay Yasmina, BP 146 Mohammadia, MOROCCO
          11. ORDECSYS Operations Research Decisions and Systems
              Place de l'Etrier 4 CH-1224 Chêne-Bougeries, SWITZERLAND
          12. SYRECO s.r.l. Safety and Reliability
              Via al Lido, 5 I-21026Gavirate, ITALY




Commercial-In-Confidence               23-04-10, 12:01 PM                        Page 1
E! 3266 EUROENVIRON WEBAIR                                                     Consortium Agreement




       hereinafter referred to as the Parties.


WHEREAS
A. The Parties, having a strong background in the area of environmental systems engineering
   and information technology and considerable experience in international collaborative
   research, have submitted a proposal for the Project E! 3266 EUROENVIRON WEBAIR to the
   Commission of the European Communities within the framework of Programme “EUREKA – A
   Europe-wide Network for Market-Oriented Industrial R&D and Innovation”.
B. In anticipation of the Commissions acceptance of the proposal, the Parties have decided to
   enter into the Contract (as defined below) if such a Contract is awarded by the Commission.
C. The Parties wish to define certain rights and obligations inter se with respect to the negotiation
   of this Proposal and to the carrying out of the Contract.



NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:

1 DEFINITIONS
1. Access Rights means non-exclusive licenses and user rights for Foreground and Background
   under this Agreement.
   In granting Access Rights conditions may vary between the recipients unless otherwise
   specified:
      royalty-free means at no cost and against no conditions other than those specified in this
       Agreement;
      transfer conditions means conditions that have a lower cost than favourable conditions,
       normally the cost of making Access Rights available;
      favourable conditions mean conditions preferential to commercial conditions (open
       market payment and other conditions).
2. Background means Background Information and Background Rights.
3. Background Information means all information (excluding) Foreground Information and
   information still treated as such under a separate contract with the Commission), owned or
   controlled by the Contractor in the same field as, or fields related to, the Project.
4. Background Rights means patent applications, patents, registered designs, copyrights
   (including the copyright on software in any code) and similar statutory rights, as well as
   applications for any such rights (excluding Foreground Rights) owned or controlled by a
   Contractor in the same field, or fields related to, the Project.
5. Business interests means any business interests of the Contractor opposing the grant of
   Access Rights which are sought including opposition due to the fact that services, software or
   products or the manufacture thereof are, or are about to become, commercially available
   (opposition on this latter basis shall not, under normal circumstances, be deemed to be
   abusive).



Commercial-In-Confidence                   23-04-10, 12:01 PM                                 Page 2
E! 3266 EUROENVIRON WEBAIR                                                      Consortium Agreement


6. Contract means the contract between the Commission of the European Communities of the
   one part, and the Parties of the other part, for the undertaking by the Parties of the Project.
7. Contractor means a signatory to the Contract with the Community.
8. Exploitation shall include commercialisation.
9. Foreground means Foreground Information and Foreground Rights.
10. Foreground Information means all information generated by any Contractor or third party
    working for it, in the performance of the Project.
11. Foreground Rights means patents, registered designs, copyrights (including the copyright on
    software in any code) and other similar statutory rights, as well as applications for any such
    rights, resulting from the performance of the Project.
12. Project means the "Description of Work" up to the final report required under the Contract.
13. Proprietary Information means information including trade secrets of actual or potential
    commercial value not generally available to the public or only made available under
    confidentiality arrangements.
14. RTD means research and technological development.


2 PURPOSE AND SCOPE
2.1 Purpose
The Parties undertake to cooperate under this AGREEMENT in order to
   submit the Proposal to, and negotiate the Proposal with, the Commission;
   if the Proposal is accepted, execute and fulfil the Contract.

2.2. Scope
The scope of the Project is set out in the Proposal and the performance of the Project shall be
shared between the Parties according to the tasks and amounts respectively indicated in these
documents.


3 WEBAIR Management Board
3.1 Establishment
The Parties shall establish, at the latest by the operational starting date of the project, the WEBAIR
Management Board composed of one representative of each Party. Each representative shall
have one vote.
3.2 Meetings
The Management Board shall meet according to the schedule and rules laid out in the Proposal.
3.3 Minutes
Minutes of the Board Meetings shall be prepared and distributed to all Parties by the Coordinator.


4 COSTS
Each Party shall bear its own costs in connection with the preparation of the proposal, the
negotiations of the Contract, and the carrying out of the Project, as specified in the budget of
allowable costs in an eventual contract with the Commission.



Commercial-In-Confidence                    23-04-10, 12:01 PM                                 Page 3
E! 3266 EUROENVIRON WEBAIR                                                      Consortium Agreement


5 RESPONSIBILITIES
5.1 Towards each other
Each Part undertakes to use all reasonable endeavours
1. To perform on time the tasks and work packages assigned to it under the schedules of the
   Work Program of the Proposal.
2. To participate actively with such other Party or Parties in the performance of, or to perform
   itself, such organisational tasks as are assigned to it jointly or solely under the "Description of
   research Work".
3. Promptly notify the Coordinator and each of the other Parties of any delay in performance.
4. To prepare and present the reports to be submitted to the Commission under the Contract in
   sufficient time to enable the Coordinator to submit them to the Commission in accordance with
   the time scale of the Contract.
In supplying any information or materials to any of the other Parties each Party undertakes to use
all reasonable endeavours to ensure accuracy and, in the event of an error, promptly on being
notified to correct the same.

5.2 Towards the Coordinator and WEBAIR Management Board
Each Party hereby undertakes:
1. In the event that the Contract is negotiated with the Commission substantially in the form
   intended by the Parties, or any modified form previously agreed between the Parties, to enter
   into the Contract.
2. Promptly to supply to the Coordinator and the WEBAIR Management Board all information or
   documents that the Coordinator of the Management Board may require in connection with the
   Contract to fulfil their obligations as provided for in this Agreement or as the Commission may
   properly request and to keep the Coordinator and the WEBAIR Management Board informed
   of all such requests from the Commission and responses hereto.

5.3 Claims of the Commission
If the Commission in accordance with the provisions of the Contract claims any reimbursement,
indemnity or payment of damages from one or more Parties
1. Each Party whose default has caused or contributed to the claim being made shall indemnify
   each of the other Parties against such claims provided always that the total limit of liability of
   that Party to all of the other Parties collectively in respect of any and all such claims shall not
   exceed the Party's Project Shares;
2. In the event that it is not possible to attribute default to any Party, the amount claimed by the
   Commission shall be apportioned between all the Parties pro rata to the Project Shares.

5.4 Defaults and Remedies
In the event of a substantial breach by a Party of its obligations under this Agreement or the
Contract which is not remedied within 60 days of written notice from the other Parties requiring
remediation, the other Parties can jointly terminate this Agreement with respect to the Defaulting
Party by not less than two months prior written notice, provided that:
1. Licenses granted to the Defaulting Party shall cease immediately;
2. The licenses granted by the Defaulting Party to the other Parties shall remain in effect;




Commercial-In-Confidence                    23-04-10, 12:01 PM                                 Page 4
E! 3266 EUROENVIRON WEBAIR                                                      Consortium Agreement


3. The scope of the tasks of the Defaulting Party shall be assigned to one or several Parties or
   third parties which are chosen by the other Parties and acceptable to the Commission and
   which agree to be bound by the terms of this Agreement.

5.5 Continuation in Force
The provisions of Article 6 shall survive the expiration or termination of this Agreement to the
extent necessary to enable the Parties to pursue the remedies provided for in this Article.


6 FORCE MAJEURE
The provisions of the Contract relating to force majeure shall apply to this Agreement.


7 OWNERSHIP AND EXPLOITATION
7.1 Ownership
Foreground shall be owned by the Contractor(s) generating it.
7.2 Confidentiality
Contractors shall take appropriate action to protect the Foreground Information, which could be
used for industrial or commercial applications.


8 ACCESS RIGHTS
Access Rights granted for Foreground or Background shall be subject, where appropriate, to
suitable arrangements determined by the Contractor to ensure their use only for the purpose for
which they are granted and may be subject to appropriate undertakings as to confidentiality.
Access Rights for Background shall be conditional upon the Contractor being free to grant such
rights.
Access Rights shall not, unless expressly agreed, confer any right to sub-license.
Proprietary information which is to be treated confidentially shall be duly marked.

8.1 Access Rights for RTD

8.1.1 Access Rights for Foreground
Access Rights for Foreground necessary for the performance of their own RTD work in the
Contract shall be granted a royalty-free basis to the other Contractors.

8.1.2 Major business interests
Subject to major business interests, Contractors shall not unreasonably refuse to grant Access
Rights for Foreground

8.1.3 Access Rights for Background
Access Rights for Background necessary for the performance of their own RTD work under the
Contract shall be granted on transfer conditions to the Contractors of this Contract for their work
on the Project.




Commercial-In-Confidence                    23-04-10, 12:01 PM                               Page 5
E! 3266 EUROENVIRON WEBAIR                                                    Consortium Agreement


8.2 Access Rights for Exploitation

8.2.1 Exploitation
Each Contractor shall be entitled to exploit all the Foreground, including to procure the
manufacture of products by third parties for exploitation by the Contractor at its risk and account
and shall grant each other Access Rights for exploitation of Foreground on a royalty-free basis.
Any Contractor not normally undertaking commercial activities or unable itself to commercialise its
Foreground may grant above Access Rights on, instead of royalty-free conditions, fair and
reasonable financial or similar conditions which have regard to the Contractor's contribution to the
Project and the commercialisation potential of the Foreground. Any Contractor applying this
paragraph shall not use the Foreground in commercial activities.

8.2.2 Background
Each Contractor shall grant Access Rights for its Background necessary for the exploitation of
Foreground to the other Contractors in this Contract subject to major business interests, provided
they do not result in abusive restrictions to the exploitation of Foreground, under favourable
conditions.


9 PUBLICATIONS
Procedures for publications relating to the Project shall be agreed between the Parties through the
WEBAIR Management Board.
The Coordinator will maintain a WWW project home page for public access.


10 PARTNERSHIP AND ASSIGNMENTS

10.1 Partnership
Nothing in this Agreement shall be construed to create a partnership or agency between any of the
Parties other than that for the purpose of this Agreement the Coordinator will act on behalf of the
other Parties as defined in Article 3.

10.2 Transfer of Rights
No Party shall, without prior written consent of the other Parties, assign or transfer partially or
totally any of its rights or obligations under this Agreement.


11 DURATION AND TERMINATION
11.1 Starting Date
This Agreement shall come into effect as of the date of its signature.

11.2 Duration
It shall remain in force until
   The Commission decides not to award the Contract to the Parties and informs them
    accordingly;
   In the event of the Contract being awarded to the Parties, until the complete discharge of all
    obligation by the Parties under the Contract and this Agreement.




Commercial-In-Confidence                   23-04-10, 12:01 PM                                Page 6
E! 3266 EUROENVIRON WEBAIR                                                    Consortium Agreement


12 LIABILITIES
Limitations and disclaimers:
1. Contributions by participants to the project, whether they are Background or Foreground, will
   be offered on an as is basis, without any representation regarding the use of, or the results of
   the use of, the software, data, or know-how in terms of correctness, accuracy, currentness or
   otherwise.
2. Participants do not assume any liability for any direct, indirect, incidental or consequential,
   special or exemplary damages, regardless of its having been advised of the possibility of such
   damages.
3. Each Party will undertake, however, to use all reasonable endeavours to ensure the accuracy
   of any information supplied and (in the event of an error therein) promptly on being notified to
   correct the same; but the supplying Party shall be under no further obligation or liability in
   respect of the same and no warranty condition or representation of any kind is made, given or
   to be implied in any case as to the sufficient accuracy or fitness for purpose of such
   information or materials, or the absence of any infringement of statutory monopoly or industrial
   property rights of third parties by the use of such information and materials and the recipient
   Party shall in any case be entirely responsible for the use to which it puts such information and
   materials.
4. Each Party shall indemnify each of the other Parties, within the limits set out in Article 5.4,
   Defaults and Remedies of this Agreement, in respect of the acts and omissions of itself and of
   its employees and agents provided always that such indemnity shall not extend to claims for
   indirect or consequential loss or damages such as but not limited to loss of profit, revenues,
   contracts or the like.


13 SETTLEMENTS OF DISPUTES
In case of dispute or difference between the Parties arising out of or in connection with this
Agreement, the Parties shall first endeavour to settle it amicably.
Conflicts between participants will be addressed by the WEBAIR Management Board; if no
satisfactory agreement in good faith can be reached, an arbitrator shall be appointed in
accordance with the rules of conciliation and arbitration on the International Chamber of
Commerce. The place of arbitration and the applicable law shall be the country of the proposed
defendant and its law. If there should be more than one defendant, the place of arbitration and the
proper law shall be in the country of whichever proposed defendant is preferred by the plaintiff.


14 LANGUAGE
This Agreement is drawn up in English which language shall govern all documents relating to the
Project.


15 ENTIRE AGREEMENT - AMENDMENTS
This Agreement and its Appendices constitute the Entire Agreement between the Parties in
respect to the E! 3266 EUROENVIRON WEBAIR, and supersede all previous negotiations,
commitments and writings concerning the Project.
Amendments or changes to this Agreement shall be valid only if made in writing, unanimously
approved by all Parties.




Commercial-In-Confidence                   23-04-10, 12:01 PM                                Page 7
E! 3266 EUROENVIRON WEBAIR                                           Consortium Agreement


AS WITNESS the Parties have caused this Agreement to be duly signed by their undersigned
authorized representatives the day and year indicated below.




Commercial-In-Confidence                  23-04-10, 12:01 PM                      Page 8
E! 3266 EUROENVIRON WEBAIR                                     Consortium Agreement




Authorized to sign on behalf of: ESS, Austria




Signature                                   Date




Name                                        Title




Commercial-In-Confidence                  23-04-10, 12:01 PM                Page 9
E! 3266 EUROENVIRON WEBAIR                                   Consortium Agreement




Authorized to sign on behalf of: IMM-RAS, Russia




Signature                                 Date




Name                                      Title




Commercial-In-Confidence                23-04-10, 12:01 PM               Page 10
E! 3266 EUROENVIRON WEBAIR                                   Consortium Agreement




Authorized to sign on behalf of: ATLANTIS, Cyprus




Signature                                Date




Name                                      Title




Commercial-In-Confidence                23-04-10, 12:01 PM               Page 11
E! 3266 EUROENVIRON WEBAIR                                   Consortium Agreement




Authorized to sign on behalf of: GEMAC, Portugal




Signature                                 Date




Name                                      Title




Commercial-In-Confidence                23-04-10, 12:01 PM               Page 12
E! 3266 EUROENVIRON WEBAIR                                     Consortium Agreement




Authorized to sign on behalf of: FMI, Finland




Signature                                   Date




Name                                        Title




Commercial-In-Confidence                  23-04-10, 12:01 PM               Page 13
E! 3266 EUROENVIRON WEBAIR                                      Consortium Agreement




Authorized to sign on behalf of: IP, Lithuania




Signature                                    Date




Name                                         Title




Commercial-In-Confidence                   23-04-10, 12:01 PM               Page 14
E! 3266 EUROENVIRON WEBAIR                                  Consortium Agreement




Authorized to sign on behalf of: UAB ELTERA, Lithuania




Signature                                Date




Name                                      Title




Commercial-In-Confidence               23-04-10, 12:01 PM               Page 15
E! 3266 EUROENVIRON WEBAIR                                    Consortium Agreement




Authorized to sign on behalf of: GUT, Poland




Signature                                  Date




Name                                       Title




Commercial-In-Confidence                 23-04-10, 12:01 PM               Page 16
E! 3266 EUROENVIRON WEBAIR                                    Consortium Agreement




Authorized to sign on behalf of: EA-TEK, Turkey




Signature                                 Date




Name                                       Title




Commercial-In-Confidence                 23-04-10, 12:01 PM               Page 17
E! 3266 EUROENVIRON WEBAIR                                   Consortium Agreement




Authorized to sign on behalf of: UH2M, Morocco




Signature                                Date




Name                                      Title




Commercial-In-Confidence                23-04-10, 12:01 PM               Page 18
E! 3266 EUROENVIRON WEBAIR                                  Consortium Agreement




Authorized to sign on behalf of: ORDECSYS, Switzerland




Signature                                Date




Name                                     Title




Commercial-In-Confidence               23-04-10, 12:01 PM               Page 19
E! 3266 EUROENVIRON WEBAIR                                    Consortium Agreement




Authorized to sign on behalf of: SYRECO, Italy




Signature                                  Date




Name                                       Title




Commercial-In-Confidence                 23-04-10, 12:01 PM               Page 20

								
To top