ERA.Net RUS

Consortium Agreement Section 1 Subject, Purpose and Duration

(1) The ERA.NET RUS Consortium Agreement is a supplement to the provisions of the

ERA.NET RUS Grant Agreement (Number 226164) and its Annexes and is drawn up in order

to

a. specify the organisation of the work,

b. organise the management of the ERA.NET RUS Project, as well as

c. define the rights and obligations of the Parties:

Germany Project Management Organisation of the Federal Ministry of Education and Research- German Aerospace Center (DLR, the Coordinator) Federal Ministry of Education and Research (BMBF) Austria Federal Ministry of Science and Research (BMWF) Centre for Social Innovation (ZSI) Estonia Archimedes Foundation (Archimedes) Finland Academy of Finland (AKA) France Ministry of Higher Education and Science (MESR) Ministry of European and Foreign Affairs (MEAA) National Centre for Scientific Research (CNRS) Greece General Secretariat for Research and Technology (GSRT), Hellenic Ministry of Development Hungary National Office for Research and Technology (NKTH) Norway Research Council of Norway (RCN) Russia Russian Research Center “Kurchatov Institute” (KIAE) State University, Higher School of Economics (HSE) International Centre for Innovations in Science, Technology and Education (ICISTE) Institution of the Russian Academy of Sciences, A.N.Bach Institute of Biochemistry of RAS (INBI RAS) Spain Joint Research Centre, Institute of Prospective Technological Studies (IPTS) Turkey The Scientific and Technological Research Council of Turkey (TUBITAK)

1/30

(2) The listed Parties in Section 1 (1) of this ERA.Net RUS Consortium Agreement form

the ERA.Net RUS Consortium. (3) The ERA.NET RUS Consortium Agreement was drawn up to take steps for achieving

transparency, complementarities and as far as possible integration among the Parties as well

as between the Parties and the EU in the field set forth in Annex I (Description of Work) of

the ERA.NET RUS Grant Agreement, and to establish structures to this end, as agreed

between the Parties and the European Union during the course of the project and in

accordance with the provisions of the ERA.NET RUS Grant Agreement.

(4) The ERA.NET RUS Consortium Agreement shall enter into force together with the

entry into force of the ERA.Net RUS Grant Agreement. It shall continue in full force and effect

i) until the fulfilment of the ERA.NET RUS Grant Agreement and the complete

discharge of all obligations required to carry out the ERA.NET RUS project by the

Parties under the ERA.NET RUS Grant Agreement or under this ERA.NET RUS

Consortium Agreement, whichever is the later, or

ii) until termination of any Party’s participation as specified under Section 2 of Annex II

of the ERA.NET RUS Grant Agreement.

Section 2 Definitions (1) Words in the ERA.Net RUS Consortium Agreement beginning with a capital letter

shall have the meaning defined either herein or in the Rules for Participation or in the Grant

Agreement including its Annexes without the need to replicate said terms herein.

(2) ‘Party’ means Signatory Party. All Parties shall have the same rights and obligations

under this Consortium Agreement unless expressly stated otherwise.

(3) ‘Third Party’ means any entity which is not a signatory to this Consortium Agreement.

Subcontracting is covered by subsection II.7 of Annex II of the ERA.Net RUS Grant

Agreement.

(4) ‘Defaulting Party’ means a Party which the Steering Board has identified to be in

breach of this Consortium Agreement and/or the Grant Agreement as specified in Section 7

of this Consortium Agreement.

(5) ‘Background’ means any information and rights held by a Party prior to accession to

the ERA.Net RUS Grant Agreement.

(6) ‘Foreground’ means the knowledge and results that are generated during the

implementation of the ERA.Net RUS project.

2/30

(7) “Force majeure’ shall be defined as an event or circumstance beyond the control of

the Parties, such as a war, strike, riot, crime, or a natural catastrophe, which prevents one or

several Parties from fulfilling their obligations under the Grant Agreement.

Section 3 ERA.Net RUS Steering Board (1) In order to take decisions on the overall organisation of ERA.NET RUS and its

implementation as specified in Annex I of the ERA.NET RUS Grant Agreement, the Parties

shall meet as the ERA.NET RUS Steering Board.

(2) To this end, each Party appoints one authorised representative with appropriate

decision making power to the ERA.NET RUS Steering Board by notice in writing to the

ERA.NET RUS Coordinator. If the representative is unable to attend the meeting, a

substitute for the Party in concern or the respective embassy may attend in his or her place.

In this case, the representative shall inform the ERA.NET RUS Coordinator at least 7

working days before the meeting in writing. Representatives may be accompanied by

advisors at meetings of the ERA.NET RUS Steering Board.

(3) The Parties’ representatives acting in the ERA.NET RUS Steering Board shall be

referred to collectively as the ‘ERA.NET RUS Steering Board’ for the purpose of convenience

only and without creating any partnership or agency between or on behalf of the Parties.

(4) The ERA.NET RUS Steering Board shall, in accordance with the ERA.NET RUS

Consortium Agreement and the ERA.NET RUS Grant Agreement, take necessary decisions

relating to the ERA.NET RUS Project and the ERA.NET RUS Consortium and shall in this

regard particularly deal with the following:

i) with respect to the Parties’ obligations under the ERA.NET RUS Grant Agreement

and their relationship with the European Commission, any proposal for revising the

current ERA.NET RUS Description of Work (DoW) as specified in Annex I of the

ERA.NET RUS Grant Agreement and adoption of any new activities;

ii) acceptance of deliverables as specified in Annex I of the ERA.NET RUS Grant

Agreement;

iii) acceptance of observers from other countries to the ERA.NET RUS Steering Board

meetings;

iv) endorsement and acceptance of new Parties to the ERA.NET RUS Grant Agreement

and this agreement;

v) proposals to all ERA.NET RUS Parties for amendments to the ERA.NET RUS

Consortium Agreement;

3/30

vi) in accordance with Section 6 of this ERA.NET RUS Consortium Agreement, in case

of default of a ERA.NET RUS Party, decisions on any action to be taken, including

decisions on serving any notices required and/or requesting audits on ERA.NET RUS

Grant Agreement issues from the European Commission and proposals to the

defaulting Party/ies to assign such Party’s tasks to other Parties and if appropriate to

agree upon a new entity to join the ERA.NET RUS Consortium for that purpose; in

case of a default of the ERA.NET RUS Coordinator in the performance of his tasks,

this includes the possible nomination of a new ERA.NET RUS Coordinator;

vii) agreement on the suspension of all or part of the activities under the ERA.NET RUS

Consortium Agreement or the ERA.NET RUS Project, or to terminate the ERA.NET

RUS Grant Agreement, and the procedures for suspension or termination, including

bringing forward such proposal to the European Commission;

viii) any decision to instruct the ERA.NET RUS Coordinator to ask the European

Commission on behalf of the ERA.NET RUS Consortium to terminate the

participation of one or more ERA.NET RUS Grant Agreement parties;

ix) information and communication policy of ERA.NET RUS, including the adoption of

any major official ERA.NET RUS information material.

(5) The decision making process in an ERA.NET RUS Steering Board meeting is based

on a ‘one partner - one vote’ principle. Consensus voting should be the general aim for all

decisions. In case of non-consensus, decisions shall be taken by a majority of 2/3, provided

that a 2/3 majority of Parties are present or represented. No Party can be forced to join a

strategic activity against its wish.

(6) Decision making by written procedure via paper or e-mail is possible. If decision

making by written procedure is necessary, the ERA.NET RUS Coordinator will e-mail the

matter under discussion to all ERA.NET RUS Steering Board members and set a deadline.

The ERA.NET RUS Coordinator will register all communication on the respective topic; no

Party has a vote in decisions relating to its own failure to meet project goals and deadlines or

other violations of the terms of the ERA.NET RUS Grant Agreement.

(7) Meetings of the ERA.NET RUS Steering Board shall be convened by the ERA.NET

RUS Coordinator and if applicable in collaboration with the ERA.NET RUS WP leader. A first

draft agenda will be posted by mail, faxed or e-mailed to the representatives of all ERA.NET

RUS Steering Board members at least 21 calendar days prior to the meeting.

(8) The ERA.NET RUS Steering Board meetings are prepared, chaired and minuted by

the ERA.NET RUS Coordinator and/ or where applicable the Work Package Leader in

charge. The minutes shall record inter alia all decisions taken. A draft of the minutes shall be

4/30

sent to the representatives of the ERA.NET RUS Steering Board within 14 calendar days

after the closing date of the meeting. The minutes shall be considered accepted if no

objections are raised within 14 calendar days after the receiving of the draft minutes. The

final version of the minutes shall be considered as prima facie evidence of the discussions

and decisions taken.

Section 4 ERA.NET RUS Work Packages, their Work Package Leaders and Task leaders (1) Each Party that has agreed to develop and run one of the six ERA.NET RUS Work

Packages is obliged to nominate a contact person as Work Package Leader, to set up a

team consisting of the other partners involved in the Work Package, and to decide on a Work

Package strategy. Work Package execution is, therefore, organised and controlled by the

Work Package Leader. The Work Package leaders have to ensure close cooperation with

the Task leaders. Workshops and conferences in the scope of the relevant Work Package

are prepared, chaired and minuted by the Work Package Leader and –where necessary- co-

chaired by the ERA.NET RUS Coordinator. All activities within each Work Package have to

be diligently documented by the Work Package Leader.

(2) Each Work Package Leader shall be responsible for:

i) delivering progress reports (synthetical activity reports) on the progress of the Work

Packages activities to the ERA.NET RUS Coordinator every six months (using

internal reporting sheets);

ii) producing an abstract at the end of the respective Work Package, presenting the

background, aims and most important results of the respective Work Package as well

as delivering this abstract to the ERA.NET RUS Coordinator no later than 1 month

after the termination of the Work Package;

iii) presenting the Work Package conclusions, decisions, results and deliverables to the

ERA.NET RUS Steering Board at the relevant meetings. This information and all

relevant documents shall be sent to the ERA.NET RUS Coordinator at least 21

calendar days prior to the ERA.NET RUS Steering Board meeting;

iv) analysing and documenting any default of a Party in relation to its Work Package

obligations and proposing necessary remedial measures to the ERA.NET RUS

Coordinator.

vi) contributing to the preparation of the formal reports to be addressed to the European

Commission.

(3) Task leader

5/30

The Task leader (as identified in Annex I of the Grant Agreement) support the Work Package

Leader and are responsible for the organization of the work in the Task and for the

preparation of the deliverables.

The Task leader shall regularly report to the respective WP leader on the implementation of

the Task. Any deviation from the work plan has to be reported to the respective Work

package leader immediately in order to decide on necessary action on task level.

In case of disagreement between Task leader and Parties participating on the

implementation of the Task the Work package leader and - where necessary - the ERA.Net

RUS coordinator should be informed and involved in the discussion, in order to reach a

decision.

Section 5 ERA.Net RUS Coordinator The Coordinator shall be the intermediary between all Parties and the European

Commission. The ERA.NET RUS Coordinator shall promptly perform all tasks assigned to

him according to the ERA.NET RUS Grant Agreement and shall do so in the interest of all

Parties and as further described in the ERA.NET RUS Consortium Agreement. The

ERA.NET RUS Coordinator shall in particular be responsible for

i) assistance to the ERA.NET RUS Steering Board in monitoring the tasks, activities

and deliverables under the ERA.NET RUS Grant Agreement as well as informing the

ERA.NET RUS Steering Board on any non-performance;

ii) timely collection of reports, deliverables, cost and other statements as well as

certificates on financial statements from the Parties;

iii) forwarding any relevant information connected with the fulfilment of the ERA.NET

RUS Grant Agreement to the ERA.NET RUS Steering Board and the Parties

concerned;

iv) performing with due diligence his tasks in the proper administration of funds and

maintaining financial accounts;

v) arranging for the payment and, in case of default, the withholding of payments;

vi) administering and forwarding any unilateral requests for the termination of a Party’s

participation in the ERA.NET RUS Grant Agreement to the ERA.NET RUS Steering

Board and the European Commission.

Section 6 Obligations of all ERA.Net RUS Parties (1) Each ERA.NET RUS Party shall document the active work time and money spent on

activities directly relating to the execution of the project. Each participating Party in ERA.NET

RUS, therefore, is responsible for

6/30

i) collecting original receipts, financial documents and time documentation forms

relevant to the execution of the project and make them accessible to the auditor;

ii) timely delivery of all cost statements, certificate on financial statements and reports to

the ERA.NET RUS Coordinator;

iii) active participation in the production of deliverables;

iv) immediately alerting the respective Work Package Leader and the ERA.NET RUS

Coordinator in case of any delay in the implementation of the Work Package activities

or in case of default of any Party;

v) actively contributing to dissemination activities on national and international level by

communicating the network and its activities to different target groups such as the

general public, stakeholders, scientific communities etc;

vi) communicating all dissemination and knowledge management activities as specified

in the Knowledge Management Plan every six months, starting July 2009, directly to

the WP5 Leader, i.e. the ERA.NET RUS Coordinator.

(2) Each Party to whom subcontracting money has been allocated is responsible for

running the tender procedure under consideration of the relevant national and EU public

procurement laws. The terms of reference of tenders have to include at least the following

information: specification of tasks to be subcontracted; information on the respective

ERA.NET RUS Work Package; detailed content and reason for subcontracting; clear

identification of the tender procedure and the respective deadlines. Any subcontract, whose

cost will be claimed as eligible cost from the European Commission, must be awarded to the

bid offering best value for money (best price-quality ratio) under conditions of transparency

and equal treatment. A Party that enters into a subcontract or otherwise involves third parties

(including but not limited to Affiliated Entities) in the project remains solely responsible for

carrying out its tasks of the project and for such third party’s compliance with the provisions

of this Consortium Agreement and the ERA.Net RUS Grant Agreement. It has to ensure that

the involvement of third parties does not affect the rights and obligations of the other Parties

under this Consortium Agreement and the ERA.Net RUS Grant Agreement.

(3) No rights or obligations of the Parties arising from this Consortium Agreement may be

assigned or transferred, in whole or in part, to any third party without the other Parties’ prior

formal approval.

(4) Each Party involved has free use of the knowledge incorporated in project

deliverables, except if marked confidential.

(5) Furthermore, regarding Foreground (Intellectual Property Rights, Use and

Dissemination), Articles II.26 - II.29 within Annex II of the Grant Agreement shall apply.

7/30

Section 7 Defaults and Remedies (1) Non-performance or default, including delay, is considered a breach of Grant

Agreement, if it is not due to Force Majeure and if it is irremediable or not remedied within 30

calendar days of notice in writing by either the respective Work Package Leader, the

ERA.NET RUS Coordinator or the Steering Board. However, Force Majeure is not intended

to excuse negligence or other malfeasance of a Party, as where non-performance is caused

by usual und natural consequences of external forces, or where the intervening

circumstances are specifically contemplated.

(2) The ungrounded lack of representation in two consecutive meetings of the ERA.NET

RUS Steering Board without prior notice shall be considered a breach of Grant Agreement

without requiring notice.

(3) In event of a breach of Grant Agreement, the ERA.NET RUS Steering Board may

decide to terminate its co-operation with such Party by written notice sent by the ERA.NET

RUS Coordinator. A termination procedure will then be proposed to the European

Commission.

(4) In case of termination, the work and tasks remaining to be performed by the

defaulting Party may be assigned to the other Parties by decision of the ERA.NET RUS

Steering Board members, or to third Parties acceptable to the European Commission which

will on the side of the European Commission be regulated by a Grant Agreement

amendment.

(5) The defaulting Party is liable for the increase of all reasonable direct costs for Parties

taking over tasks from defaulting Parties, limited to the total maximum amount the defaulting

Party would have been entitled to receive under this project.

(6) If a Party misuses or overspends the allocated funds, then the Party has to recover it.

(7) If a Party enters into bankruptcy or liquidation, the other Parties shall take over the

fulfilment of such Party‘s tasks and receive subsequent payments under the Grant

Agreement in respect thereof.

Section 8 Liability (1) No warranties: In respect of any information or materials supplied by one Party to

another under the Project, no warranty or representation of any kind is made, given or implied

as to the sufficiency or fitness for purpose nor as to the absence of any infringement of any

8/30

proprietary rights of third Parties. Therefore the recipient Party shall in all cases be entirely and

solely liable for the use to which it puts such information and materials.

(2) Limitations of contractual liability: No Party shall be responsible to any other Party for

any indirect or consequential loss or similar damage such as, but not limited to, loss of profit,

loss of revenue or loss of Grant Agreements, provided such damage was not caused by a

wilful act, gross negligence or by a breach of confidentiality.

The terms of this Consortium Agreement shall not be construed to amend or limit any Party’s

non-contractual liability.

(3) Damage caused to third Parties: Each Party shall be solely liable for any loss,

damage or injury to third Parties resulting from the performance of the said Party’s

obligations by it or on its behalf under this Consortium Agreement or from its use of

Foreground or Background.

(4) Force Majeure: No Party shall be considered to be in breach of this Consortium

Agreement if such breach is caused by Force Majeure. Each Party will notify the competent

Consortium Bodies of any Force Majeure as soon as possible. If the consequences of Force

Majeure for the Project are not overcome within 6 weeks after such notification, the transfer

of tasks - if any - shall be decided by the competent Consortium Bodies.

Section 9 Finances (1) The financial contribution of the European Commission shall be distributed to the

ERA.Net RUS Consortium without undue delay by the Coordinator after receipt of funds from

the European Commission according to subsection II.6 (payment modalities) of Part A of

Annex II of the ERA.Net RUS Grant Agreement.

(2) Related banking and transaction costs are borne by the receiving Party.

(3) The ERA.NET RUS Coordinator shall maintain financial accounts tracing payments

made and identifying what portion of the European Commission financial contribution has

been paid to each Party.

In particular, the Coordinator shall:

i) notify the Party concerned promptly of the date and composition of the amount

transferred to its bank account, giving the relevant references

ii) perform diligently its tasks in the proper administration of any funds and in

maintaining financial accounts

iii) undertake to keep the Community financial contribution to the project separated from

its normal business accounts, its own assets and property, except if the Coordinator

is a Public Body or is not entitled to do so due to statutory legislation.

9/30

(4) Each Party shall be solely responsible for demonstrating its costs in accordance with

its own usual accounting and management principles and practices with respect to the

project towards the EC. Neither the ERA.NET RUS Coordinator nor any of the other Parties

shall be in any way liable or responsible for such demonstration towards the European

Commission.

(5) A financial report shall be delivered to the ERA.Net RUS coordinator every 6 months

(using the internal accounting sheet), starting July 2009.

(6) Each Party shall be solely liable for its financial data (cost statements).

(7) After project end each Party is responsible for the organisation and implementation of

the financial audit. The financial audit must be implemented in time and in consideration of

the financial guidelines of the 7th Framework programme, meaning that a financial audit is

only necessary for partners with a budget equal to or exceeding 375.000€ per reporting

period.

Section 10 Withdrawal of Parties (1) No Party shall be entitled to withdraw from this agreement and/or participation in the

ERA.NET RUS Project unless that Party has obtained prior written announcement of the

ERA.NET RUS Steering Board, subsequently the Grant Agreement will be terminated by the

European Commission and the partner might be replaced by another partner. A respective

consent decision of the Steering Board should not to be unreasonably withheld.

(2) However, a Party shall not by withdrawal or termination be relieved from its

responsibilities for work on the project which has already been carried out or which should

have been carried out up to the date of withdrawal or termination, or any of its obligations or

liabilities arising from such withdrawal or termination.

(3) If modifications of a Party’s statute or mission prevent it from further participation in

the project, such Party is entitled to request consent from the ERA.NET RUS Steering Board

to unilaterally withdraw from or terminate its part of the Grant Agreement.

Section 11 Accession of Parties A Party may join this Consortium Agreement after written consent of all Parties. For

accession, the Accession Form in Attachment 1 of this Consortium Agreement has to be

signed by the authorised representatives of the ERA.Net RUS Coordinator and the acceding

Party.

Section 12 Settlement of Disputes

10/30

(1) The Parties shall endeavour to settle any disputes amicably.

(2) In the event of any dispute, difference, controversy or claim arising from or in

connection with this ERA.NET RUS Consortium Agreement, the Parties will meet to attempt

to settle the dispute, difference, controversy or claim in a meeting. If necessary, a second

meeting will be held under the supervision of the ERA.NET RUS Steering Board.

(3) Any dispute, difference, controversy or claim which cannot be settled by mutual

agreement can be referred to an arbitrator chosen by the ERA.NET RUS Steering Board or/

and to the local court (in Brussels). The decision of the local court shall be final and not

subject to appeal.

(4) The law of Belgium shall govern this ERA.NET RUS Consortium Agreement.

Section 13 Language of Agreement The language of this agreement is English. English will also be the language of all

documents, notices and meetings related to the project.

Section 14 Amendments Any amendments of this Agreement will only be accepted in written form.

Section 15 Status of IPTS Because of its particular status as a Commission Directorate-General and in accordance with

the special clauses applicable to the Grant Agreement, the Joint Research Centre –

participating in this project through its Institute for Prospective Technological Studies (IPTS)

– signs an Administrative Arrangement with DG RTD. This Administrative Arrangement is an

annex to the Grant Agreement and regulates relations within the Commission including inter-

Commission payments.

Section 16 Miscellaneous No representation, partnership or agency: The Parties shall not be entitled to act or to make

legally binding declarations on behalf of any other Party. Nothing in this Consortium

Agreement shall be deemed to constitute a joint venture, agency, partnership, interest

grouping or any other kind of formal business grouping or entity between the Parties.

11/30