FP7 Model Consortium Agreements

Warsaw, 12th December 2007 Willem Wolters, Universities Team of Experts (UNITE)

and Wageningen International Helpdesk

FP7 Model Consortium Agreements 1

Rules for Participation, Article 24

internal organisation distribution of Community financial

contribution rules on dissemination, use and access rights settlement of internal disputes liability, indemnification and confidentiality

FP7 Model Consortium Agreements 2

DESCA (development of a simplified consortium agreement) ANRT, Helmholtz and KOWI, EARTO, Unite, EuroChambres based upon FP6 model UNECA

IPCA (integrated project consortium agreement) ICT industry based upon IPCA model for FP6

IMG4 Aerospace industry based upon ANRT model for FP6

DESCA, for whom

for Collaborative Projects and NoE’s

aims:- as simple and comprehensible as possible- non lawyers and researchers friendly- as flexible as possible

DESCA, structure 1

Core text- General Issues and Liability- Governance structure- Financial provisions- Intellectual Property Rights (2 modular versions)

DESCA, structure 2

Modules

- Module A – Governance structure for Small Collaborative Project

- Module B – Specific Software provisions

DESCA, structure 3

Attachments- Background included (positive list)- Background excluded (negative list)- Accession document- Listed Affiliated Entities- Address list- List of third parties to which transfer of Foreground is

possible without prior notice to the other Parties

DESCA, definitions

Definitions (in addition to Definitions Rules for Participation)

- Consortium Plan- Consortium Budget- Defaulting Party- Needed- Software

DESCA, Governance 1 – consortium bodies

General Assembly- 1 representative of each Party Executive Board- Coordinator’s representative + Sub Project (or WP) Leaders Sub Project Committee (if applicable) Coordinator Management Support Team

DESCA, Governance 2

General provisions for all Consortium Bodies- Representation in meetings- Preparation and organisation of meetings- Voting rules and quorum- Veto rights

Specific provisions for each Consortium Body

DESCA, Intellectual Property Rights 2 - modular

versions

Option 1: initiators DESCA

Option 2: Industry orineted

DESCA, IPR – Joint ownership

Option 1: Article II.26.2 Grant Agreement shall apply, default joint ownership regime (in the absence of joint ownership agreement):non-exclusive licences to third parties (without any right to sublicense), 45 days prior notice, fair and reasonable compensation

Option 2: unless otherwise agreed between the joint owners, each of the joint owners shall be entitled to use the joint Foreground as it sees fit, and to grant non-exclusive licences

- no consent from other joint owner(s)

- no compensation

DESCA, IPR – Background covered

Option 1:- identification of

Background (positive list)- limitation to specific

department- Background not listed

excluded from Access Rights

- Negotiate in good faith additions to positive list for other Background needed

Option 2: - identification of specific

Background excluded from Access Rights

- All other Background available for granting of Access Rights in accordance with the provisions of this CA

DESCA, IPR – Access Rights

Definition ‘Needed’:

- For implementation of the Project:

without Access Rights, carrying out tasks assigned to requesting Party would be impossible, significantly delayed, or require significant additional financial or human resources

- For Use:without Access Rights, Use of requesting Party’s own Foreground would be technically or legally impossible

DESCA, IPR – Access Rights for

implementation

Model Grant Agreement- Foreground: royalty-free- Background: royalty-free, unless otherwise agreed

DESCA- Foreground and Background: royalty-free

DESCA, IPR – Access Rights for Use

Model Grant Agreement:- Foreground: fair and reasonable conditions or royalty-free- Background: fair and reasonable conditions or royalty-free

DESCA, IPR – Access Rights for Use

Option 1:- Access Rights to

Foreground on fair and reasonable conditions

- Access Rights to Background on fair and reasonable conditions

Option 2:- Access Rights to

Foreground royalty-free- Access Rights to

Background on fair and reasonable conditions

DESCA, IPR – Access Rights for Affiliated

Entities

Option 1: Affiliated Entities have Access Rights under the conditions of Article II.34.3 of the Grant Agreement, i.e. for use of own Foreground

Option 2: (in addition to Article II.34.3 of the Grant Agreement), Affiliated Entities have Access Rights for use of Foreground licensed to them

DESCA, IPR – Additional Access Rights

Option 1: any grant of Access Rights not covered by this CA shall be at the absolute discretion of the owner and subject to such terms and conditions as may be agreed between the owning and receiving Parties

Option 2: the Parties agree to negotiate in good faith any additional Access Rights to Foreground as might be asked for by any Party, upon adequate financial conditions to be agreed

DESCA

Use and promotion of DESCA by Wageningen UR

- Internally- Externally

Independence – Affiliated Entities

Rules for Participation, Article 6:1. Two legal entities shall be regarded as independent of each other where neither is under the direct or indirect control of the other or under the same direct or indirect control as the other.

2. For the purpose of paragraph 1, control may, in particular, take either of the following forms:(a) > 50% issued share capital or voting rights(b) the direct or indirect holding, in fact or in law, of decision-making powers in the legal entity concerned

Independence – Affiliated Entities

EPSS - Electronic Proposal Submission System

Independence – Affiliated Entities

Model Grant Agreement, Article II.1:

Affiliated Entity means any legal entity that is under the direct or indirect control of a Beneficiary, or under the same

direct or indirect control as the beneficiary. Wageningen UR:- Each DLO-BV is an Affiliated Entity of Stichting DLO- Each DLO-BV is an Affiliated Entity of each other DLO-BV

- For discussion: Wageningen University and Stichting DLO are (not) Affiliated Entities

Further information

http://cordis.europa.eu/fp7/ http://www.ipr-helpdesk.org/ http://www.desca-fp7.eu/DESCA/descahome

.htm http://www.unite.be/

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