COLLABORATION AGREEMENT
References:
1. Proposal for ERA-Net submitted to the Call for Proposals Smart Grids Plus RegSYS 1. Ausschreibung (2018) dated 02.11.2018 (also in Annex 1)
2. Description of Work (also in Annex 1)
List of Contents
COLLABORATION AGREEMENT ... 1
References: ... 1
List of Contents ... 2
Section 1: Definitions ... 7
Section 2: Purpose, Nature and Duration of the Agreement ... 9
2.1 Purpose ... 9
2.2 Nature of the Agreement ... 9
2.3 Duration ... 10
3.1 General Structure ... 10
3.2 The Parties’ Representatives ... 11
Section 4: Responsibilities of each Party ... 11
4.1 General Responsibilities ... 11
4.2 Responsibilities towards the Co-ordinator and the Executive Board ... 11
4.3 Rights and Obligations of the Parties towards each othe4.3.1. Obligations between the Parties ... 11
4.3.2. Exchange of Information ... 12
Section 5: Responsibilities and Authority ... 12
5.1 Preparation an organisation of meetings ... 12
5.1.1 Convening meetings ... 12
5.1.2. Notice of a meeting ... 12
5.1.3. Sending the agenda ... 13
5.1.4. Adding agenda items ... 13
5.1.5. Voting procedures and meetings ... 13
5.1.6. Voting rules and quorum ... 13
5.1.7. Minutes of meetings ... 14
5.1.8. Veto rights ... 14
5.2 Specific operational procedures for the Collaboration Bodies ... 14
5.2.1 Executive Board ... 14
5.2.2 Decisions ... 15
the acceptance of new parties.5.2.3 Meetings ... 15
5.2.4 Kick-off ... 15
5.2.5 Veto ... 15
5.3 Project Co-ordinator... 15
5.3.1 Rights and Obligations ... 15
5.3.2 Responsibilities of the Project Co-ordinator ... 16
5.3.3 No power of Representation ... 16
5.3.4 Submitting Deliverables ... 16
5.3.5 Specific Authorisation of the Project Co-ordinator ... 16
5.4 Project Management Team (PMT) ... 16
5.4.1. Rights and Obligation ... 16
5.4.2. Responsibilities... 16
5.5. Support Team (SUPT) ... 16
5.5.1. Rights and Obligation... 16
5.5.2. Votes ... 16
5.6. Work Package Leaders (WPL) ... 16
5.7. Establishment of the Work Plan ... 17
5.8. End User Workgroup (EUW) ... 17
Section 6: Costs - Payments ... 17
6.1 General Principles ... 17
6.2 Financial planning and reporting data ... 17
Section 7: Confidentiality ... 17
Section 8: Liabilities ... 19
8.1 Liability of the Parties towards each other ... 19
8.2 Liability... 19
8.2.1 Liability in the event of claims between the Parties, ... 19
8.2.2 Other exceptions ... 19
8.3 Liability towards Third Parties ... 20
8.4 Third Parties ... 20
8.5 Defaults and Remedies ... 20
8.5.1 Procedures and Consequences ... 20
Section 9: Force Majeure ... 21
Section 10: Intellectual Property Rights ... 21
10.1 General Provisions ... 21
10.2 Protection of Foreground ... 21
10.2.1 Joint Foreground ... 21
10.2.2 Application for a registered right ... 22
10.3 Assigning ownership of Foreground ... 22
10.4 IPR Directory ... 23
10.5 Access-rights ... 24
10.5.1 General Principles ... 24
10.5.2 Access-rights for carrying out the Project ... 24
10.5.3 Access-rights for Use ... 24
10.5.4 Access-rights for Parties joining or leaving the Project ... 25
10.5.5 Specific Provisions for Access-rights to Software ... 25
Section 11: Dissemination ... 26
11.1 Publications of own Foreground ... 26
11.2 Procedure ... 26
11.3. Dissemination ... 27
11.4 Disclaimer and marking of confidential information provided to the NGA ... 27
Section 12: Accession and Termination ... 27
12.1 Accession to the Collaboration Agreement ... 27
12.2 Rules for Termination ... 27
12.3 Termination by the NGA ... 27
12.4 Termination due to Bankruptcy or Liquidation ... 28
12.5 Continuance of Regulations ... 28
13.6 Continuance of Sublicenses... 28
Section 13 Settlement of Disputes ... 28
13.1 Conflict Resolutions ... 28
13.2. Courts ... 28
Section 14: Language ... 29
Section 15: Notices ... 29
Section 16: Applicable Law ... 29
Section 17: Entire Agreement – Amendments / Severability ... 29
Section 18: Personal Data ... 30
Section 19: Counterparts ... 30
SIGNATURES ... 30
ANNEX I – Description of Work (DoW) ... 53
ANNEX II – Recipients for Notices ... 54
ANNEX III – IPR Directory ... 57
ANNEX IV - Accession document - ... 60
This COLLABORATION AGREEMENT is made on 6th of June 2019 BETWEEN
1. AIT Austrian Institute of Technology GmbH (Co-ordinator or PC) Giefinggasse 4
1210 Wien Austria (FN: 115980i)
2. Energienetze Steiermark GmbH Leonhardgürtel 10
8010 Graz Austria (FN: 60562m)
3. Siemens Aktiengesellschaft Österreich Siemensstraße 90
1210 Wien Austria (FN: 60562m)
4. Klima- und Modellregion, Gemeinde Gasen Gasen 3
8616 Gasen Austria
(Gemeindekennziffer: 61711) 5. Technische Universität Wien
Karlsplatz 13 1040 Wien Austria
(ATU37675002)
6. Fachhochschule Technikum Wien Mariahilfer Straße 37-39
1060 Wien Austria
(ZVR: 074476426) 7. lab10 collective eG
Strauchergasse 13 8020 Graz
Austria (FN: 474612i)
8. Energie Steiermark Kunden GmbH Leonhardgürtel 10
8010 Graz Austria
(FN: FN202411p)
9. Fraunhofer-Gesellschaft zur Förderung der angewandten Forschung e.V., Fraunhofer Hansastraße 27c
80686 München Germany
(VR: 4461)
as legal entity for its
Institute for Solar Energy Systems ISE Heidenhofstraße 2
79110 Freiburg Germany
10. E.ON Energy Solutions GmbH Carl-von-Linde-Str. 38,
85716 UnterschleißheimGermany (HRB: 192087)
11. Fakt AG
Huttropstraße 60 45138 Essen Germany (HRB: 22280) 12. Malmö stad
Miljöförvaltningen 205 80 Malmö Sweden
(Registration number: 212000-1124) 13. E.ON Energidistribution Aktiebolag
205 09 Malmö Sweden
(Registration number: 556070-6060) 14. E.ON Energilösningar Aktiebolag
205 09 Malmö Sweden
(Registration number: 556014-5889) 15. RISE Research Institutes of Sweden AB
Sven Hultins plats 5 412 58 Göteborg Sweden
(Registration number: 556464-6874) 16. Lunds universitet
International Institute for Industrial Environmental Economics (IIIEE) P.O. Box 196
221 00 Lund Sweden
(Registration number: 202100-3211)
17. Malmö kommuns parkeringsbolag Box 60018
216 10 Limhamn Sweden
(Registration number: 556191-3095) 18. Vasakronan AB
Box 334 201 23 Malmö Sweden
(Registration number: 556061-4603) 19. Serneke Group AB
Kvarnbergsgatan 2 411 05 Göteborg Sweden
(Registration number: 556669-4153)
20. ORE Catapult Development Services Limited Inovo Building, 121 George Street,
Glasgow, G1 1RD Scotland
(05636283)
21. University of Strathclyde
Institute for Energy and Environment, Department of Electronic & Electrical Engineering, University of Strathclyde
204 George Street Glasgow G1 1XW Scotland
(VAT: 261339762)
22. Smarter Grid Solutions Limited Registered Office at Optima Building 58 Robertson Street
Glasgow, G2 8DU Scotland
(SC344695)
hereinafter, jointly or individually, referred to as "Parties" or "Party"
relating to the Project entitled
Concepts, Demonstration and replication for Local User-friendly Energy Communities
in short
CLUE
WHEREAS:
(A) The Parties, having considerable experience in the field concerned, have submitted a Proposal for the project Concepts, Demonstration and Replication for Local User- friendly Energy Communities.
(B) The Parties wish to specify or supplement, between themselves, the provisions of the project work
NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:
Section 1: Definitions
"Access Rights": means licences and user rights to foreground or background.
“Affiliate” a Party means any legal entity directly or indirectly Controlling, Controlled by, or under common Control with that Party, for so long as such Control lasts.
For the above purposes, "Control" of any entity shall exist through the direct or indirect:
- ownership of more than 50% of the nominal value of the issued share capital of the entity or of more than 50% of the issued share capital entitling the holders to vote for the election of directors or persons performing similar functions, or
- right by any other means to elect or appoint directors of the entity (or persons performing similar functions) who have a majority vote.
Common Control through government does not, in itself, create Affiliate status.
“Allocated Work” shall mean the research work and the related activities allocated to any of the Parties in accordance with this contract, Annex I (DOW/Workplan).
“Application Programming Interface” or “API” means an interface or other means provided for by a Software application, component or library for the purpose of interfacing or interaction of other Software with such application, component or library including, but not limited to, data types and structures, constant and macro definitions, function and procedure definitions including their name, parameters, parameter count and parameter data type(s) and any data type of function results thereof, as set forth in header files, specifications and related documentation.
"Background" means information which is held by a Party prior to their accession to this agreement, as well as copyrights or other intellectual property rights pertaining to such information and that is introduced into the Project by that Party and which is needed for carrying out the Project (defined bellow) or for using Foreground;
“Controlled Licence Terms” means terms in any licence that require that the use, copying, modification and/or distribution of Software or another copyright work ("Work") and/or of any copyright work that is a modified version of or is a derivative work of such Work (in each case, "Derivative Work") be subject, in whole or in part, to one or more of the following:
(a) (where the Work or Derivative Work is Software) that the Source Code be made available as of right to any third party on request, whether royalty-free or not;
(b) that permission to create modified versions or derivative works of the Work or Derivative Work be granted to any third party;
(c) that a royalty-free licence relating to the Work or Derivative Work be granted to any third party.
For the avoidance of doubt, terms in any licence that merely permit (but do not require any of) these things are not Controlled Licence Terms.
“Defaulting Party" means a Party breaching its obligations of this Collaboration Agreement.
“Deliverables” means reports, including progress reports and certified audit reports, referred to in this Collaboration Agreement that have to be delivered to the Co-
“Effective Date” means the 1st of October 2019.
"Executive Board" means the project management decision-making body established in accordance with Section 5.2 and shall comprise representatives of all Parties.
“Fair and Reasonable Conditions” means fair market conditions.
“Force Majeure” shall mean any unforeseeable and exceptional event affecting the fulfilment of any obligation under this Collaboration Agreement by the parties, which is beyond their control and cannot be overcome despite their reasonable endeavours.
Any default of a product or service or delays in making them available for the purpose of performing this Collaboration Agreement and affecting such performance, including, for instance, anomalies in the functioning or performance of such product or service, labour disputes, strikes or financial difficulties do not constitute Force Majeure.
"Foreground" means the results, including information, whether or not they can be protected, which are generated under the Project. Such results include rights related to copyright; design rights; patent rights; plant variety rights; or similar forms of protection;
“Intellectual Property Rights" or "IPR" means patents, patent applications and other statutory rights in inventions; copyrights (including without limitation copyrights in Software); registered design rights, applications for registered design rights, unregistered design rights and other statutory rights in designs; and other similar or equivalent forms of statutory protection, wherever in the world arising or available; but excluding rights in Confidential Information or trade secrets.
“IPR Directory” shall mean a data summary that provides an overview over all Background to which a Party will grant Access Rights, Sideground, and all Foreground developed within the Project. Besides giving an ownership overview as well as an overview of the nature of knowledge, possibilities for dissemination and exploitation, the IPR Directory shall also include the currently agreed status of every item concerning access rights of the intellectual property. The Foreground, Sideground and Background which is open source software shall also include the licensing model of the open source software.
“Limited Source Code Access” means (a) access to the Object Code; and,
(b) where normal use of such an Object Code requires an API, access to the Object Code and such an API; and,
(c) if neither (a) nor (b) is available, access to the Source Code.
"National Grant Agreement" or "NGA" means the grant decision of the national funding agency of the Parties concerned or the written agreement of each Party with its national funding agency for the carrying out of the Project, including any amendment to such grant decision or written agreement that may from time to time be in force.
"National Funding Authority" or “NFA” means the respective national ministry, agency or similar public body granting the subsidy in the country of a Party
"Needed" and "Necessary" means For the implementation of the Project:
Access Rights are Needed if, without the grant of such Access Rights, carrying out the tasks assigned to the recipient Party would be technically or legally impossible, significantly delayed, or require significant additional financial or human resources.
For Exploitation of own Foregrounds:
Access Rights are Needed if, without the grant of such Access Rights, the Exploitation of own Foreground would be technically or legally impossible.
“Object Code” means software in machine-readable, compiled and/or executable form including, but not limited to, byte code form and in form of machine-readable libraries used for linking procedures and functions to other software.
"Party" or "Parties" means a party or the parties to this Collaboration Agreement.
"Project” means all the work referred to in Annex I.
"Project Share" means for each Party that Party's share of the total cost of the Project as shown in the National Grant Agreements.
"Proposal" means the proposal for the Project submitted by the Parties to ERA-NET on the 2nd of November 2018, including any amendments.
"Sideground"means information other than Foreground developed or otherwise acquired by a Party after the starting date of the Project, as well as copyright or other IPRs pertaining to such information, and that is introduced into the Project by that Party and noted in the IPR Directory as Sideground for use in execution of the Project.
"Software" means software programmes being sequences of instructions to carry out a process in, or convertible into, a form executable by a computer and fixed in any tangible medium of expression.
For the avoidance of doubt, Software may be Foreground, Sideground or Background
“Software Documentation” means software information, being technical information used or, useful in, or relating to the design, development, use or maintenance of any version of a software programme.
“Source Code” means software in human readable form normally used to make
modifications to it including, but not limited to, comments and procedural code such as job control language and scripts to control compilation and installation.
“Source Code Access” does not include any right to receive Source Code ported to a certain hardware platform, but only as available from the Party granting the Source Code Access.
“Own Direct Use” means
(a) developing, creating or marketing a product or process, (b) creating and providing a service, or
(c) using them in standardisation activities or (d) internal research activities
for the research organisation as defined in EC C198/2014 section 1.3. ee) this includes:
(e) developing, creating or marketing a product or process, including research on behalf of a third party for these purposes,
(f) funded research activities
“WP” or “Work Package” means the Work Packages laid out in the Proposal.
“Work Plan” means the collective Work Packages as laid out in the proposal and changed, modified or amended by the EB after information of the SUPT.
Section 2: Purpose, Nature and Duration of the Agreement
2.1 Purpose
The purpose of this Collaboration Agreement is to facilitate the fulfilment of the research work and related services and activities allocated to the Parties in Annex I (and as described in more detail in the Work Plan) by setting forth the terms and conditions pursuant to which the Parties agreed to function and cooperate in the performance of their respective tasks under this Collaboration Agreement.
2.2 Nature of the Agreement
(1) Nothing contained in this Collaboration Agreement shall constitute or be deemed to constitute either a partnership or any formal business organisation or legal entity between the Parties.
Each Party shall act as an independent contractor and not as the agent of any of the other Parties.
Nothing contained in this Collaboration Agreement shall be construed as constituting or organising the sharing of profits or losses arising out of the efforts of any other Party hereunder.
(2) If a Party finds a contradiction between the provisions of its National Grant Agreement and the provisions of this Collaboration Agreement, it shall inform the other Parties without delay. The Parties will jointly evaluate the contradiction and agree on a solution that does not jeopardize the Party's contribution but takes due account of the interests of the other Parties.
(3) Any reference in this Collaboration Agreement to Access Rights granted to a Party is deemed to incorporate a reference to Access Rights to any Affiliates of such Party, subject to the relevant terms set out herein.
(4) Any reference in this Collaboration Agreement to an obligation of a Party is deemed to incorporate a reference to an obligation on the part of such Party to procure that the relevant obligation is performed by any of the relevant Affiliates of that Party, subject to the relevant terms set out herein.
2.3 Duration
This Collaboration Agreement shall come into force as of the date of the signature of the NGA by the Co-ordinator (the Effective Date) and shall continue in full force and effect between the Parties unless terminated in accordance with Section 12 or on the day the last Party submits its final report to its NFA.
Section 3: Project Organisation and Management Structure
3.1 General Structure
The initial organisation structure of the Collaboration (the Collaboration Bodies) shall comprise the following:
(a) Executive Board (EB) is the supervisory body for the project execution and decision-making body in all relevant project matters under the conditions set forth in Section 5.2. The EB consists of one nominate representative of each Party with due authorisation to discuss, negotiate and agree decisions or provide recommendations made by the organs within the frame of their responsibilities.
(b) Project Management Team (PMT) will implement decisions of the EB and is responsible for the day-to-day project and consists of the PC and SUPT.
(c) Steering Committee (SC) coordinates the activities in development of WP and consists of WPLs from concerned WP and leaded by the Integration WPL. The SC shall consist of the WPLs from the development WP 3, 4, 5 and 6. and is responsible for the Coordination of activities for the development of WPs and shall make suggestions for its responsibilities to the PMT. The SC is responsible for the coordination of specification and development activities in WP 3, 4, 5 and 6.
The Collaboration Bodies shall be assisted by:
(i) Project Co-ordinator or Co-ordinator (PC) is the intermediary to the ERA-NET Project officer and is authorised to execute the project management, shall report and be accountable to the Executive Board under the conditions set forth in Section 5.3.
(ii) Scientific and Technical Manager (ST) is responsible for the scientific and technical issues including reports.
(iii) Administrative, Financial and Legal Manager (AFL) is in charge of administrative, financial and legal issues, reference contact point for these issues related to the Project and supports the PC for following budget and for management reporting.
(iv) Support Team (SUPT) is responsible for monitoring the technical progress and to alert the PC if any deviations from work plan arise as well as the day-to-day management and consists of the ST and the AFL.
(v) Work Package Leader (WPL) is responsible for stimulating and monitoring the performance of WP, coordinating the production of deliverables and scientific papers, the timely accomplishment of technical objectives, delivery of deliverables of his WP, reporting of progress major opportunities and threats according to work-plan as well as flagging insufficient quality or unacceptable delays to ST, overview of main highlights. The WPL is a person leading a WP as laid out in Annex 1.
(vi) End User Workgroup (EUW) is in charge of all end user related activities of the Project.
3.2 The Parties’ Representatives
Any member of a Collaboration Body (hereinafter referred to as "Member") should be present or represented at any meeting of such Collaboration Body, may appoint a substitute or a proxy to attend and vote at any meeting and shall participate in a cooperative manner in the meetings.
Section 4: Responsibilities of each Party
4.1 General Responsibilities
Each Party hereby undertakes with respect to other Parties all reasonable endeavours to perform and fulfil, promptly, actively and on time, all of its obligations under this Collaboration Agreement, including in particular the submission to the ERA-NET project officer of the deliverables as defined in the Work Plan. No Party shall however provide any guarantee and cannot be held liable if its obligations, performed and fulfilled as stated above, does not lead to a specific result.
Responsibilities and obligations taken by a Party according to its National Grant Agreement for this Project are to be borne by the Party itself.
In regard to Section 2.3. all Parties shall inform each other of the submission of their final reports to the NFA.
4.2 Responsibilities towards the Co-ordinator and the Executive Board
Each Party undertakes reasonable endeavours to supply promptly to the Co-ordinator all such information or documents as the Co-ordinator and the Executive Board need to fulfil obligations pursuant to this Collaboration Agreement and upon request of the ERA-NET project officer. Each Party shall supply the PC quarterly with a written report laying out the financial and personal resources and other data as requested by the PC used for the Project.
4.3 Rights and Obligations of the Parties towards each othe4.3.1. Obligations between the Parties
(a) Each Party undertakes reasonable endeavours:
• to notify the Co-ordinator and each of the Parties promptly of any significant problem and delay in performance; and
• to inform other Parties of relevant communications it receives from third parties in relation to the Project.
(b) Each Party agrees not to use knowingly, as part of a deliverable or in the design of such deliverable or in any information supplied hereunder, any proprietary rights of a third party for which such Party has not acquired the right to grant licences and user rights to the other Parties in accordance with the Collaboration Agreement, unless all of the other Parties have accepted such use in writing, such acceptance not to be unreasonably withheld. The knowledge of a Party shall on equal terms mean the knowledge a Party should have had e.g. it is state of the art, without being obliged to conduct separate patent research.
4.3.2. Exchange of Information
As Part of the ERA NET Project, no Party shall be obliged to make available or exchange any information or material as e.g. data (measurement data), algorithms, models, products or products details, except if needed to fulfil its National Grant Agreement.
Exchange of such information or material is at the signature of this CA not foreseen between Parties that are not subject of the same National Funding Authority. Any change thereof will be decided according to this CA and will need a change of the Work Plan.
Section 5: Responsibilities and Authority
5.1 Preparation an organisation of meetings 5.1.1 Convening meetings
The chairperson of a Collaboration Body shall convene meetings of that Collaboration Body.
Ordinary meeting Extraordinary meeting
Executive Board At least once a year At any time upon written request of the PMT or 1/3 of the Members of the Executive Board
Project Management Team
At least quarterly At any time upon written request of any Member of the Steering Committee
Steering Committee
At any time upon written request of any WPL
-
5.1.2. Notice of a meeting
The chairperson of a Collaboration Body shall give notice in writing of a meeting to each Member of that Collaboration Body as soon as possible and no later than the minimum number of days preceding the meeting as indicated below.
Ordinary meeting
Extraordinary meeting Executive Board 30 calendar
days
15 calendar days Project
Management Team
14 calendar days
7 calendar days Steering Committee 5 calendar days -
5.1.3. Sending the agenda
The chairperson of a Collaboration Body shall prepare and send each Member of that Collaboration Body a written (original) agenda no later than the minimum number of days
preceding the meeting as indicated below.
Executive Board 21 calendar days, 10 calendar days for an extraordinary meeting
Project Management Team
7 calendar days Steering Committee -
5.1.4. Adding agenda items
Any agenda item requiring a decision by the Members of a Collaboration Body must be identified as such on the agenda.
Any Member of a Collaboration Body may add an item to the original agenda by written notification to all of the other Members of that Collaboration Body up to the minimum number
of days preceding the meeting as indicated below.
Executive Board 14 calendar days, 7 calendar days for an extraordinary meeting
Project Management Team
2 working days Steering Committee -
During a meeting the Members of a Collaboration Body present or represented can unanimously agree to add a new item to the original agenda.
5.1.5. Voting procedures and meetings
Any decision may also be taken without a meeting if the Coordinator circulates to all Members of the Collaboration Body a written document which is then signed by all Members of the Collaboration Body.
Meetings of each Collaboration Body may also be held by teleconference or other telecommunication means.
Decisions will only be binding once the relevant part of the Minutes has been accepted according to Article 5.1.7.
5.1.6. Voting rules and quorum 5.1.6.1. Quorum
Each Collaboration Body shall not deliberate and decide validly unless two-thirds (2/3) of its Members are present or represented (quorum).
5.1.6.2. Votes
Each Member of a Collaboration Body present or represented in the meeting shall have one vote.
Decisions shall be taken by a majority of two-thirds (2/3) the votes.
Decisions to be taken by the EB and related to modification of the budget, the workplan, the declaration of breach, the acceptance of new parties, alternation of the Collaboration Agreement (not the annexes), the non-voluntary termination of the participation of a Party to
the Project or related to the change of Project Co-ordinator will be taken by unanimous consent. Defaulting Parties may not vote.
In case of a tie the Project Co-ordinator shall have the casting vote.
5.1.7. Minutes of meetings
5.1.7.1 The chairperson of a Collaboration Body shall produce written minutes of each meeting which shall be the formal record of all decisions taken. He shall send the draft minutes to all Members within 10 calendar days of the meeting.
5.1.7.2 The minutes shall be considered as accepted if, within 15 calendar days from sending, no Member has objected in writing to the chairperson with respect to the accuracy of the draft of the minutes.
5.1.7.3 The chairperson shall send the accepted minutes to all the Members of the Collaboration Body and to the Project Co-ordinator, who shall safeguard them.
If requested the Project Co-ordinator shall provide authenticated duplicates to Parties.
5.1.8. Veto rights
5.1.8.1. A Member which can show that its own work, time for performance, costs, liabilities, intellectual property rights or other legitimate interests would be severely affected by a decision of a Consortium Body may exercise a veto with respect to the corresponding decision or relevant part of the decision.
5.1.8.2. When the decision is foreseen on the original agenda, a Member may veto such a decision during the meeting only. When a decision has been taken on a new item added to the agenda before or during the meeting, a Member may veto such decision during the meeting and within 15 calendar days after the draft minutes of the meeting are sent. A Party that is not a Member of a particular Consortium Body may veto a decision within the same number of calendar days after the draft minutes of the meeting are sent. When a decision has been taken without a meeting a Member may veto such decision within 15 calendar days after written notification by the chairperson of the outcome of the vote.
5.1.8.3. In case of exercise of veto, the Members of the related Consortium Body shall make every effort to resolve the matter which occasioned the veto to the general satisfaction of all its Members.
5.1.8.4. A Party may neither veto decisions relating to its identification to be in breach of its obligations nor to its identification as a Defaulting Party. The Defaulting Party may not veto decisions relating to its participation and termination in the consortium or the consequences of them. A Party requesting to leave the consortium may not veto decisions relating thereto.
5.2 Specific operational procedures for the Collaboration Bodies 5.2.1
Executive Board
The Executive Board shall co-ordinate the Project. The Executive Board assumes overall responsibility for liaison between the Parties in relation to the Project, for analysing the results, for proper administration of the Project and for implementation of the provisions contained in the Collaboration Agreement.
The Executive Board shall be responsible for:
(a) supporting the Project Co-ordinator in fulfilling obligations towards the ERA-NET project officer
(b) ensuring that all work meets functional requirements as described in the proposal,
(c) agreeing on press releases with regard to the general information of the Project according to the rules in the Collaboration Agreement, project risk management (d) dissemination and exploitation strategy
(e) strategic decisions (f) resolutions of conflicts
(g) maintaining the IPR Directory
(h) advising and directing the Parties on the developments necessary for the Project.
5.2.2 Decisions
All decisions of the Executive Board as the principal body of the Collaboration are legally binding for all Parties.
(a) The Executive Board decides in cases of
• co-ordination, preparation and final approval of reports (technical, financial, etc.) prior to the submission to the ERA-NET project officer,
• all budget-related matters as far as the approval of a national funding authority is not needed
• definition, allocation of tasks and changes in work sharing as far as the approval of a national funding authority is not needed,
• the structure and restructuring of the Project as far as this does not affect the allocation of tasks, the allocation of budget and changes in work sharing,
• the alteration of the Annexes II, III and IV of the Collaboration Agreement, and
• the premature completion/ termination of the Project as far as the approval of a national funding authority is not needed.
(b) In addition, the Executive Board decides on
• making proposals to the Parties (other than the Defaulting Party) to serve notices on a Defaulting Party in accordance with Sections 8.2 and 8.5.2 and to assign the Defaulting Party's tasks to specific entity(ies) (preferably chosen from the remaining Parties).
the acceptance of new parties.5.2.3 Meetings
The Executive Board shall convene with the representatives of the Parties and the Project Co-ordinator’s representative as chairperson.
5.2.4 Kick-off
The first meeting of the Executive Board (Kick-off Meeting of the Project) will take place after the start of the Project. The structure of the Project must be confirmed by the Executive Board.
5.2.5 Veto
A Party may only issue its veto in the case of a decision to accept a new party in the Collaboration if a substantial threat to its commercial or strategic interests is likely to exist which cannot be resolved by any other measure.
5.3 Project Co-ordinator 5.3.1 Rights and Obligations
The Project Co-ordinator of the Project is AIT. The Project Co-ordinator is the single point of contact between the ERA-NET project officer and the Collaboration.
5.3.2 Responsibilities of the Project Co-ordinator
Pursuant to this Collaboration Agreement, the Project Co-ordinator is responsible for the following tasks and functions
(a) overall management of the Project, (b) chairing the Executive Board,
(c) preparation of the meetings and decisions of the Executive Board.
(d) timely collection and, with the support of the Executive Board, preparation of statements, from the Parties for transmission to the ERA-NET project officer, (e) ensure prompt delivery of all Deliverable items as requested by the ERA-NET
project officer for reviews,
(f) management of the Collaboration single point of contact between the SC and the PMT as well as the SUPT and the EB.
5.3.3 No power of Representation
The Co-ordinator shall not be entitled to act or to make legally binding declarations on behalf of any other Party, except if so stipulated in this Collaboration Agreement.
5.3.4 Submitting Deliverables
If one or more of the Parties are late in submitting of Project deliverables, the Co-ordinator may submit the other Parties' Project deliverables to the ERA-NET project officer.
5.3.5 Specific Authorisation of the Project Co-ordinator
The Project Co-ordinator can inform the ERA-NET project officer if a Party is late in submitting or refuses to provide deliverables as defined in the Collaboration Agreement.
5.4 Project Management Team (PMT) 5.4.1. Rights and Obligation
The PMT shall consist of the PC and SUPT and is responsible for the implementation of the decisions taken by the Executive Board.
5.4.2. Responsibilities
The PMT is responsible of the overall day-to-day project management of the Project and shall make proposition and give advice to the Executive Board. The PMT shall be responsible for generating the IPR Directory and giving the Executive Board the necessary Data to maintain it.
5.5. Support Team (SUPT) 5.5.1. Rights and Obligation
The SUPT shall consist of the ST and AFL and shall monitor the technical progress of the Project and alert the PC if any deviations from work plan arise. Furthermore, it is responsible for the day-to-day management of the Project through the SC.
5.5.2. Votes
The ST and the AFL will be chosen by the PC.
5.6. Work Package Leaders (WPL) 5.6.1. Rights and Obligation
The WPL of each WP will be nominated by the Party leading the WP. The WPL main purpose is to stimulate and monitor the performance of the WP.
5.6.2. Responsibilities
The responsibilities of the WPLs shall include:
- coordination of production of deliverables
- timely accomplishment of the technical objectives
- reporting of progress, overview of main highlights, major opportunities and threats to the PMT
- flagging insufficient quality or unacceptable delays to the PMT
- Informing the PMT of Background, Sideground and Foreground to implement in the IPR Directory
- proposals to the PMT for decisions in the EB 5.7. Establishment of the Work Plan
The Executive Board and the Project Management Team shall be responsible for the development, extrapolation and harmonisation of the Work Plan in line with this Collaboration Agreement, Annex I (=DoW) as well as the Work Plan and shall propose specific procedures in decision making relating these issues in accordance with the laid- out principles. The Project Co-ordinator has to inform the Executive Board about any changed proposals for activities to be confirmed and approved.
5.8. End User Workgroup (EUW) 5.8.1. Rights and Obligation
The EUW consist of one member of every Party working in WP 2 and WP 7. The EUW will meet (online) on a bi-monthly basis organized every time by another Party and is in charge of all end user related activities of the Project.
5.8.2. Responsibilities
The EUW is responsible for the organizing, suggesting changes to the EB and SC and then implementing them in regard to all end user related activities.
Section 6: Costs - Payments
6.1 General Principles
Each Party shall bear its own costs incurred in connection with the performance of this Collaboration Agreement, carrying out of the Project work and implementation of the Project. Funding by a funding agency shall be settled in National Grant Agreements between a Party and its funding agency.
6.2 Financial planning and reporting data
The Parties shall deliver all relevant financial data including but not limited to the application of the budget use and received payments needed for financial planning, its execution and accountability towards the Project and towards the ERA-NET project officer, based upon their financial system as provided in this Collaboration Agreement.
Each Party shall be solely liable for its financial data. The Parties shall supply the PC quarterly with a report as laid out in Section 4.2.
Section 7: Confidentiality
All information in whatever form or mode of communication, which is disclosed by a Party (the “Disclosing Party”) to any other Party (the “Recipient”) in connection with the Project during its implementation and which has been explicitly marked as “confidential” at the time of disclosure, or when disclosed orally has been identified as confidential at the time of disclosure and has been confirmed and designated in writing within 15 calendar days
from oral disclosure at the latest as confidential information by the Disclosing Party, is
“Confidential Information”.
The Recipients hereby undertake in addition and without prejudice to any commitment on non-disclosure under the National Grand Agreement, for a period of 4 years after the end of the Project, however in no case for a longer period of time than ten (10) years after disclosure of the confidential information regardless of whether or not this Agreement is terminated:
Not to use Confidential Information otherwise than for the purpose for which it was disclosed;
not to disclose Confidential Information to any third party (other than to its Affiliates, subcontractors with a need to know for the implementation of the Project) without the prior written consent by the Disclosing Party wherein the Recipient must ensure that any arrangement is in place prior to such disclosure that subjects the Affiliates (or subcontractor) to provisions at least as strict as provided in this Sections 7;
to ensure that internal distribution of Confidential Information by a Recipient, its Affiliates, subcontractors shall take place on a strict need-to-know basis; and
to return to the Disclosing Party, or destroy, on request all Confidential Information that has been disclosed to the Recipients including all copies thereof and to delete all information stored in a machine-readable form to the extent practically possible.
The Recipients may keep a copy to the extent it is required to keep, archive or store such Confidential Information because of compliance with applicable laws and regulations or for the proof of on-going obligations provided that the Recipient comply with the confidentiality obligations herein contained with respect to such copy for as long as the copy is retained.
The Recipients shall be responsible for the fulfilment of the above obligations on the part of their employees or third parties involved in the Project and shall ensure that they remain so obliged, as far as legally possible, during and after the end of the Project and/or after the termination of the contractual relationship with the employee or third party.
The above shall not apply for disclosure or use of Confidential Information, if and in so far as the Recipient can show that:
the Confidential Information has become or becomes publicly available by means other than a breach of the Recipient’s confidentiality obligations;
the Disclosing Party subsequently informs the Recipient that the Confidential Information is no longer confidential;
the Confidential Information is communicated to the Recipient without any obligation of confidentiality by a third party who is to the best knowledge of the Recipient in lawful possession thereof and under no obligation of confidentiality to the Disclosing Party;
the disclosure or communication of the Confidential Information is foreseen by provisions of a National Grant Agreement;
the Confidential Information, at any time, was developed by the Recipient completely independently of any such disclosure by the Disclosing Party;
the Confidential Information was already known to the Recipient prior to disclosure, or
the Recipient is required to disclose the Confidential Information in order to comply with applicable laws or regulations or with a court or administrative order, subject to the provision Section 7 hereunder.
The Recipient shall apply the same degree of care with regard to the Confidential Information disclosed within the scope of the Project as with its own confidential and/or proprietary information, but in no case less than reasonable care
Each Party shall promptly advise the other Party in writing of any unauthorized disclosure, misappropriation or misuse of Confidential Information after it becomes aware of such unauthorized disclosure, misappropriation or misuse.
If any Party becomes aware that it will be required, or is likely to be required, to disclose Confidential Information in order to comply with applicable laws or regulations or with a court or administrative order, it shall, to the extent it is lawfully able to do so, prior to any such disclosure
- notify the Disclosing Party in order to enable Disclosing Party’s to provide reasonable instructions to protect the confidentiality of its information
- comply with such reasonable instruction.
Section 8: Liabilities
8.1 Liability of the Parties towards each other
Any claims or damages arising in connection with the preparation and performance of the Project, as defined in Annex I of this Collaboration Agreement and refined in the Work Plan, the following liability provisions shall apply:
In respect of information, Background, Sideground and/or Foreground provided by one Party to another hereunder, the supplying Party shall be under no obligation or liability other than as stated in Section 4.3 (b) and no warranty condition or representation of any kind is made, given or to be implied as to the sufficiency, accuracy, correctness,
exploitability or freedom from defects or appropriateness for purpose of such information, the absence of any infringement of any proprietary rights of third parties by the use of such information and the recipient Party shall in any case be entirely responsible for the use to which it puts such information. The foregoing limitations of liability shall not apply in cases involving intentional acts or omissions of that supplying Party.
8.2 Liability
8.2.1 Liability in the event of claims between the Parties,
Each Party shall be liable to the other Parties in respect of acts or omissions of itself and of its employees, agents and subcontractors and Affiliates provided always that such liability shall not extend to claims for indirect or consequential loss or damages such as, but not limited to, loss of profit, revenue, contract or the like and provided 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 that the Party's Project Share with a minimum of € 70.000,- (seventy thousand Euro). Section 8.1 shall remain unaffected.
8.2.2 Other exceptions
The exclusions and limitations stated in Sections 8.2.1 above shall not apply in respect of any:
(a) fraud;
(b) death, injury to natural persons or damage to real or immovable property caused by the gross negligence or wilful act of such Party, its directors, employees, agents and subcontractors;
(c) wilful breach by a Party of any obligation accepted under this CA in so far as mandatory applicable law doesn´t override them.
(d) For the avoidance of doubt, the exclusions and limitations stated in this section 8.2 shall not apply in respect of any infringement of the intellectual property rights of any other Party or any Affiliate of any other Party, which is the result of any activity or use of such IPRs that is outside the scope of the Access Rights, as defined
granted by the NGA or this CA, or that is not in compliance with the associated terms and conditions upon which the Access Rights have been granted.
8.3 Liability towards Third Parties
Subject always to such other undertakings as are provided for in this Collaboration Agreement each Party shall be solely liable for any loss, damage or injury to third parties resulting from the execution of its assigned tasks in the Project and from its use of Foreground, Sideground and/or Background.
8.4 Third Parties
(a) each Party shall be fully responsible for the performance of any part of its share of the Project, or other contractual obligations, in respect of which it enters into any contract with a subcontractor and shall ensure
(i) such contracts enable fulfilment of the Project;
(ii) the other Parties’ Access-rights are the same as would have been the case had the contracting Party performed its share of the Project and/or those obligations itself; and
(iii) the subcontractor shall not have access to any other Party’s Foreground, Sideground or Background without that Party’s prior written consent, unless subcontractor is in need of the respective Foreground, Sideground or Background for the performance of the share of the Project.
(b) each Party shall inform the Co-ordinator in writing, if it intends to enter into a contract with a third party (giving the rationale therefore) if such an event has not been detailed in the Annex I.
(c) each Party shall ensure that it can grant Access-rights and fulfil the obligations under this contract notwithstanding any rights of its employees, or third parties it engages to perform part of its share of the Project, in the Foreground, Sideground or Background they create after the Effective Date.
8.5 Defaults and Remedies
8.5.1 Procedures and Consequences
In the event of a substantial breach by a Party (Defaulting Party) of its obligations under this Collaboration Agreement which is irremediable or which is not remedied within thirty (30) calendar days of a written notice from the Co-ordinator, then the other Parties in the Executive Board may jointly decide to terminate this Collaboration Agreement with respect to the Defaulting Party following a minimum of 30 calendar days prior to written notice by the Co-ordinator.
Such termination shall take place with respect to the Defaulting Party and the latter shall be deemed to have agreed to the termination of this contract in respect of its participation therein under the general provisions of this Collaboration Agreement, as the other Parties and/or the ERA-NET project officer shall decide provided always that
(a) any and all Access-rights granted to the Defaulting Party by the other Parties as well as under this contract, shall cease immediately; but any and all Access-rights granted by the Defaulting Party to the other Parties shall remain in full force and effect;
(b) the Work Package(s) of the Defaulting Party shall be assigned to one or several companies and/or entities which are chosen by the other Parties, are acceptable to the ERA-NET project officer and who agreed to be bound by the terms of this Collaboration Agreement.
The preference shall be granted to one or more of the remaining Parties.
(c) the Defaulting Party shall within the scope of Section 8.2.1.:
(i) assume all reasonable direct costs increase (if any), resulting from the assignment referred to in (b) above in comparison with the costs of the Work Package of the Defaulting Party as specified in Annex I of this Collaboration Agreement, and
(ii) be liable for any so resulting additional direct cost caused to the other Parties, up to a total amount which will not exceed the total of the defaulting Party’s Project Share.
Section 9: Force Majeure
Each Party will notify the other Parties in writing of any Force Majeure as soon as possible. The Parties shall discuss in good faith the possibilities of a transfer of tasks affected by the event. Such discussions shall commence as soon as reasonably possible.
If such Force Majeure event is not overcome within 6 weeks after such notification, the transfer of tasks shall be carried out.
Section 10: Intellectual Property Rights
10.1 General Provisions
The Parties agree to respect their individual Background and Sideground. All Background and Sideground remains in the ownership of each Party providing the Background and Sideground.
Foreground shall be owned by the Party who carried out the work, or who carried the total cost for the work, generating the Foreground.
10.2 Protection of Foreground 10.2.1 Joint Foreground
If, in the course of carrying out work on the Project Foreground is generated and more than one Party is contributor to it and if the features of such Foreground are such that it is not possible to separate them for the purpose of i.e. applying for, obtaining and/or maintaining the relevant patent protection or any other IPR protecting or available to protect such joint Foreground, the Parties concerned agree that, subject as expressly provided to the contrary, all patents and other registered IPRs issued thereon, and any other IPRs protecting such Foreground, shall be jointly owned on a proportional base by the Parties concerned.
The proportion shall be according to their intellectual participation to such joint Foreground. If no agreement can be reached between the concerned Parties despite their best intentions on account to the proportion of the joint invention it shall by default be equal between the concerned Parties.
The Parties concerned shall seek to agree amongst themselves arrangements for applying for, obtaining, licensing and/or maintaining such right on a case-by-case basis through the conclusion of a co-ownership agreement.
As long as no such agreement has been reached,
(i) each of the joint owners shall be entitled to use such jointly owned Foreground free of charge, and without requiring the prior consent of the other joint-owner(s) for their Own Direct Use only. In case of an imbalance of the contributions of the involved Parties to the joint Foreground, the Parties will analyse, thoroughly assess and document the contributions of the involved Parties and the Party having contributed less but is using the joint Foreground will then adjust the imbalance by paying a fair and reasonable lump sum compensation to the other co-owner(s).
(ii) each of the joint owners shall be entitled to grant non-exclusive licenses to third parties (excluding Affiliates), without any right to sub-license, subject to the following conditions:
a) At least forty-five (45) days prior notice must be given to the other joint owner(s); and b) Fair and reasonable compensation must be provided to the other joint owner(s) as a lump-sum payment;
(iii) each of the joint owners shall be entitled to grant non-exclusive licenses to its Affiliates for their Own Direct Use without prior notice or payment of compensation to the co-owners.
If Siemens is a joint owner and cannot ensure prior notification before exploitation or compensation for exploitation, such joint owner may buy and the other joint-owners may sell their share against Fair and Reasonable conditions as a lump-sum payment, unless the joint-owners mutually agree in writing to waive their rights to notification and compensation as described above. The consent of such a transfer may not be unreasonably withheld by the selling Party.
In a case a joint owner transfers all or substantial part of his business activities using such a jointly owned Foreground for its Own Direct Use to a third party in connection with a sale, merger or consolidation, said joint owner shall have the right to grant non-exclusive licenses to such a third party without prior notice and without any financial compensation within the scope the joint owner itself has the right to use such jointly owned Foreground for its Own Direct Use. This license shall be subject to all rights, restrictions and obligations connected with this jointly owned Foreground in regard to this CA and/or a co- ownership agreement, if such is in place for this jointly owned foreground. The joint owner shall inform the other joint owners as soon as possible of such a grant and shall have the burden of proof that the jointly owned Foreground was used by the transferred business activities before the date of the transfer, if requested by the other joint owner.
For copyright protected works, which are jointly created during the implementation of the Project by employees of several Parties (including software) as well as jointly created know-how, the provisions of this Section 10.2.1 – to the extent to which they may be applicable – shall apply accordingly.
10.2.2 Application for a registered right
A Party can notify the other Parties via the Co-ordinator, if it does not intend to seek adequate and effective protection of certain of its Foreground or if that Party intends to waive such and does not decide to exploit the Foreground with other means. For the avoidance of doubt, there shall be no obligation whatsoever in this respect to notify.
If another Party (or Parties) informs the notifying Party as well as the Co-ordinator in writing within one calendar month of such notice that it wishes to obtain or maintain such protection, the notifying Party shall assign to such other Party(ies) all necessary rights which it owns.The conditions of said assignment are to be agreed upon in a separate agreement.
Such assignment shall ensure that the Access-rights of all Parties will be unaffected. For the avoidance of doubt, the Party which assigned its rights shall have at least the same Access-rights as the non-involved Parties.
10.3 Assigning ownership of Foreground
Each Party may assign ownership of its own Foreground (including without limitation its share in Foreground that it owns jointly with another Party or Parties, and all rights and obligations attaching to it to any of its Affiliates without prior notification to the other Parties.
However:
a) any such assignment shall be made subject to the Access Rights, the rights to obtain Access Rights and the right to disseminate Foreground that are granted to the other Parties in this CA. Therefore, each assignor shall ensure that such assignment does not prejudice such rights of the other Parties. This may be done, for example, (i) by effecting such assignment subject to a licence back to the assigning Party that is sufficient for the assigning Party to grant to the other Parties such Access Rights, or (ii) by the assigning Party obtaining from the assignee of the Foreground legally binding undertakings (that can be enforced by the other Parties) to grant such Access Rights; and
b) until information of the transfer has occurred the transferring Party shall still bear all rights and obligations in regards to the other Parties as if he were still the owner of the Foreground; and
c) the assignor shall pass on its obligations regarding the assigned Foreground to the assignee, including the obligation to pass them on to any subsequent assignee and d) any such assignment must not impair the likelihood of obtaining patents and/or other
industrial property rights being granted to the other Parties.
If a Party assigns its own Foreground (including without limitation its share in Foreground that it owns jointly with another Party or Parties, and all rights and obligations attaching to it) to a third Party other than its Affiliates it will notify the other Parties of such transfer.
However, the Parties recognize that in the framework of a merger or an acquisition of an important part of its assets, it may be impossible under applicable EU and national laws on mergers and acquisitions and under respective confidentiality obligations for a Party to give prior notice for the transfer to a third Party. In these cases, no notification of the intended transfer of ownership need to be given, due to confidentiality obligations arising from national and/or community laws or regulations or agreements in place, for as long as such confidentiality obligations are in effect and/or for as long as such notice is prohibited under applicable EU and/or national laws on mergers and acquisitions.
The obligations above apply only for as long as other Parties still have - or still may request - Access Rights to the Foreground.
10.4 IPR Directory
The Parties shall identify in the IPR Directory the Background to which they are ready to grant Access Rights at the time of signature of this CA, subject to the provisions of this Collaboration Agreement. Such identification may be done by subject matter and description of the IPR.
The IPR Directory containing the Background listed at the start of the Project shall be included to the Collaboration Agreement as Annex III.
The owning Party may add further Sideground and Foreground to the IPR Directory during the Project by written notice. However, only the Executive Board can permit a Party to withdraw any of its Background from the IPR Directory.
The Parties agree that all Background not listed positively in the IPR Directory shall be explicitly excluded from Access Rights. (“Unlisted Background”). Each Party agrees not to use in the implementation of the Project, any Unlisted Background, if such use would result in such Unlisted Background being Needed by any other Party. However, if a Party uses Unlisted Background held by it in a manner that such Unlisted Background becomes Needed by any other for implementing the Project or for the exploitation of their own Foreground then such Unlisted Background shall be deemed not to be excluded from obligations to grant Access Rights. However, if for any Background the grant of Access Rights would require any form of consent of or compensation to a third party, such Background is deemed not to be listed in the IPR Directory.
Each Party undertakes to inform the PC of the Foreground created during the Project and include the Foreground to the IPR Directory.
All information in the IPR Directory is Confidential Information.
10.5 Access-rights 10.5.1 General Principles
All Access-rights granted in accordance with this Section are granted on a non-exclusive basis, expressly exclude any rights to sub-license and shall be made free of any transfer costs.
Access-rights shall be requested and granted in writing. Background, Sideground and Foreground shall be used only for the purposes for which Access-rights to it have been granted and only for so long as is needed for those purposes.
The burden of proof in relation to a claimed Need for Access-rights shall be on the requesting Party. This Party shall provide such proof to the owning Party on a written request.
The Parties shall conclude a specific agreement for granting Access-rights for Exploitation.
The Parties shall endeavour to reconcile any dispute concerning the need for Access- rights through the Executive Board.
Should the Executive Board have been already dissolved, the Parties concerned shall have recourse to the Settlement of Disputes procedures as provided for in Section 13.2 of this Collaboration Agreement.
Any grant of Access-rights not covered by this Section shall be at the absolute discretion of the owning Party and subject to such terms and conditions as may be agreed between the owning and receiving Parties.
10.5.2 Access-rights for carrying out the Project 10.5.2.1 Conditions for Access
Access-rights to Foreground, Sideground and Background Needed for the performance of the Project shall be granted on a royalty-free basis to and by all Parties only upon written request (e-mail shall be sufficient); specifying the scope and duration of their application, particularly with respect to Foreground.
10.5.2.2 Entitlement for execution of the Project
The receiving Party is entitled to use the Foreground, Sideground and Background (including) Software for performing the Project work.
10.5.3 Access-rights for Use
Subject to Section 10.5.1, Access-rights to Foreground, Sideground and Background all needed for Exploitation shall be granted upon bilateral agreement between the Parties concerned.
Access-rights to Foreground shall be granted on Fair and Reasonable Conditions,
Access-rights to Sideground or Background shall be granted on Fair and Reasonable conditions as far as the owner of the Background is able to legally grant Access-rights to its Background and/or Sideground. The granting of Access-rights shall be made conditional on to the following principles:
(i) The access to Sideground or Background is limited to the field of application being identified as pertaining to the objectives, content and goals of the Project and necessary for the use of own Foreground of the recipient Party.
