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Subject matter |
Consortium Agreement | |
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Summary of use(s) |
Consortium Agreement for the Implementation of the E Project between Partner E and National Research and Innovation Agency |
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Purpose or background |
to develop a participatory breeding process in Indonesia to design resilient rubber cropping systems for smallholders with planting material adapted to fast-changing socioeconomic and environmental conditions |
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Contact details |
Research Organization for Agriculture and Food National Research and Innovation Agency Cibinong Science Center, Jl. Raya Jakarta-Bogor, Bogor 19615, Indonesia |
Consortium Agreement
for the Implementation of the E Project
TABLE OF CONTENT
- ENTRY INTO FORCE.................................................................................................................................................. 5
- DURATION AND TERMINATION.................................................................................................................................. 5
- SURVIVAL OF RIGHTS AND OBLIGATIONS.................................................................................................................... 5
- GENERAL PRINCIPLES............................................................................................................................................... 6
- BREACH.................................................................................................................................................................. 6
- INVOLVEMENT OF THIRD PARTIES.............................................................................................................................. 6
- GENERAL STRUCTURE............................................................................................................................................... 6
- PROJECT COORDINATION COMMITTEE (PCC)............................................................................................................ 7
- WORK PACKAGE LEADERS (WPL)............................................................................................................................ 7
- STEERING COMMITTEE (SC)..................................................................................................................................... 8
- ADVISORY COMMITTEE (AC).................................................................................................................................... 9
- OPERATIONAL PROCEDURES..................................................................................................................................... 9
- COORDINATOR...................................................................................................................................................... 11
- BACKGROUND....................................................................................................................................................... 12
- OWN RESULTS...................................................................................................................................................... 13
- JOINT RESULTS...................................................................................................................................................... 13
- BACKGROUND AND OWN RESULTS.......................................................................................................................... 13
- JOINT RESULTS...................................................................................................................................................... 14
Consortium agreement
BETWEEN:
Partner E, a French public industrial and commercial enterprise (EPIC), having its registered office at ........., FRANCE, registered under number ...., and duly represented by its CEO, Mr. H, and by signatory empowerment by its director of “BIOS” scientific department, name,
Hereinafter referred to as “Coordinator”,
Partner E, an Indonesian semi-public Research Institute under PT. RPN having its registered office at Jalan Raya Palembang – Pangkalan Balai Km. 29 Sembawa, Banyuasin, South Sumatra, Indonesia, duly represented by its Head, name,
Hereinafter referred to as “IRRI”
Partner E, a governmental incorporated university having its registered office at Yogyakarta, 55281, Indonesia, duly represented by its Vice Rector for Collaboration and Alumni, name,
Hereinafter referred to as “E University”
Hereinafter, jointly or individually, referred to as” Parties” or” Party”,
IRRI and E University hereinafter, jointly or individually, referred to as” Partners” or” Partner”,
National Research and Innovation Agency, a governmental incorporated a ministry level for coordinating national research and innovation having its registered office at Thamrin Gedung B.J. Habibie Jalan M.H. Thamrin Nomor 8, Jakarta Pusat 10340, duly represented by its chairman of Research Organization of Agriculture and Food, Puji Lestari, PhD
Hereinafter referred to as “BRIN”
Hereinafter, jointly or individually, referred to as” Parties” or” Party”,
IRRI, E University, and BRIN hereinafter, jointly or individually, referred to as” Partners” or” Partner”,
relating to the action entitled:
(hidden title)
hereinafter referred to as “Project”,
WHEREAS:
CIRAD and the Agropolis Foundation (the "Contracting Authority") have established on the 4th of January 2021 a grant agreement (reference: 2001-024), hereinafter referred to as the “Grant Agreement”, in the frame of the LabexAgro 2011-LBX-002 (Annex 1).
The purpose of the Project is to "develop a participatory breeding process in Indonesia to design resilient rubber cropping systems for smallholders with planting material adapted to fast-changing socioeconomic and environmental conditions".
The Partners have organized the Project into 5 (five) Work Packages (see details in Annex 2 of this Agreement):
- WP0: Coordination, activity monitoring and management of the interdisciplinarity
- WP1: Co-construction of varietal and cropping system ideotypes adapted to smallholders
- WP2: Understanding and modelling the performances of rubber-based agroforestry systems in contrasting environments
- WP3: Determination of the predictive value of Hevea genetic resources in Indonesia
- WP4: Data integration and design solutions for resilient rubber cultivation systems for smallholders in a context of climate change
The Coordinator will sign with each Partner a subgrant agreement (hereinafter the “Subgrant Agreements”) to define the terms and conditions under which the Project will be carried out and how CIRAD, as the Project’s Coordinator, will distribute the funds received by the Foundation to each Partner in order to participate to the Project as a named sub-grantee of the Grant Agreement.
By this present consortium agreement (hereinafter the “Consortium Agreement”), the Parties wish to specify or supplement binding commitments among themselves in addition to the provisions of the Subgrant Agreements.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
Article 1: Definitions
Background. All information and knowledge of any nature. Particularly technical, scientific and/or commercial information and knowledge, such as the know-how, manufacturing secrets, commercial secrets, the data, databases, software, files, plans, sketches, diagrams, formulas, algorithms, and/or any other type of information, in any form whatsoever, whether patentable or not, and/or patented or not, plus all rights relating thereto, which the Parties hold before the effective date of this Agreement, and/or they develop or acquire, individually or with third parties, during the Project but separately from it and which is made available in connection with the performance of the Project in accordance with the conditions defined in Article 8. The Background is listed in Annex 3 of this Agreement.
Defaulting Party. Defaulting party is a party or parties whom the Coordinator identify to have breached the provisions in this agreement.
Joint Results. Results generated by two or more Parties within the performance of the Project.
Own Results. Results developed by a single Party separately from the other Parties within the performance of the Project.
Results. Technical and/or scientific information and knowledge emanating from the performance of the Project, including but not limited to the know-how, manufacturing secrets, commercial secrets, data, databases, software, files, plans, sketches, diagrams, formulas, and/or any other type of information, in any form whatsoever, whether patentable or not, and/or patented or not, and all intellectual property rights arising therefrom, generated by one or more Parties, or their subcontractors in connection with the performance of the Project.
Article 2: Purpose
The purpose of the Agreement is to state the terms and conditions for performing the Project and for collaboration between the Parties, and in particular:
- to define the rules relating to the governance of the Project;
- to set the rules for the transfer of the intellectual property rights on the Results;
- to set the general terms and conditions for accessing the Background;
- to set the rules relating to the use of the Results;
- to set the rules relating to managing the Project
The Parties acknowledge that they have the necessary and sufficient information to determine their participation in the Project and the entering into this Agreement.
Article 3: Entry into force, duration and termination
3.1 Entry into force
This Consortium Agreement shall have effect from the 1st of January 2021 (hereinafter the “Effective Date”).
3.2 Duration and termination
This Consortium Agreement shall continue in full force and effect until complete fulfilment of all obligations undertaken by the Parties under the Subgrant Agreements and under this Consortium Agreement. This Agreement ends on the end date of the Grant Agreement. If the Grant Agreement is extended, this Agreement shall be automatically extended at the same conditions.
However, this Consortium Agreement or the participation of one or more Parties to it may be terminated in accordance with the terms of this Consortium Agreement.
If the Grant Agreement and / or a Subgrant Agreement is terminated; this Consortium Agreement shall automatically terminate in respect of the affected Party/ies, subject to the provisions surviving the expiration or termination under Article 3.3 of this Consortium Agreement.
3.3 Survival of rights and obligations
The provisions relating to Intellectual Property, Use, Confidentiality and Publication, for the time period mentioned therein, as well as for Governing law and settlement of disputes shall survive the expiration or termination of this Consortium Agreement.
Termination shall not affect any rights or obligations of a Party leaving the Consortium incurred prior to the date of termination, unless otherwise agreed between the Coordinator and the leaving Party. This includes the obligation to provide all input, deliverables and documents for the period of its participation.
Article 4: Responsibilities of Parties
4.1 General principles
Each Party undertakes to take part in the efficient implementation of the Project, and to cooperate, perform and fulfil, promptly and on time, all of its obligations under the Subgrant Agreement and this Consortium Agreement as may be reasonably required from it and in a manner of good faith as prescribed by French law.
Each Party undertakes to notify promptly, in accordance with the governance structure of the Project, any significant information, fact, problem or delay likely to affect the Project.
Each Party shall promptly provide all information reasonably required by a Governance Entity, as stipulated under Article 5.1 or by the Coordinator to carry out its tasks.
Each Party shall take reasonable measures to ensure the accuracy of any information or materials it supplies to the other Parties.
4.2 Breach
In the event that a responsible Governance Entity identifies a breach by a Party of its obligations under this Consortium Agreement or the Subgrant Agreement (e.g., improper implementation of the Project), the Coordinator will give formal notice to such Party.
If such breach is substantial, Coordinator may decide to declare the Party to be a defaulting Party and to decide on the consequences thereof, which may include termination of its participation.
4.3 Involvement of third parties
A Party that enters into a subcontract or otherwise involves third parties in the Project remains responsible for carrying out its relevant part of the Project and for such third party’s compliance with the provisions of this Consortium Agreement and of the Subgrant 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 Subgrant Agreement.
Article 5: Governance structure
5.1 General structure
The Coordinator is the decision-making body of the consortium in consultation with the Funder.
The Coordinator shall, in addition to its responsibilities as a Party, perform the tasks assigned to it as described in the Grant Agreement and this Consortium Agreement.
The Coordinator is responsible of the management of the overall budget and shall provide a budget narrative to the Contracting Authority at the end of each Project period.
The Coordinator is responsible to set up the monitoring of the Project through four (4) governance entities (hereinafter “Governance Entity”) which are:
- (1) the Project Coordination Committee (PCC) as defined in article 2,
- (2) the Work Package Leaders (WPL) as defined in article 3,
- (3) the Steering Committee (SC) as defined in article 4, and
- (4) the Advisory Committee (AC) as defined in article 5.
5.2 Project Coordination Committee (PCC)
The Project Coordination Committee (PCC) made up of the Coordinator for each Party's initiative and chaired by the Coordinator shall be set up. The PCC is composed of one scientist of each Party.
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Name of the Party |
Name of the Coordinator |
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Coordinator |
name |
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IRRI |
name |
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E University |
name |
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BRIN |
Name |
Each Party undertakes to advise the Coordinator, in writing and as quickly as possible, of any change in the representative and/or the Coordinator for the initiative.
The PCC is responsible:
- to determine the Project's strategic and scientific direction,
- to monitor the Project's technical and financial progress in accordance with the Work Package leaders’ recommendations,
- to decide on the exclusion of a Defaulting Party or the inclusion of a new Party to carry out the Initiative, subject to the Contracting Authority's approval,
- to manage communication media and play a role as moderator for any website information,
- to give its opinion should the Parties disagree on the use of the Results in accordance with the conditions stipulated in article 9 and also should there be disagreements relating to publications and communications in accordance with the conditions defined in article
- to organize meetings of monthly PCC meeting with Work package Leaders, Bi-annual Project Workshops with all Project Participants, and the Final Project Workshop, and annual meeting of the Steering Committee
- to manage the dialogue between Parties and disciplines with the assistance of Liaisons Officers for Organization and Interdisciplinary
In any event, the PCC is a decision-making and collaborative body between the Parties in the event of difficulty or a dispute.
Difficulties in performing the Project can be referred to the PCC by the Coordinator and, on the Coordinator's proposal, the PCC shall determine the solutions to be submitted to the Contracting Authority.
5.3 Work Package Leaders (WPL)
Each WPL is responsible of one of the five (5) Project work packages.
The WPL are appointed by the Coordinator during the initial phase of the construction of the Project.
The WPL are responsible:
- to consolidate, at the beginning of each Project period and in consultation with the Parties involved in their WP, a WP work plan mentioning explicitly activities, responsible and accountable persons, deliverables and timelines for delivery;
- to monitor and coordinate these activities;
- to set-up at least monthly meetings with WP Project participants, to appoint a note taker and to share the meeting minutes with PCC and as defined in article 6;
- to validate decisions taken in his absence by WP participants when organizing a meeting and circulating meeting minutes as defined in article 6;
- to participate in monthly meetings organized by PCC;
- to transmit all information regarding the Project disclosed by the Coordinator and to report on scientific activities and progress toward the achievement of Project milestones when required by the Coordinator and in particular at the end of each Project period;
- to ensure the respect of the reporting deadlines by WP participants;
- to consolidate an annual WP report on key achievements and scientific activities performed by WP participants;
- to submit half-year WP report to the PCC;
- to participate in Bi-Annual Project Workshop and actively take part in the discussions or appoint a
The meeting between WPL and PCC shall be organized and chaired by the PCC on a monthly basis or more frequently as needed and as defined in article 5.6.
In any case, bilateral meetings between the PCC and one or several WPL shall be set-up promptly on WPL‘s request and as defined in article 5.6.
In case of failure or withdrawal of a WPL, the PCC will designate a WPL to replace it provided agreement of the designated WPL.
5.4 Steering Committee (SC)
The Steering Committee (SC) is composed of one (1) representative of each Party.
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Name of the Party |
Name of the Coordinator for the Initiative + role |
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Coordinator |
name |
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IRRI |
name |
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E University |
name |
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BRIN |
Name, Chairman of Research Organization Agriculture and Food |
Each Party undertakes to advise the Coordinator, in writing and as quickly as possible, of any change in the representative and/or the Coordinator for the initiative.
The SC is responsible:
- to advise the PCC for the project strategy;
- to ensure delivery of the project outputs and the achievement of project outcomes;
- to remove internal obstacles for the project within the organizations;
- to promote the project and its transition with the next step after the project;
- to foster the relationship with stakeholders especially governmental
5.5 Advisory Committee (AC)
The Advisory Committee consists external experts designated by the Coordinator for providing scientific or methodological support to the Parties as well as non-scientific actors. The members can be from scientific organizations not involved in the project (CIFOR, ICRAF, EU-ASE universities), members of other teams from CIRAD, IRRI and UGM working on similar projects on other crops, representatives of stakeholders including NGOs, or representatives of the Agropolis Foundation and French Embassy.
The Advisory Committee members shall be consulted by the Coordinator at least once a year, during the Project annual meeting they agree to participate in. The Advisory Committee members provide recommendations and orientations for the next period. These recommendations are to support WPL in the development of their WP work plan.
The Advisory Committee (AC) will be in charge of promoting:
- Link with stakeholders and especially Indonesian governmental agency for funding the in-farm trials and replanting program
- Link with other existing projects and other commodities
- Regionalization of the project concept at least in SEA countries with the help of SEARCA, EU, governmental funds.
Each Advisory Committee member shall feel free to propose any other relevant type of support to the Coordinator at any time.
5.6 Operational procedures
- Representation in meetings
The Parties must be present or represented at any annual meeting and other coordination meeting initiated at any time by a WPL, by the PCC or the SC;
The Parties may appoint a substitute or a proxy to attend and vote at any meeting;
The Parties may inform the entity organizing a meeting in case of unavailability and may receive their agreement concerning the appointed substitute or proxy;
The Parties shall participate in a cooperative manner in the meetings.
- Preparation and organization of meetings
- Convening meetings:
A Governance Entity (as defined in article 5.1) or a Party representing a Governance Entity shall convene ordinary meeting as defined in each Governance Entity organization in articles 5.2 to 5.5 and shall convene extraordinary meetings at any time upon written request (by email) of any Party.
- notice of a meeting:
The Party or the Governance Entity convening a meeting shall give notice in writing (by email) to each participant as soon as possible and no later than four (4) calendar days preceding an ordinary meeting and one (1) calendar day preceding an extraordinary meeting.
- Sending the agenda:
The Party or the Governance Entity convening a meeting shall prepare and send each participant a written agenda no later than one (1) calendar day preceding the meeting.
- Adding agenda items:
Any agenda item requiring a decision by the participants must be identified as such on the agenda.
Any participant may add an item to the original agenda by written notification (by email) to the entity convening the meeting and to all of the other participants prior to the meeting.
- All Project and coordination meetings may be held by teleconference or other telecommunication
- Decisions will only be binding once the relevant part of the minutes has been accepted according to Article 6.5.
- Any decision may also be taken without a meeting if a Governance Entity or a Party representing a Governance Entity circulates to all participants a written document which is then agreed upon in writing (by email) by the defined majority (see Article 6.3). Such document shall include the deadline for responses.
Decisions taken without a meeting shall be considered as accepted if, within the period set out in article 5.6.4.4, no participant has sent an objection in writing to the Governance Entity or to the member representing the governance entity. The decisions will be binding after the Governance Entity or the member representing the Governance Entity sends to all members of the Governance Entity and to the Coordinator a written notification of this acceptance (by email).
- Voting rules and quorum
- Any Governance Entity assembly shall not deliberate and decide validly unless two-thirds (2/3) of its members are present or represented (quorum).
If the quorum is not reached, the Governance Entity or the member representing a Governance Entity shall convene another ordinary meeting as soon as possible until the quorum is reached.
- Each member present or represented in the meting shall have one
- A member which the Governance Entity assembly or the Coordinator have declared according to Article 2 to be a Defaulting Party may not vote.
- Decisions shall be taken by a majority of two-thirds (2/3) of the votes
- Veto rights
- 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 the Governance Entity assembly may exercise a veto with respect to the corresponding decision or relevant part of the
- 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 seven (7 calendar days after the draft minutes of the meeting are
- When a decision has been taken without a meeting a member may veto such decision within seven
(7) calendar days after written notification by the Governance Entity or the member representing the Governance Entity of the outcome of the vote.
- In case of exercise of veto, the members shall make every effort to resolve the matter which occasioned the veto to the general satisfaction of all
- A Party (or member) may neither veto decisions relating to its identification to be in breach of its obligations nor to its identification as a Defaulting The Defaulting Party may not veto decisions relating to its participation and termination in the consortium or the consequences of them.
- A Party (or member) requesting to leave the consortium may not veto decisions relating thereto.
- Minutes of meetings
- The Project member or the Governance Entity convening a meeting shall produce written minutes of each meeting which shall be the formal record of all decisions He/she shall send draft minutes to all meeting participants within seven (7) calendar days of the meeting and shall specify the deadline for submission of corrections and/or comments.
- The minutes shall be considered as accepted if, within seven (7) additional calendar days from sending, no meeting participant has sent an objection in writing to the Project member or the Governance Entity with respect to the accuracy of the draft of the
- The Project member or the Governance Entity convening a meeting shall send the accepted minutes to the PCC, who shall safeguard If requested the Coordinator shall provide authenticated duplicates to Project members.
5.7 Coordinator
- The Coordinator shall be the interlocutor of the Contracting Authority and shall perform all tasks assigned to it as described in the Grant Agreement and in this Consortium
- In particular, the Coordinator shall be responsible:
- to appoint the SC and the PCC;
- to monitor compliance by the Parties with their obligations;
- to collect, review, verify consistency and submitting reports, other deliverables (including financial statements and related certification) and specific requested documents to the Contracting Authority;
- to prepare the meetings, to make proposals and to prepare the agenda of annual meetings, to chair the meetings, to prepare the minutes of the meetings and monitor the implementation of decisions taken at meetings;
- to transmit promptly documents and information connected with the Project to any other Party concerned;
- to administer the financial contribution of the Contracting Authority and fulfil the financial tasks described in Article 7;
- to provide, upon request, the Parties with official copies or original documents that are in the possession of the Coordinator when such copies or originals are necessary for the Parties to present
- The Coordinator shall not be entitled to act or to make legally binding declarations on behalf of any other Party or of the consortium, unless explicitly stated otherwise in the Grant Agreement or this Consortium
- The following decisions shall be taken by the Coordinator in consultation with the Contracting Authority:
- Entry of a new Party to the consortium and approval of the settlement on the conditions of the accession of such a new Party;
- Withdrawal of a Party from the consortium and the approval of the settlement on the conditions of the withdrawal;
- Identification of a breach by a Party of its obligations under this Consortium Agreement;
- Declaration of a Party to be a Defaulting Party;
- Remedies to be performed by a Defaulting Party;
- Termination of a Defaulting Party’s participation in the consortium and measures relating thereto;
- Change of a Member of the Advisory Committee;
- Suspension of all or part of the Project;
- Termination of the Project and the Consortium
Article 6: Data management
The processing (storage, dissemination, access, etc.) of Project data is the subject to a "Data Management Plan" (DMP), which describes the collection, processing, documentation, storage, archiving, conservation and sharing of data throughout the project cycle, an initial version of which is provided in Annex 4 of the Agreement.
All Partners undertake to fulfill all commitments described in the DMP and to contribute to the regular updating of the datasets and databases sharing in the workspace.
All Partners also undertake to fulfill their legal and regulatory obligations in terms of storage and processing of personal data.
Article 7: Financial provisions
- The financial contribution of the Contracting Authority to the Project shall be distributed by the Coordinator to Partners according to the Subgrant
- This Consortium Agreement involves no financial flow between
- Financial consequences of the termination of the participation of a
A Party leaving the consortium shall refund all payments it has received except the amount of contribution accepted by the Coordinator.
Article 8: Intellectual Property
8.1 Background
Subject to the rights of third parties, each of the Parties shall retain exclusive ownership of its Background. No stipulation of this Agreement can be interpreted as affecting any transfer of ownership of the Parties' Background whatsoever.
8.2 Own Results
The Own Results are the property of the Party that has generated them.
Any intellectual property titles relating to the Own Results are filed at the Party's own expense, in its sole name and at its sole initiative.
8.3 Joint Results
The Parties that have generated Joint Results are in principle joint owners thereof, hereinafter the "Co- owning Parties", at prorate of their intellectual, human, material and financial contributions.
However, the Co-owning Parties that have produced a Joint Result may confer to assign ownership thereof to one or more of them in accordance with the laws applicable to intellectual property. If necessary, the Co-owning Parties may draft a separate agreement on the Joint Result to further regulate such matters. Prior to the use of the Joint Results, the Co-owning Parties undertake to negotiate joint ownership rules or any other contract by which they define the conditions for using said Joint Results.
In the event of the filing of an intellectual property title relating to the Joint Results, the costs for filing, obtaining and keeping in force the jointly owned titles shall be borne by the Co-owning Parties in accordance with their shares, unless they should decide otherwise.
If one of the Co-owning Parties waives the right to file an intellectual property title, it undertakes to sign the necessary documents or to have them signed to allow the other Parties to become sole joint owners of the intellectual property title(s) in the relevant country or countries. It is understood that the waiving Party cannot claim any compensation in relation to the use of the intellectual property title(s).
Article 9: Use
Notwithstanding the stipulations of this article, in the event of disagreement regarding the use of the Results, the Parties undertake to submit their disagreement to the Project Coordination Committee so that it can give an opinion.
9.1 Background and own results
Each Party has free use of its Background and its Own Results.
- Use for the purposes of performing the Project
For the purposes of performing the Project and for that sole purpose, the Parties shall grant the other Parties, without any financial compensation, a non-exclusive, non-transferable right, without any right to a sub-license, to use their Background and/or Own Results, insofar as such Background and/or Own Results is/are necessary to perform their share(s) of the Project.
Such right granted to a Defaulting Party shall cease immediately upon receipt by the Defaulting Party of the formal notice of the decision of the PCC to terminate its participation in the consortium.
This Background and/or these Own Results shall be treated as Confidential Information in accordance with the terms of Article 10 of this Agreement.
- Use for the purposes of using the Results
When the use of the Background and/or the Own Results belonging to one or more Parties is necessary for the use of the Results by one or more other Parties, the relevant Parties shall negotiate a contract by a separate deed.
The Party holding the Background and/or the Own Results undertakes to grant said rights at normal commercial conditions for the relevant applicable sector. The commercial conditions and the granting terms shall be negotiated prior to any industrial and/or commercial use.
9.2 Joint Results
- Use for research purposes
In accordance with Article 10 below, each Co-owning Party can freely use the Joint Results free of charge for its research purposes either by itself or with third parties, to the exclusion of any use for commercial purpose directly or indirectly.
- Industrial and commercial use
The Co-owning Parties have a non-exclusive right to the direct and indirect industrial and/or commercial use of the Joint Results.
In the event of the actual use by a Party, that will give rise to a lump sum or proportional financial compensation, which be equitable to the respective contributions of the Co-owning Parties.
The agreement of all Co-owning Parties is necessary in the event of exclusive use.
In any event, the Co-owning Parties agree to decide on the conditions for the commercial use of the Joint Results in a specific agreement.
Article 10: Confidentiality
The Parties undertake:
- to communicate the confidential information only to the members of their staff that have to know it to carry out the Project,
- should subcontracting by a third party be used, only to disclose the Confidential Information to the third-party subcontractors if it is necessary to carry out the Project, subject to them being bound by obligations of confidentiality at least as strict by the provisions of this Each Party
is responsible to the Party issuing the Confidential Information for its subcontractors complying with the obligations stated in this article.
However, the Party receiving the Confidential Information will have no obligation of confidentiality regarding the Confidential Information for which it can prove:
- that it came into the public domain before it was disclosed or after it was disclosed but, in the latter case, without any fault being attributable to that Party,
- that it was legally in its possession before it received it from the issuing Party,
- that it was received from a third party authorized to pass it on,
- that its use or communication was previously authorized in writing by the Issuing Party,
- that it was developed independently and in good faith by its staff that did not have access to such Confidential Information.
Article 11: Publications – Communications
Notwithstanding the stipulations of this article, in the event of disagreement between the Parties, they undertake to submit their disagreement to the PCC so that it can give an opinion.
- Any proposed publication or communication shall be notified to the Coordinator one month prior to the submission to a journal or a conference organizing The PCC shall give an opinion based on the planned communication which will be submitted by the Coordinator for the Contracting Authority's approval.
- Each Party undertakes not to publish, in any way whatsoever, the Background and the Own Results of the other Parties which they might know about as long as such information is not in the public domain or as long as that Party has not received the relevant Party's prior written
- In accordance with the stipulations of Article 10, any planned communication, particularly by publication or presentation on any medium and in any form whatsoever, relating to the Project, of the Joints Results, by one of the Parties, must have been previously agreed by the relevant Co-owning Parties for the period of the Agreement and two (2) years from its expiry or
The Co-owning Parties shall make their decision known within a maximum period of sixty (60) calendar days from the date of notification of the request; this decision can consist of:
- accepting the planned communication without reservation,
- asking for the Confidential Information belonging to them to be removed from the planned communication,
- asking for amendments, particularly if some information contained in the planned communication is of a sort that might jeopardize the industrial and commercial use of the Background and the Results,
- asking for the communication to be postponed if genuine and serious causes seem to require this, in particular if information contained in the planned publication or communication has to be protected in respect of industrial property,
- asking for one or more authors to be added to the list of co-authors if the Project has called for their significant and demonstrable
Should the Parties not respond by the end of the sixty (60) days, it shall be deemed that they have agreed.
However, none of the Parties may refuse its agreement to a publication or communication beyond a period of eighteen (18) months from the initial submission of the relevant draft unless the information held by the other Parties and forming the subject of that publication or communication offers scientific, industrial or commercial strategic interest for one of the Parties that the publication or communication could endanger.
The provisions are applicable for the full period of the Agreement and for two years from its expiry. At the end of this period, any publication or communication shall be in line with the obligations of confidentiality stipulated in Article 10 above.
- Subject to the stipulations of Article 10 being complied with, the terms of this article may not hinder:
- the obligation incumbent on each of the people taking part in the Project to produce an activity report for the organization(s) under whose authority each one comes or for the Contracting The dissemination of Confidential Information in this regard is limited solely to authorities which need to know it provided that they bind themselves to complying with the provisions relating to confidentiality,
- the thesis defense of researchers taking part in the Project, organized in accordance with the university regulations in This defense may be organized behind closed doors each time that it is necessary and each member of the jury will have signed an undertaking of confidentiality,
- the filing by one or more Parties of a patent application or another intellectual property title arising from their Own or Joint Results,
- the publication or communication by a Party of its Own
- All communication supports should be mentioned in the acknowledgments: “This study was performed in the framework of the Project supported by the LabexAgro 2011-LBX- 002 coordinated by Agropolis Foundation”.
Article 12: Access and benefit sharing
In the event of the supply or exchange of genetic resources between the Parties during the period of the Project, they undertake to sign a Material Transfer Agreement, referred to hereinafter as an "MTA", prior to any supply or exchange.
The Parties are conscious of compliance with the Convention on Biological Diversity (CBD), adopted on 22 May 1992 and which came into effect on 29 December 1993, the Nagoya Protocol adopted on 29 October
2010 and which came into effect on 12 October 2014, and the national or regional provisions applicable in respect of access and benefit-sharing.
They shall develop, where applicable, in the MTAs, the arrangements for accessing and sharing the benefits associated with the genetic resources and the associated traditional knowledge collected or exchanged between them in connection with the Project, which will be aimed in particular at sharing and strengthening their scientific expertise and the knowledge associated therewith, with it already being agreed that this Agreement constitutes a sharing of the benefits between the Parties.
For any collecting or transfer of genetic resources or associated traditional knowledge in connection with the Project, the relevant Parties shall do their very best to facilitate the circulation of and the access to these resources or this knowledge, in accordance with the national and international laws in force. In particular, vis-à-vis the competent authorities in its country, each of the Parties may take care of the formalities associated with accessing the genetic resources or the traditional knowledge situated on its territory and used in connection with the Project. To this end, each Party can mention the benefits associated with the existence of the Agreement.
Article 13: Force Majeure and sanitary crisis
No Party shall be considered to be in breach of this Consortium Agreement if it is prevented from fulfilling its obligations under the Consortium Agreement by Force Majeure.
Each Party will notify the competent Consortium Bodies of any Force Majeure without undue delay. 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.
The Parties agree to make every effort to ensure that the global covid-19 health crisis, whose direct and indirect effects are still unknown, will disrupt the execution of the Project as little as possible, and in particular the Grant Agreement, the Subgrant Agreement and the present Consortium Agreement. Each Party shall advise the Coordinator of any direct or indirect consequences of the covid-19 health crisis in the execution of the Project.
Article 14: Intuitu Personae
The Parties state that the Agreement is entered into intuitu personae.
Consequently, no Party is authorized to transfer all or part of its rights and obligations to a third party without the other Parties' prior written agreement.
Article 15: Invalidity of a clause
- The nullity of one or more stipulations of the Agreement shall not result in the cancellation of the whole of the Agreement, unless the nullity of such stipulation should render the Agreement incompatible with the intention of the Parties on the day that they signed this
- Should one of these clauses be cancelled, the Agreement will continue without the cancelled
If that is necessary for the performance of this Agreement, the Parties shall get together as quickly as possible to negotiate, in good faith, a new clause intended to replace the cancelled one, by way of an addendum, trying to respect the common intention of the Parties that existed on the day that they signed this Agreement.
Article 16: Governing law and settlement of disputes
This Consortium Agreement shall be constructed in accordance with and governed by the laws of France.
Any dispute between the Parties concerning the interpretation or application of this Agreement, shall be submitted to senior management of all parties. A Party shall notify the other Party in writing that a dispute has arisen. Within 5 (five) days of such notification, each Party shall appoint a representative of its senior management who has the mandate to take relevant decisions on behalf of the Party. The representatives shall consult with a view to resolving the dispute and produce a summary of findings and action points within 30 days of their appointment. Where the representatives are unable to reach a resolution within 30 days, the matter may be referred by either Party to the competent French Courts.
Article 17: Signatures
AS WITNESS:
The Parties have caused this Consortium Agreement to be duly signed by the undersigned authorized representatives in separate signature pages the day and year first above written.