Ref. Ares(2013)329914 - 13/03/2013
“Innovative and sustainable systems combining automatic
milking and precision grazing”
‘AUTOGRASSMILK’
Consortium Agreement
THEME [SME-2012-2]
[Research for SME associations]
FP7-SME-2012-314879-AUTOGRASSMILK
Coordinated by:
AUTOGRASSMILK CONSORTIUM AGREEMENT – VERSION 1 – 16 JANUARY 2013
Table of Content
SECTION 1: DEFINITIONS ............................................................................................ 4
SECTION 2: PURPOSE .................................................................................................. 5
SECTION 3: ENTRY INTO FORCE, DURATION AND TERMINATION ....................... 5
SECTION 4: RESPONSIBILITIES OF PARTIES ........................................................... 5
SECTION 5: LIABILITY TOWARDS EACH OTHER ..................................................... 6
SECTION 6: GOVERNANCE STRUCTURE .................................................................. 7
SECTION 7: FINANCIAL PROVISIONS ...................................................................... 12
SECTION 8: BACKGROUND AND FOREGROUND .................................................. 16
SECTION 9: ACCESS RIGHTS ................................................................................... 21
SECTION 10: NON-DISCLOSURE OF INFORMATION .............................................. 23
SECTION 11: MISCELLANEOUS ................................................................................ 24
SECTION 12: SIGNATURES ....................................................................................... 27
[ATTACHMENT 1: ACCESSION DOCUMENT] .......................................................... 42
AUTOGRASSMILK CONSORTIUM AGREEMENT – VERSION 1 – 16 JANUARY 2013
CONSORTIUM AGREEMENT
THIS CONSORTIUM AGREEMENT is based upon
REGULATION (EC) No 1906/2006 OF THE EUROPEAN PARLIAMENT AND OF
THE COUNCIL of 18 December 2006 laying down the rules for the participation of
undertakings, research centres and universities in actions under the Seventh
Framework Programme and for the dissemination of research results (2007-2013)
hereinafter referred to as Rules for Participation and the European Commission
Grant Agreement, adopted on 10 April 2007, hereinafter referred to as the Grant
Agreement or EC-GA and Annex II adopted on 10 April 2007 Version 6 adopted on
24 January 2011, hereinafter referred to as Annex II of the EC-GA, and is made on
2013-01-01, hereinafter referred to as “Effective Date”
BETWEEN:
TEAGASC - AGRICULTURE AND FOOD DEVELOPMENT
AUTHORITY, established in Oak Park, CARLOW, Ireland
Participant Type: RTD performer
Hereinafter called “The Coordinator”
IGA RESEARCH LIMITED, established in COOKSTOWN, KELLS
MEATH, Ireland
Participant Type: SME Association
Hereinafter called “IGA”
STICHTING DIENST LANDBOUWKUNDIG ONDERZOEK,
established in DROEVENDAALSESTEEG 4, WAGENINGEN, 6708
PB, Netherlands
Participant Type: RTD performer
Hereinafter called “WLR”
LAND- EN TUINBOUW ORGANISATIE NOORDVERENIGING LTO
NOORD, established in ZWARTEWATERALLEE 14 , ZWOLLE, 8031 DX,
Netherlands
Participant Type: SME Association
Hereinafter called “LTO”
AARHUS UNIVERSITET, established in Nordre Ringgade 1, AARHUS C,
8000, Denmark
Participant Type: RTD performer
Hereinafter called “AU”
VIDENCENTRET FOR LANDBRUG, established in Agro Food Park 15,
AARHUS, 8200, Denmark
Participant Type: SME Association
Hereinafter called “VFL”
INSTITUT DE L'ELEVAGE, established in rue de Bercy 149, PARIS,
75595, France
Participant Type: RTD performer
Hereinafter called “IDELE”
2
AUTOGRASSMILK CONSORTIUM AGREEMENT – VERSION 1 – 16 JANUARY 2013
CENTRE NATIONAL INTERPROFESSIONNEL DE L'ECONOMIE
LAITIERE, established in RUE DE CHATEAUDUN 42, PARIS, 75314,
France
Participant Type: SME Association
Hereinafter called “CNIEL”
SVERIGES LANTBRUKSUNIVERSITET, established in Arrheniusplan 2C,
UPPSALA, 75007, Sweden
Participant Type: RTD performer
Hereinafter called “SLU”
VÄXA SVERIGE, established in
SE-101 24 Stockholm,
Sweden
Participant Type: SME Association
Hereinafter called “VXA”
UNIVERSITE DE LIEGE, established in Place du 20 aofit 7, LIEGE, 4000,
Belgium
Participant Type: RTD performer
Hereinafter called “Ulg”
COMITE DU LAIT DES PROVINCES DE LIEGE, NAMUR,
LUXEMBOURG, DU BRABANT WALLON ET HAINAUT, established in
ROUTE DE HERVE 104, BATTICE HERVE, 4651, Belgium
Participant Type: SME Association
Hereinafter called “CDL”
AIDAN MICHAEL POWER, established in GURRANE, LATTERAGH,
NENAGH, Ireland
Participant Type: SME end user
Hereinafter called “Aidan Power”
THURE WORM - LUNDSMARK, established in LUNDSMARKVEJ 41,
RIBE, 6760, Denmark
Participant Type: SME end user
Hereinafter called “Thure Worm”
THE CIRCA GROUP EUROPE LIMITED, established in PEMBROKE
STREET 26, DUBLIN 2, 2, Ireland
Participant Type: SME
Hereinafter called “CIRCA’
- hereinafter, jointly or individually, referred to as ”Parties” or ”Party” -
relating to the Project entitled:
“
Innovative and sustainable systems combining automatic milking and precision grazing” in short:
“
AUTOGRASSMILK” hereinafter referred to as “Project”.
3
AUTOGRASSMILK CONSORTIUM AGREEMENT – VERSION 1 – 16 JANUARY 2013
WHEREAS:
The Parties, having considerable experience in the field concerned, have submitted a proposal
for the Project to the European Commission as part of the Seventh Framework Programme of the
European Community for Research, Technological Development and Demonstration Activities
under the funding scheme of: “Research for the benefit of specific groups - Research for SME
associations/groupings”.
The Parties wish to specify or supplement binding commitments among themselves in addition to
the provisions of the EC-GA.
The Parties are aware that this Consortium Agreement is based upon the DESCA model
consortium agreement and that explanations to the DESCA model are available at
www.DESCA-FP7.eu.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
Section 1: Definitions
1.1 Definitions
Words beginning with a capital letter shall have the meaning defined either herein or in the Rules
for Participation or in the Grant Agreement including its Annexes without the need to replicate
said terms herein.
1.2 Additional Definitions
“Consortium Plan”
Consortium Plan means the description of the work and the related agreed Consortium Budget,
including the payment schedule, as updated and approved by the Project Management Board.
“Consortium Budget”
Consortium Budget means the allocation of all the resources in cash or in kind for the activities as
defined in Annex I of the Grant Agreement and in the Consortium Plan thereafter.
“Defaulting Party”
Defaulting Party means a Party which the Project Management Board has identified to be in
breach of this Consortium Agreement and/or the Grant Agreement as specified in Article 4.2 of
this Consortium Agreement.
“Needed” 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 impossible, significantly delayed, or require significant
additional financial or human resources.
For Use of own Foreground:
Access Rights are Needed if, without the grant of such Access Rights, the Use of own
Foreground would be technically or legally impossible.
4
AUTOGRASSMILK CONSORTIUM AGREEMENT – VERSION 1 – 16 JANUARY 2013
Section 2: Purpose
The purpose of this Consortium Agreement is to specify with respect to the Project the
relationship among the Parties, in particular concerning the organisation of the work between the
Parties, the management of the Project and the rights and obligations of the Parties concerning
inter alia liability, Access Rights and dispute resolution.
Section 3: Entry into force, duration and termination
3.1 Entry into force
An entity becomes a Party to this Consortium Agreement upon signature of this Consortium
Agreement by a duly authorised representative.
This Consortium Agreement shall have effect from the Effective Date identified at the beginning of
this Consortium Agreement.
A new Party enters the Consortium upon signature of the accession document Attachment 1 by
the new Party and the Coordinator. Such accession shall have effect from the date identified in
the accession document.
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 EC-GA and under this Consortium Agreement.
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 and Annex II of the
EC-GA (Article II.37. and II.38.).
If the Commission does not award the EC-GA or terminates the EC-GA or a Party's participation
in the EC-GA, this Consortium Agreement shall automatically terminate in respect of the affected
Party/ies, subject to the provisions surviving the expiration or termination under Art. 3.3 of this
Consortium Agreement.
3.3 Survival of rights and obligations
The provisions relating to Access Rights and Confidentiality, for the time period mentioned
therein, as well as for Liability, Applicable 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 Project Management Board
and the leaving Party. This includes the obligation to provide all input, deliverables and
documents for the period of its participation.
Section 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 EC-GA and this
Consortium Agreement as may be reasonably required from it and in a manner of good faith as
prescribed by Belgian 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 Consortium Body or by
the Coordinator to carry out its tasks.
5
AUTOGRASSMILK CONSORTIUM AGREEMENT – VERSION 1 – 16 JANUARY 2013
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 a responsible Consortium Body identifies a breach by a Party of its obligations under
this Consortium Agreement or the EC-GA (e.g.: a partner producing poor quality work), the
Coordinator or the Party appointed by the Project Management Board if the Coordinator is in
breach of its obligations under this Consortium Agreement or the EC-GA will give written notice to
such Party requiring that such breach be remedied within 30 calendar days.
If such breach is substantial and is not remedied within that period or is not capable of remedy,
the Project Management Committee 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 with, or otherwise involves, third parties (including but not
limited to Affiliated Entities) in the Project, remains solely 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 EC-GA. 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 EC-GA.
Section 5: Liability towards each other
5.1 No warranties
In respect of any information or materials (incl. Foreground and Background) supplied by one
Party to another under the Project, no warranty or representation of any kind is made, given or
implied as to the sufficiency or fitness for purpose nor as to the absence of any infringement of
any proprietary rights of third parties.
Therefore,
- the recipient Party shall in all cases be entirely and solely liable for the use to which it puts such
information and materials, and
- no Party granting Access Rights shall be liable in case of infringement of proprietary rights of a
third party resulting from any other Party (or its Affiliates) exercising its Access Rights.
5.2 Limitations of contractual liability
No Party shall be responsible to any other Party for any indirect or consequential loss or similar
damage such as, but not limited to, loss of profit, loss of revenue or loss of contracts, provided
such damage was not caused by a wilful act or by a breach of confidentiality.
A Party’s aggregate liability towards the other Parties collectively shall be limited to once the
Party’s share of the total costs of the Project as identified in Annex I of the EC-GA provided such
damage was not caused by a wilful act or gross negligence.
The terms of this Consortium Agreement shall not be construed to amend or limit any Party’s
statutory liability.
6
AUTOGRASSMILK CONSORTIUM AGREEMENT – VERSION 1 – 16 JANUARY 2013
5.3 Damage caused to third parties
Each Party shall be solely liable for any loss, damage or injury to third parties resulting from the
performance of the said Party’s obligations by it or on its behalf under this Consortium Agreement
or from its use of Foreground or Background.
5.4 Force Majeure
No Party shall be considered to be in breach of this Consortium Agreement if such breach is
caused by Force Majeure. Each Party will notify the competent Consortium Bodies of any Force
Majeure 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.
Section 6: Governance structure
6.1 General structure
The organisational structure of the Consortium shall comprise the following Consortium Bodies:
Project Management Committee is the ultimate decision-making body of the Consortium
Dissemination Officer will be responsible for coordination of the protection, dissemination and
use of IP and will be accountable to the Project Management Committee
The Coordinator is the legal entity acting as the intermediary between the Parties and the
European Commission. The Coordinator shall, in addition to its responsibilities as a Party,
perform the tasks assigned to it as described in the EC-GA and this Consortium Agreement.
The Project Office assists the Coordinator with financial and contractual matters.
Dissemination Work Package Leader is responsible for managing the activities of their work
packages and will be responsible to the Coordinator.
6.2 General operational procedures for all Consortium Bodies
6.2.1 Representation in meetings
Any member of a Consortium Body (hereinafter referred to as "Member"): should be present or
represented at any meeting of such Consortium 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.
6.2.2 Preparation and organisation of meetings
6.2.2.1 Convening meetings:
The relevant member of each Consortium Body (PMC, WPL Group and Working Party Group)
(as outlined in 6.2.2.2) shall convene meetings of that Consortium Body.
Ordinary meetings
Extraordinary meeting
(PMC, WPL and Working Party
Group meetings)
Every 5 – 6 months
At any time upon written request of
a PMC member
7
AUTOGRASSMILK CONSORTIUM AGREEMENT – VERSION 1 – 16 JANUARY 2013
6.2.2.2 Notice of a meeting:
The PC will issue the invitations for the PMC meetings. The WPL of the country hosting the
meeting will issue the invitation for the WPLs meeting. The Dissemination WPL will have
responsibility for issuing invitations to the Working Party Group meetings. Invitations to all of
these meetings will be issued as soon as possible and no later than the minimum number of days
preceding the meeting as indicated below.
Ordinary meetings
Extraordinary meeting
45 calendar days
15 calendar days
6.2.2.3 Sending the agenda:
The relevant member of each Consortium Body (PMC, WPL Group and Working Party Group) as
outlined in 6.2.2.2, shall draw up and issue the ‘Agenda’ for each specific Consortium Body.
The ‘Agenda’s for all of these meetings will be issued as soon as possible and no later than the
minimum number of days preceding the meeting as indicated below.
Ordinary meeting
Extraordinary meeting
21 calendar days
10 calendar days
6.2.2.4 Adding agenda items:
Any agenda item requiring a decision by the Members at any of the Consortium Body meetings
must be identified as such on the agenda.
Any Member of a Consortium Body may add an item to the original agenda by written notification
to all of the other Members of that Consortium Body up to the minimum number of days preceding
the meeting as indicated below.
Ordinary meeting
Extraordinary meeting
14 calendar days
7 calendar days
6.2.2.5 During a meeting the Members of a Consortium Body present or represented can
unanimously agree to add a new item to the original agenda.
6.2.2.6 Any decision may also be taken without a meeting if the Coordinator circulates to all
Members of the Consortium Body a written document which is then signed by the defined
majority (see Article 6.2.3.) of all Members of the Consortium Body.
6.2.2.7 Meetings of each Consortium Body may also be held by teleconference or other
telecommunication means.
6.2.2.8 Decisions will only be binding once the relevant part of the Minutes has been accepted
according to Article 6.2.5.
6.2.3 Voting rules and quorum
6.2.3.1 Each Consortium Body shall not deliberate and decide validly unless two-thirds (2/3) of its
Members are present or represented (quorum).
6.2.3.2 Each Member of a Consortium Body present or represented in the meeting shall have one
voting rights as follows:
SME Associations:
2 votes each
RTD performers:
1 vote each
Other enterprises and end users (except CIRCA):
1vote each
CIRCA (administrative coordinator)
No Vote
8
AUTOGRASSMILK CONSORTIUM AGREEMENT – VERSION 1 – 16 JANUARY 2013
6.2.3.3 Defaulting Parties may not vote.
Decisions shall be taken by a majority of two-thirds (2/3) of the votes.
6.2.4 Veto rights
6.2.4.1 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.
6.2.4.2 When the decision is foreseen on the original agenda, a Member may veto such a
decision during the meeting only.
6.2.4.3 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 days after the draft
minutes of the meeting are sent.
6.2.4.4 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.
6.2.4.5 A Party may not veto decisions relating 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.
6.2.4.6 A Party requesting to leave the Consortium may not veto decisions relating thereto.
6.2.5 Minutes of meetings
6.2.5.1 The relevant member of each Consortium Body (PMC, WPL Group and Working Party
Group) as outlined in 6.2.2.2, shall have responsibility to produce written minutes of each meeting
for which he is responsible, which shall be the formal record of all decisions taken (“Minutes”). He
shall send the draft Minutes to all Members within 14 calendar days of the meeting.
6.2.5.2 The Minutes shall be considered as accepted if, within 14 calendar days from sending, no
Member has objected in writing to the relevant member of each Consortium Body (PMC, WPL
Group and Working Party Group) as outlined in 6.2.2.2,(who distributed the ‘Minutes’) with
respect to the accuracy of the draft of the Minutes.
6.2.5.3 The relevant member of each Consortium Body (PMC, WPL Group and Working Party
Group) as outlined in 6.2.2.2 shall send the accepted Minutes to all the Members of the
Consortium Body and to the Coordinator, who shall safeguard them.
6.3 Specific operational procedures for the Consortium Bodies
6.3.1 Project Management Committee
In addition to the rules described in Article 6.2, the following rules apply:
6.3.1.1 Members
6.3.1.1.1 The Project Management Committee shall consist of one representative of each Party
(hereinafter Project Management Committee Member).
9
AUTOGRASSMILK CONSORTIUM AGREEMENT – VERSION 1 – 16 JANUARY 2013
6.3.1.1.2 Each Project Management Committee Member shall be deemed to be duly authorised
to deliberate, negotiate and decide on all matters listed in Article 6.3.1.2. of this Consortium
Agreement.
6.3.1.1.3 A representative from 1 the 6 SME-AGs elected to the position at the first PMC meeting
shall chair all meetings of the Project Management Committee, unless decided otherwise in a
meeting of the Project Management Committee. The meetings will be chaired by
6.3.1.1.4 The Parties agree to abide by all decisions of the Project Management Committee.
This does not prevent the Parties to submit a dispute to resolution in accordance with the
provisions of Settlement of disputes in Article 11.8.
6.3.1.2 Decisions
The Project Management Committee shall be free to act on its own initiative to formulate
proposals and take decisions in accordance with the procedures set out herein. In addition, all
proposals made by the Executive Board shall also be considered and decided upon by the
Project Management Committee.
The following decisions shall be taken by the Project Management Committee:
Content, finances and intellectual property rights
-
Proposals for changes to Annex I of the EC-GA to be agreed by the European Commission
-
Changes to the Consortium Plan (including the Consortium Budget)
Evolution of the Consortium
-
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
-
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
-
Proposal to the European Commission for a change of the Coordinator
-
Proposal to the European Commission for suspension of all or part of the Project
-
Proposal to the European Commission for termination of the Project and the Consortium
Agreement
Appointments
On the basis of Annex I, the appointment if necessary of:
-
Exploitation Committee
-
Technical Committee
-
Project Office Group
6.4 Coordinator
6.4.1 The Coordinator shall be the intermediary between the Parties and the European
Commission and shall perform all tasks assigned to it as described in the EC-GA and in this
Consortium Agreement.
10
AUTOGRASSMILK CONSORTIUM AGREEMENT – VERSION 1 – 16 JANUARY 2013
6.8 Work Package Leaders 6.8.1 The Work Packages will be managed by Work Package Leaders (WPL)
6.8.2 They will take responsibility for overseeing and co-ordinating research activities within
their work package and for achievement of the WP objectives and deliverables.
6.8.3 The WPL will monitor and supervise the research activities in the WP and ensure that
research outputs are of a consistent high standard.
6.8.4 WPLs will be in regular communication with the PC and will highlight any issues that need
to be addressed in a timely manner.
6.8.5 WPLs will provide technical reports on WP progress to the PC as required. Individual WP
meetings will also be held as appropriate at regular intervals.
6.9 Dispute resolution procedures
6.9.1 Should any disputes arise between partners during the course of the project that could
damage the project, the Project Management Committee will implement a dispute resolution
process.
6.9.2 This will comprise of compromise, negotiation, and avoidance of disputes where
possible.
6.9.3 However in the event of a dispute/conflict arising, a formal process will be put in place
whereby the Project Co-ordinator will be the initial mediator. Any partner with a grievance will
be encouraged to discuss the issue with the Coordinator to try to find a resolution.
6.9.4 If the dispute cannot be resolved at that level it will be brought forward to the Project
Management Committee who will adjudicate based on a majority decision.
6.9.5 A respected senior figure from within the broader consortium community may be asked to
provide impartial advice (SME-AGs to provide names of potential candidates).
6.9.6 In the unlikely event that a partner is asked to leave the Consortium for sound reason,
such as failure to deliver agreed inputs and deliverables, alternative arrangements for the
reallocation of tasks and budgets will be discussed by the Project Management Committee.
Any decision will need to be passed by a majority vote.
Section 7: Financial provisions
7.1 General Principles
7.1.1 Distribution of Financial Contribution
The financial contribution of the Union to the Project shall be distributed by the Coordinator
according to:
- the Consortium Budget as included in the Consortium Plan
- the approval of reports by the European Commission, and
- the provisions of payment in Article 7.3.
A Party shall be funded only for its tasks carried out in accordance with the Consortium Plan.
7.1.2 Reports
Each Party shall address to the Coordinator its reports and deliverables in accordance with the
relevant article of the Grant Agreement, no later than twenty-one (21) calendar days after the
end of each reporting period.
If one or more Party is/are late in submission of its reports and deliverables, the Coordinator
may submit the other Parties’ reports and deliverables to the EC.
Interim internal project technical and financial reports will be required to be made by the Parties,
frequency to be decided by the Project Management Committee.
12
AUTOGRASSMILK CONSORTIUM AGREEMENT – VERSION 1 – 16 JANUARY 2013
7.1.3 Justifying Costs
In accordance with its own usual accounting and management principles and practices, each
Party shall be solely responsible for justifying its costs with respect to the Project towards the
European Commission. Neither the Coordinator nor any of the other Parties shall be in any way
liable or responsible for such justification of costs towards the European Commission.
7.1.4 Funding Principles
A Party which spends less than its allocated share of the Consortium Budget will be funded in
accordance with its actual duly justified eligible costs only.
A Party that spends more than its allocated share of the Consortium Budget will be funded only in
respect of duly justified eligible costs up to an amount not exceeding that share, unless otherwise
agreed by a Consortium Body.
7.1.5 Financial Consequences of the termination of the participation of a Party
A Party leaving the Consortium shall refund all payments it has received except the amount of
contribution accepted by the European Commission or another contributor. Furthermore a
Defaulting Party shall, within the limits specified in Article 5.2 of this Consortium Agreement, bear
any reasonable and justifiable additional costs occurring to the other Parties in order to perform its
and their tasks. Any additional costs which are not covered by the Defaulting Party shall in
principle be apportioned to the remaining Parties pro rata to their share in the total costs of the
Project as identified in the Consortium Budget.
7.2 Budgeting
The Consortium Budget shall be valued in accordance with the usual accounting and
management principles and practices of the respective Parties.
7.2.1 Budgeted costs eligible for 100% reimbursement.
Management Activities (WP 6) and Other Activities (WP 5) are eligible for 100% reimbursement
7.2.2 Budgeting of coordination costs
Costs of coordination of research which are not allowed as management cost according to Annex
II of the EC-GA (EC-GA Article II.16.5) should be charged to research and technological
development activities.
7.3 Payments
7.3.1 Payments to Parties are the exclusive tasks of the Coordinator In particular, the Coordinator shall:
-
notify the Party concerned promptly of the date and composition of the amount transferred to
its bank account, giving the relevant references
-
perform diligently its tasks in the proper administration of any funds and in maintaining
financial accounts
-
undertake to keep the Community financial contribution to the Project separated from its
normal business accounts, its own assets and property, except if the Coordinator is a Public
Body or is not entitled to do so due to statutory legislation.
-
The amount to be distributed to each participant is summarised here and is calculated from
the consortium budget on the principal that the parties receive sufficient cash to pay the
13
AUTOGRASSMILK CONSORTIUM AGREEMENT – VERSION 1 – 16 JANUARY 2013
“transactions” (RTD subcontracts) that they have to pay, to cover the amount of travel and
subsistence budgeted for them and to cover the management budgets allocated.
Total
First
RTD
Other
Travel and
Distribution of
Distribution of
subcontracts Subcontracts Subsistence
EC funds
EC finds- 55%
02 IGA
€484,850
€2,000
€6,000
€492,850
€271,067
04 LTO *
€400,562
€2,000
€6,000
€268,562
€147,709
06 VFL **
€450,395
€2,000
€6,000
€478,395
€263,117
08 CNIEL
€270,000
€0
€6,000
€276,000
€151,800
10 VXA
€140,000
€0
€4,000
€145,500
€80,025
12 CDL
€382,400
€2,000
€4,000
€388,400
€213,620
01 Teagasc
€0
€0
€16,850
€112,625
€61,944
03 WLR
€0
€0
€500
€6,509
€3,580
05 AU
€0
€0
€500
€6,165
€3,391
07 IDELE
€0
€0
€500
€5,670
€3,119
09 SLU
€0
€0
€500
€6,800
€3,740
11 ULG
€0
€0
€500
€5,600
€3,080
13 POWER
€0
€0
€2,000
€2,000
€1,100
14 WORM
€0
€0
€3,000
€3,000
€1,650
15 CIRCA
€0
€0
€6,000
€73,583
€40,470
TOTAL
€2,128,206
€8,000
€62,350
€2,271,658
€1,249,412
* 04 LTO aims to get €140,000 from Netherlands National Support to make up shortfall
** 06 VFL +€20,000 adjustment to Total Distribution of EC funds included following reduction of 05 AU
transaction by the same amount, -€20,000
7.3.2 Payment Schedule
The payment schedule, which contains the transfer of pre-financing and interim payments to
Parties, will be handled according to the following:
-
Funding of costs included in the Consortium Plan will be paid to Parties after receipt from the
EU-Commission without undue delay and in conformity with the provisions of Annex II of the
EC-GA. Costs accepted by the EU-Commission will be paid to the Party concerned, taking
into account the amounts already paid for the reporting period concerned.
-
The Coordinator is entitled to withhold any payments due to a Party identified by a
responsible Consortium Body to be in breach of its obligations under this Consortium
Agreement or the EC-GA” or to a Beneficiary which has not yet signed this Consortium
Agreement.
-
The Coordinator is entitled to recover any payments already paid to a Defaulting Party.
Reporting periods: RP1 = 1, months 1 to 15 and RP2 = months 16 to 36
-
The Pre-financing represents 55% of the total budget (60% less 5% withheld for guarantee
fund)
-
The Second Payment will be based on the reporting period 1 reports accepted by the REA
-
The Third (final) Payment will be based on the final report accepted by the REA
7.3.3 The Transaction
The SME Associations shall pay the RTD performers for the research carried out as described in
the Consortium Plan against invoices raised by the RTD performers.
SME associations are not expected to settle the “transaction” invoices until after they have
received sufficient EC payments to cover these costs.
14
AUTOGRASSMILK CONSORTIUM AGREEMENT – VERSION 1 – 16 JANUARY 2013
The %Split of the Transaction cost of each RTD performer across the SME associations is
summarised here:
Total Transaction per SME Association per RTD performer is summarised here:
First Transaction per SME Association per RTD performer is summarised here. This is 15% of the
total transactions and is to be paid as an advance once the pre-financing is distributed to the
participants.
Subsequent payments to RTDs shall be based on the RTD costs reported by the RTD performers
in the periodic reports for the REA and the interim project reports. Total cumulative transactions to
date per SME association shall not exceed EC money transferred to them at any time
First Payment: 15% of total – Paid Up Front – Month 3
Second Payment: Equal to Expenditure incurred by RTD in Months 1 to 5, - (Invoiced
Month 6). Delay until deliverables due in months 1 to 5 are delivered if not already
satisfactorily completed.
Third Payment: Equal to Expenditure incurred in months 6 to 10, - (Invoiced Month 11).
Delay until deliverables due in months 6 to 10 are delivered if not already satisfactorily
completed.
Fourth Payment: Equal to Expenditure incurred in months 11 to 15, - (Invoiced Month 16).
Delay until deliverables due in months 11 to 15 are delivered if not already satisfactorily
completed.
Fifth Payment: Equal to Expenditure incurred by RTD in Months 16 to 22, - (Invoiced
Month 23). Delay until deliverables due in months 16 to 22 are delivered if not already
satisfactorily completed.
15
AUTOGRASSMILK CONSORTIUM AGREEMENT – VERSION 1 – 16 JANUARY 2013
Table 8c Expected Foreground knowledge and data developed in the course of the project with
joint ownership among the SME-AGs
Expected Foreground knowledge and data developed in the course of the project with
joint ownership among the SME-AGs
1
Country specific guidelines on feeding strategies and focus on supplementary feeding
during periods of grass scarcity, all in association with AM
2
Country specific guidelines and focus for seasonal optimization of pasture proportions in
association with AM
3
System description for relationship / model of nutrition, stage of lactation, milking
frequency, amount of cows per AM unit and nutrition
4
Description of specific needs for different cow breeds /types in relation to grazing and AM
5
Description of guidelines for optimal use of AM carousel and grazing
6
Description of guidelines for optimal use of mobile AM
7
Dedicated sustainability indicator data of monitor farms with grazing and AM
8
Data on financial impact of different levels of grazing in DK, NL and FR
9
Data on interaction between capital investment, labour requirements and running costs
representative of commercial farms with AM and grazing
Table 8d Expected tools or equipment developed in the course of the project with joint ownership
among the SME-AGs
Expected tools or equipment developed in the course of the project with joint ownership
among the SME-AGs
1
Tool for monitoring and optimizing individual cow grazing
2
Intelligent cow gate including standalone activator, receiver of RFID and wireless contact
to CU
3
Protocol for registration, data capture and management of data (production and
environmental )
4
Online sustainability assessment tool for environmental parameters
5
Online decision support tool for optimizing economy and grazing
Although the remuneration for the research conducted by each RTD performer has been
assigned to specific SME-AGs, all SME-AGs will have equal and joint ownership rights to all of
the ‘Foreground’. The SME-AGs will declare to accept joint ownership in equal shares to the
Foreground. If the SME-AGs decide on legal protection of Foreground this should be done in
consensus agreement with all SME-AG partners. Hereunder the partners have to agree on the
specific protection such as where to apply for a patent and where to nationalize the said patent. If
a given SME-AG partner does not wish to participate in the protection of IP, it shall be free to
withdraw and its share of the relevant Foreground shall be apportioned among the other owners.
Possible revenue generated on the basis of the IP shall be apportioned among the other owners
who have actively sought the protection of IP. The costs related to the protection of Foreground
will not be reimbursed by the project budget, but shall be apportioned among the prosecuting
owners according to their respective shares of the said Foreground.
8.3 Nature of expected IPR and protection/exploitation:
The Foreground will include scientific data and associated know-how and tools as outlined in
Tables 8c and 8d, respectively, for which the SME-AGs, in consultation with other participants (if
appropriate), shall jointly decide on appropriate protection measures, if so required. In such
19
AUTOGRASSMILK CONSORTIUM AGREEMENT – VERSION 1 – 16 JANUARY 2013
cases, the original inventor of said (part of) Foreground shall always be included and
acknowledged as such in any patent application. Any patent application concerning Foreground
resulting from the Project will contain an acknowledgement making reference to the economic
support of the EU for the development of the work as follows: “
The work leading to this invention
has received funding from the European Unions’ Seventh Framework Programme
(FP7/2007-2013) under grant agreement no. SME-2012-2-314879”.
Translations of this sentence in all Union languages are available in Annex IV of the document
“Guide to Intellectual property Rules for FP7 projects” (version 3) and the wording given must be
used for patent applications filed in these respective languages. The SME-AGs will be
responsible for the protection of the IP while ensuring that dissemination activities do not take
place until such protection measures, as may be required, are in place.
IPR developments will be an agenda item at each Project Management Committee meeting and
suitable mechanisms will be built into the knowledge management scheme to ensure that any
potentially valuable information is not deemed invalid by pre-mature dissemination. All decisions
made must be supported by the SME-AGs. Intellectual property issues will be compliant with the
Consortium Agreement at all times. An intellectual property officer, Dr. Miriam Walsh (from the
Coordinators institute, Teagasc) will be available to deal with all IPR issues.
8.4 Plan for use and Dissemination of the Foreground (PUDF)
The Foreground will be owned jointly by all SME AGs who will manage the dissemination
thereof to their respective dairy farmer members and other associated end users. The
Exploitation Committee, described in Section 6, will oversee the dissemination of the
Foreground. All publications and the AUTOGRASSMILK website will carry the following
statement / reference / acknowledgement:
"The research leading to these results has received funding from the European Union's
Seventh Framework Programme managed by REA-Research Executive Agency
http://ec.europa.eu/research/rea ([FP7/2007-2013] under grant agreement no.
SME-2012-2-314879".
Translations of this sentence in Union languages other than English are available at
ftp://ftp.cordis.europa.eu/pub/fp7/docs/ipr_en.pdf (Guide to Intellectual Property Rules for
FP7 projects Annex V; pages 48-50) and must be used where applicable. As far as the
Participants are currently aware, and to the best of their knowledge without having done
exhaustive searches, there are no existing or anticipated agreements which may impose
limitations on the exploitation of results, or on information or inventions generated as a result of
the Project". The Exploitation Committee will ensure that the dissemination process will at all
times be in accordance with the Participants’ (intellectual property) rights. Dissemination of the
Foreground will be done as swiftly as possible. Scientific data will need to be generated for at
least 1 year before it can be published scientifically. At the same time, the Exploitation
Committee will ensure that dissemination activities do not take place until the most appropriate
protection of the results is in place. It is envisaged that dissemination of the Foreground will
occur predominantly in the last year of the Project. Exploitation Committee will include
provision for press releases to be sent to the Participants local press at the start of the Project
and per each relevant milestone during the life of the Project. They will also include provision
for the production of a video clip of selected results.
8.5 Dissemination
8.5.1 Publication
20
AUTOGRASSMILK CONSORTIUM AGREEMENT – VERSION 1 – 16 JANUARY 2013
8.5.1.1 Dissemination activities including but not restricted to publications and presentations shall
be governed by the procedure of Article II.30.3 of the EC-GA subject to the following provisions.
Prior written notice of any planned publication shall be given to the other Parties concerned at
least 45 days before submission of the publication. Any objection to the planned publication shall
be made in accordance with the GA in writing to the Coordinator and to any Party concerned
within 30 days after receipt of the notice. If no objection is made within the time limit stated above,
the publication is permitted.
8.5.1.2 An objection is justified if
(a)
the objecting Party's legitimate academic or commercial interests are compromised by the
publication; or
(b)
the protection of the objecting Party's Foreground or Background is adversely affected.
The objection has to include a precise request for necessary modifications.
8.5.1.3 If an objection has been raised the involved Parties shall discuss how to overcome the
justified grounds for the objection on a timely basis (for example by amendment to the planned
publication and/or by protecting information before publication) and the objecting Party shall not
unreasonably continue the opposition if appropriate actions are performed following the
discussion.
8.5.1.4 Naming of authors and the order of the naming in any publication should be decided by
the Parties that have been involved in the activities included in the publication, this includes the
exchange of material as covered by a Material Transfer Agreement. If the Parties cannot agree
on the naming of authors and/or the order of the naming, the Executive Board will decide in this
matter after being provided with full details of the involved Parties’s contributions to the
publication. This decision cannot be disputed.
8.5.2 Publication of another Party’s Foreground or Background
For the avoidance of doubt, a Party shall not publish Foreground or Background of another Party,
even if such Foreground or Background is amalgamated with the Party’s Foreground, without the
other Party’s prior written approval. For the avoidance of doubt, the mere absence of an objection
according to 8.3.1 is not considered as an approval.
8.5.3 Cooperation obligations
The Parties undertake to cooperate to allow the timely submission, examination, publication and
defence of any dissertation or thesis for a degree which includes their Foreground or Background
subject to the confidentiality and publication provisions agreed in this Consortium Agreement.
8.5.4 Use of names, logos or trademarks
Nothing in this Consortium Agreement shall be construed as conferring rights to use in
advertising, publicity or otherwise the name of the Parties or any of their logos or trademarks
without their prior written approval.
Section 9: Access Rights
9.1 Background covered
9.1.1 The Parties have identified the Access Rights applicable to the Project in the EC-GA which
are reproduced here in Section 8.2
9.1.2 The owning Party may add further Background to Section 8.2 during the Project by written
notice.
21
AUTOGRASSMILK CONSORTIUM AGREEMENT – VERSION 1 – 16 JANUARY 2013
9.1.3 The Parties agree that all Background not listed in Section 8.2 shall be explicitly excluded
from Access Rights. The Parties agree, however, to negotiate in good faith additions to Section
8.2 if a Party asks them to do so and those are needed.
For the avoidance of doubt, the owner is under no obligation to agree to additions of his
Background to Section 8.2.
9.2 General Principles
9.2.1 Each Party shall implement its tasks in accordance with the Consortium Plan and shall bear
sole responsibility for ensuring that its acts within the Project do not knowingly infringe third party
property rights.
9.2.2 Foreground and Background shall be used only for the purposes for which Access Rights to
it have been granted.
9.2.3 All requests for Access Rights shall be made in writing.
The granting of Access Rights may be made conditional on the acceptance of specific conditions
aimed at ensuring that these rights will be used only for the intended purpose and that appropriate
confidentiality obligations are in place.
9.2.4 The requesting Party must show that the Access Rights are Needed.
9.3 Access Rights for implementation
Access Rights to Foreground and Background Needed for the performance of the own work of a
Party under the Project shall be granted on a royalty-free basis as outlined in Section 8.2
9.4 Access Rights for Use
9.4.1 Access Rights to Foreground if Needed for Use of a Party's own Foreground including for
third-party research shall be granted as outlined in Section 8.2
Access rights for internal research activities shall be granted as outlined in Section 8.2.
9.4.2 Access Rights to Background if Needed for Use of a Party's own Foreground shall be
granted as outlined in Section 8.2.
9.4.3 A request for Access Rights may be made up to twelve months after the end of the Project
or, in the case of Art. 9.6.2.1.2, after the termination of the requesting Party’s participation in the
Project.
9.5 Additional Access Rights
For the avoidance of doubt any grant of Access Rights not covered by the EC-GA or this
Consortium Agreement 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.
9.6 Access Rights for Parties entering or leaving the Consortium
9.6.1 New Parties entering the Consortium
22
AUTOGRASSMILK CONSORTIUM AGREEMENT – VERSION 1 – 16 JANUARY 2013
All Foreground developed before the accession of the new Party shall be considered to be
Background with regard to said new Party.
9.6.2 Parties leaving the Consortium
9.6.2.1 Access Rights granted to a leaving Party
9.6.2.1.1 Defaulting Party
Access Rights granted to a Defaulting Party and such Party's right to request Access Rights shall
cease immediately upon receipt by the Defaulting Party of the formal notice of the decision of the
Project Management Board to terminate its participation in the Consortium.
9.6.2.1.2 Non-defaulting Party
A non-defaulting Party leaving voluntarily and with the other Parties' consent shall have Access
Rights to the Foreground developed until the date of the termination of its participation.
It may request Access Rights within the period of time specified in Art. 9.4.2.
9.6.2.2 Access Rights to be granted by any leaving Party
Any Party leaving the Project shall continue to grant Access Rights pursuant to the EC-GA and
this Consortium Agreement as if it had remained a Party for the whole duration of the Project.
Section 10: Non-disclosure of information
10.1 All information in whatever form or mode of transmission, 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”, or when
disclosed orally, has been identified as confidential at the time of disclosure and has been
confirmed and designated in writing within 15 days from oral disclosure at the latest as
confidential information by the Disclosing Party, is “Confidential Information”.
10.2 The Recipients hereby undertake in addition and without prejudice to any commitment of
non-disclosure under the EC-GA, for a period of 5 years after the end of the Project:
- not to use Confidential Information otherwise than for the purpose for which it was
disclosed;
- not to disclose Confidential Information to any third party without the prior written
consent by the Disclosing Party;
- to ensure that internal distribution of Confidential Information by a Recipient shall take
place on a strict need-to-know basis; and
- to return to the Disclosing Party on demand all Confidential Information which has been
supplied to or acquired by the Recipients including all copies thereof and to delete all
information stored in a machine readable form. If needed for the recording of ongoing
obligations, the Recipients may however request to keep a copy for archival purposes
only.
10.3 The Recipients shall be responsible for the fulfilment of the above obligations on the part of
their employees and shall ensure that their employees remain so obliged, as far as legally
possible, during and after the end of the Project and/or after the termination of employment.
10.4 The above shall not apply for disclosure or use of Confidential Information, if and in so far
as the Recipient can show that:
23
AUTOGRASSMILK CONSORTIUM AGREEMENT – VERSION 1 – 16 JANUARY 2013
- the Confidential Information 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
confidence by a third party who is in lawful possession thereof and under no obligation of
confidence to the Disclosing Party;
- the disclosure or communication of the Confidential Information is foreseen by
provisions of the EC-GA;
- the Confidential Information, at any time, was developed by the Recipient completely
independently of any such disclosure by the Disclosing Party; or
- 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 Art. 10.7 hereunder.
10.5 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.
10.6 Each Party shall promptly advise the other Party in writing of any unauthorised disclosure,
misappropriation or misuse of Confidential Information after it becomes aware of such
unauthorised disclosure, misappropriation or misuse.
10.7 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, and
-comply with the Disclosing Party’s reasonable instructions
to protect the confidentiality of the information.
10.8 The confidentiality obligations under this Consortium Agreement and the EC-GA shall not
prevent the communication of Confidential Information to the European Commission.
Section 11: Miscellaneous
11.1 Attachments, inconsistencies and severability
This Consortium Agreement consists of this core text and
Attachment 1 (Accession document)
In case the terms of this Consortium Agreement are in conflict with the terms of the EC-GA, the
terms of the latter shall prevail. In case of conflicts between the attachments and the core text of
this Consortium Agreement, the latter shall prevail.
Should any provision of this Consortium Agreement become invalid, illegal or unenforceable, it
shall not affect the validity of the remaining provisions of this Consortium Agreement. In such a
24
AUTOGRASSMILK CONSORTIUM AGREEMENT – VERSION 1 – 16 JANUARY 2013
case, the Parties concerned shall be entitled to request that a valid and practicable provision be
negotiated which fulfils the purpose of the original provision.
11.2 No representation, partnership or agency
The Parties shall not be entitled to act or to make legally binding declarations on behalf of any
other Party. Nothing in this Consortium Agreement shall be deemed to constitute a joint venture,
agency, partnership, interest grouping or any other kind of formal business grouping or entity
between the Parties.
11.3 Notices and other communication
Any notice to be given under this Consortium Agreement shall be in writing to the addresses and
recipients as listed in the most current address list kept by the Coordinator.
Formal notices:
If it is required in this Consortium Agreement (Article. 9.6.2.1.1 and 11.4) that a formal notice,
consent or approval shall be given, such notice shall be signed by an authorised representative of
a Party and shall either be served personally or sent by mail with recorded delivery.
Other communication:
Other communication between the Parties may also be effected by other means such as e-mail
with acknowledgement of receipt, which fulfils the conditions of written form.
Any change of persons or contact details shall be notified immediately by the respective Party to
the Coordinator. The address list shall be accessible to all concerned.
11.4 Assignment and amendments
No rights or obligations of the Parties arising from this Consortium Agreement may be assigned
or transferred, in whole or in part, to any third party without the other Parties’ prior formal
approval.
Amendments and modifications to the text of this Consortium Agreement not explicitly listed in
Article 6.3.1.2 require a separate agreement between all Parties.
11.5 Mandatory national law
Nothing in this Consortium Agreement shall be deemed to require a Party to breach any
mandatory statutory law under which the Party is operating.
11.6 Language
This Consortium Agreement is drawn up in English, which language shall govern all documents,
notices, meetings, arbitral proceedings and processes relative thereto.
11.7 Applicable law
This Consortium Agreement shall be construed in accordance with and governed by the laws of
Belgium excluding its conflict of law provisions.
11.8 Settlement of disputes
Any dispute, controversy or claim arising under, out of or relating to this contract and any
subsequent amendments of this contract, including, without limitation, its formation,
25
AUTOGRASSMILK CONSORTIUM AGREEMENT – VERSION 1 – 16 JANUARY 2013
validity, binding effect, interpretation, performance, breach or termination, as well as
non-contractual claims shall be dealt with as described in the EC-GA and which is
reproduced here in Section 6.9.
In the absence of a settlement following the procedures outlined in Section 6.9 , the dispute shall
be submitted to mediation in accordance with the WIPO Mediation Rules. The place of mediation
shall be Brussels unless otherwise agreed upon. The language to be used in the mediation shall
be English unless otherwise agreed upon.
If, and to the extent that, any such dispute, controversy or claim has not been settled pursuant to
the mediation within 60 days of the commencement of the mediation, the courts of Brussels shall
have exclusive jurisdiction.
26
AUTOGRASSMILK CONSORTIUM AGREEMENT – VERSION 1 – 16 JANUARY 2013
[Attachment 1: Accession document]
ACCESSION
of a new Party to
AUTOGRASSMILK Consortium Agreement, version 1, 16 January 2013
[OFFICIAL NAME OF THE NEW PARTY AS IDENTIFIED IN THE EC-GA]
hereby consents to become a Party to the Consortium Agreement identified above and accepts
all the rights and obligations of a Party starting [date].
TEAGASC - AGRICULTURE AND FOOD DEVELOPMENT AUTHORITY
hereby certifies that the Consortium has accepted in the meeting held on [date] the accession of
[the name of the new Party] to the Consortium starting [date].
This Accession document has been done in 2 originals to be duly signed by the undersigned
authorised representatives.
NEW PARTICIPANT:
[Date and Place]
------------------------------------------------------------
[Signature(s)
------------------------------------------------------------
Name(s)
------------------------------------------------------------
Title(s)
------------------------------------------------------------
COORDINATOR: TEAGASC - AGRICULTURE AND FOOD DEVELOPMENT AUTHORITY
[Date and Place]
------------------------------------------------------------
Signature(s)
------------------------------------------------------------)
Name(s)
------------------------------------------------------------
Title(s)
------------------------------------------------------------
42