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training & research for academic newcomers A project of the King Baudouin Foundation © 2013 Gabriella Calderari1
Negotiation And Legal Documents Gabriella Calderari David W Chadwick © 2013 Gabriella Calderari2
OVERVIEW Negotiation Grant Agreement Consortium Agreement Background/foreground IPR © 2013 Gabriella Calderari3
NEGOTIATION PHASE AND LEGAL FRAMEWORK They are essentially linked and usually take place in parallel. Technical Negotiations Financial Negotiations © 2013 Gabriella Calderari4
To agree on the final content of the DoW including: Addressing the comments made in the ESR Verifying that the project objectives are SMART (S-Specific, M-Measurable, A-Attainable, R-Realistic, T-Timely) The list of deliverables, their timing, content and disseminationlevel The project milestones and their assessment criteria An indicative time schedule for the reporting and the projectreviews. TECHNICAL NEGOTIATIONS © 2013 Gabriella Calderari5
To agree on budgetary/partnership matters including: Budget for full duration of project Budget breakdown per period Subcontracting and third party issues The pre-financing The analysis and review of the legal status of eachparticipant The capacity of the Coordinator to fulfil this role The start date of the project Any special clauses required LEGAL & FINANCIAL NEGOTIATIONS © 2013 Gabriella Calderari6
P arts: European Commission and Coordinator. Coordinator signs contract with partners who are bound to fulfil all the obligations included in the approved workplan. Contract including agreed workplan of activities, budget allocation to partners, financial issues and reporting periods and procedures. GRANT AGREEMENT © 2013 Gabriella Calderari7
http://cordis.europa.eu/fp7/calls-grant-agreement_en.html © 2013 Gabriella Calderari8
Model G.A. Structure Core Contract Annex II – General Conditions Annex III – Eranet-Plus Annex III – Infrastructures Annex III – SME actions Annex III – Civil Society Organisations Annex IV – Form A Annex V – Form B Annex VI – Form C for CP Annex VI – Form C for CSA Annex VI – Form C for combination of CP and CSA Annex VI – Form C for NoE Annex VI – Form C for BSG-SME Annex VI – Form C for CSA-Eranet-Plus Annex VII – Form D Annex VII – Form E List of special clauses Contains specific information regarding the project: start date e duration, EC maximum contribution, reporting periods, participants list and “special clauses” (if applicable) © 2013 Gabriella Calderari9
Annex I - Description of Work Annex II - General conditions Annex III - Specific provisions Annex IV - Form A – Accession of beneficiaries to the grant agreement Annex V - Form B – Request for accession of a new beneficiary to the grant agreement Annex VI - Form C – Financial statement per funding scheme Annex VII - Form D – Terms of reference for the certificate on the financial statements Form E - Terms of reference for the certificate on the methodology Most important documents © 2013 Gabriella Calderari10
The DoW forms Annex I to the Grant Agreement. It is based on part B of the proposal, following the same basic layout and is similar for all funding schemes. Is comprised of two parts:- Part A = List of Participants, Copies of the budget breakdown (GAPF Form A3.2) and Project Summary, Forms (GAPF Form A1). Part B = Based on Part B of the proposal ANNEX I © 2013 Gabriella Calderari11
ANNEX II General Conditions Part A IMPLEMENTATION OF THE PROJECT SECTION 1 – GENERAL PRINCIPLES SECTION 2 – REPORTING AND PAYMENTS SECTION 3 – IMPLEMENTATION Part B FINANCIAL PROVISIONS SECTION 1 – GENERAL FINANCIAL PROVISIONS SECTION 2 – GUARANTEE FUND AND RECOVERIES SECTION 3 – CONTROLS AND SANCTIONS Part C INTELLECTUAL PROPERTY RIGHTS, USE AND DISSEMINATION SECTION 1 – FOREGROUND SECTION 2 – ACCESS RIGHTS FINAL PROVISIONS © 2013 Gabriella Calderari12
CONSORTIUM AGREEMENT (CA) The CA is an agreement made between participants to govern a number of issues that will or may arise during the project. It applies to all the contractors participating in the project covered by the contract. © 2013 Gabriella Calderari13
A consortium agreement is required for all projects financed under FP7 except those exempted from this obligation by the call for proposals to which they have applied. The Community is not a party to any CA and does not establish the terms and conditions of the CA but it issues guidelines for development In principle, the CA should be negotiated and signed before starting the project. Consortium Agreement (CA) © 2013 Gabriella Calderari14
1.General Information on project 2. Technical Provisions and the internal organisation of the consortium 3. Financial and Legal Provisions 4. Management of Intellectual Property Rights 5. The settlement of internal disputes. CA structure © 2013 Gabriella Calderari15
Technical contribution of each party (as set out in Annex 1) Technical resources made available Project Schedule Expected contribution, maximum effort expected, modification procedure Provisions for dealing with non-performing contractor (s) Technical provisions © 2013 Gabriella Calderari16
Financing plan Modification procedure Mutual payments, common costs Distribution of management costs Auditing of costs and Audit certificates Provisions for dealing with non-performing contractor(s) Third party resources - identifying parties and resources Financial provisions © 2013 Gabriella Calderari17
Confidentiality Ownership of results / joint ownership of results / difficult cases (background knowledge that is very closely linked to the result, making it difficult to distinguish the background from the results) Legal protection of results (patent rights) Commercial exploitation of results and any necessary access rights Commercial obligations Relevant patents, know-how, and information Sub-licensing Commercial provisions © 2013 Gabriella Calderari18
BACKGROUND AND FOREGROUND FOREGROUND INTELLECTUAL PROPERTY new intellectual property which is developed arising out of a relationship between two companies collaborating together BACKGROUND INTELLECTUAL PROPERTY Intellectual property developed independently by each individual company prior to entering into the collaboration relationship PROJECT © 2013 Gabriella Calderari19
Background’ and ‘Foreground’ IPRs Specification & descriptions of background IP and arrangements for its use during the project Allocation and exercise of ownership in foreground IP, including joint ownership; and agreement on its use during the project, and afterwards. For joint ownership of foreground IP, designation of a lead institution to deal with it on behalf of the other parties. Exploitation of IP produced by the consortium for the benefit of all parties. © 2013 Gabriella Calderari20
Thank you! firstname.lastname@example.org email@example.com © 2013 Gabriella Calderari21
Page 1© Crown copyright 2004 ENSEMBLES CONSORTIUM AGREEMENT Adrian Broad EU Manager, Met Office.
ERA-NET 1 REPORTING REQUIREMENTS. ERA-NET 2 Contract The contract for an ERA-NET is a contractual link of all participants with the Commission defines.
GRIDS infrastructures under the 6th FP Contractual and financial modalities Christophe KOWALSKI European Commission, Information.
Consortium Agreements and how we can learn to love them… Andrew Charlesworth Senior Research Fellow in IT & Law University of Bristol.
DG Research and Innovation
Research and Innovation Summary of MS questions on the Commission's proposal for DG Research & Innovation Research and Innovation Rules for Participation.
FP7 EC Rules – Groupe recherche 16 January 2006Megan Richards European Community FP7 Participation Rules (Commission proposal adopted )
1 Emerging communities for collective innovation: ICT Operational tool and supporting methodologies for SME Associations 2010 January,
IP rights in FP7 PROTECT Study Visit 10th June 2008 (Alicante) IPR-Helpdesk is a constituent part of the IP-BASE project which is financed by the CIP Programme,
Funding Schemes. Legal and Financial Rules in the 7th Framework Programme PHOENIX Training Laulasmaa, 1 Sept 2007.
Research Contracts and IP Services TRAINING WORKSHOPS ON HORIZON 2020 – 27 NOV 2014 The Grant Agreement Roger Wallace – Research Contracts & IP Services.
European Commission DG for Fisheries and Maritime Affairs Research & scientific analysis SSP Kick-off meeting The 6 th Framework Programme
Sustainable Energy Systems Overview of contractual obligations, procedures and practical matters KICK-OFF MEETING.
- Training Seminar for Palestine Information Point in Cyprus
Not legally binding FP7 Rules for Participation and Grant agreement FP7 Helpdesk
EHEROES EC Grant Agreement Negotiations June 1, 2011 K.U.Leuven Research & Development Myriam Witvrouw.
FP7 Regler för deltagande 18 december 2006 Monica Hjertman, Enheten för Europaprogrammen, VINNOVA
Advanced Grid Research Workshops through European and Asian Co-operation Intellectual Property Rights in EC projects Bruno Le Dantec
FP7 Rules for Participation and contractual aspects Mag. Carla Chibidziura FFG – European and International Programmes – FP7 Energy.
TUTORIAL Grant Preparation & Project Management. Grant preparation What are the procedures during the grant preparations? The coordinator - on behalf.
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