CONSORTIUM AGREEMENT. Between. UiT The Arctic University of Norway, org. no (hereafter called Project coordinator) and

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1 CONSORTIUM AGREEMENT Between UiT The Arctic University of Norway, org. no (hereafter called Project coordinator) and [NAME OF COMPANY/INSTITUTION], org. no. [NO], [ADDRESS] and [NAME OF COMPANY/INSTITUTION], org. no. [NO], [ADDRESS] (hereafter called Consortium participant) have entered into the following agreement for [PROJECT NAME AND NO.] 1. DEFINITIONS Consortium plan: A description of the financial implementation of the project, including budgets and any sub-deadlines. Consortium participant: The project coordinator and active partner(s) that contribute resources to the project in accordance with the consortium agreement. Project: The combined research, development and/or reporting activity covered by the contract and specified in the project description. Project description: A description of the professional implementation of the project. (Appendix 1) Project results: All results, data, information and physical object that is created or achieved in connection with the project, including IPR, regardless of whether the results are protected by Norwegian or foreign law. Background: Material contributions, intellectual property or know-how that a consortium participant brings to the project, and which is necessary in order to implement the project. The background knowledge provided by each consortium participant is stipulated in Appendix 2. Intellectual property rights (IPR): Copyright and other rights pursuant to the Copyright Act; patent rights (including patent applications) pursuant to Norwegian and foreign law and rights to patentable and non-patentable inventions; pattern and design rights; trademarks, know-how, etc. Commercial exploitation: Exploitation for business purposes, excluding prototype releases. 1

2 2. IMPLEMENTATION OF THE PROJECT 2.1 Description and implementation This Consortium agreement regulates the organisation and implementation of the Project and the rights and obligations between the Consortium participants. The Project is referred to as [PROJECT NAME AND NO.]. The Consortium agreement comprises this signed contract and [NUMBER] appendices. The Project shall be implemented in accordance with the Project description that constitutes Appendix 1 of this agreement. Each Consortium participant shall perform the research activities that the company/institution in question has undertaken in accordance with the Project description, and/or provide the financial contribution as specified in Appendix 3. A Consortium plan shall be agreed, which will constitute Appendix 4 of this agreement. Moreover, the Project shall be implemented in accordance with this agreement, relevant quality standards, acts and other public regulations as well as good research practice. 2.2 Consortium participants and managers Project coordinator UiT The Arctic University of Norway org.no Consortium participants/contributors Name of enterprise/institution Name of enterprise/institution Organisation no. Organisation no. The Project coordinator shall arrange for the intentions and plans that form the basis of the agreement concerning the Project to be fulfilled, and that the activities stipulated in the Project description and Consortium plan are realised within the adopted budgets and timeframes. Further, the Project coordinator shall ensure that the interaction between the Consortium participants functions well. The consortium shall have a Project manager. The Project manager shall be appointed by the Project coordinator. The Project manager is responsible for the day-to-day operation of the Project and reports to the Project coordinator. 2.3 Equipment Unless otherwise agreed the Project coordinator is the owner of any equipment purchased in connection with the project and in accordance with the Consortium plan. 2.4 Reporting The consortium participants shall submit written progress reports and a final report in accordance to the Project description and Consortium plan. 2

3 Progress reports and the final report shall be written in [ENGLISH]. 2.5 Subcontractor With the approval of the Project coordinator, a Consortium participant may assign parts of the research activities for which it is responsible to a suitable subcontractor. However, this does not exempt the Consortium participant of its obligations to the other Consortium participants. The Consortium participant must ensure that any subcontractor is subject to the same rules relating to confidentiality that apply for the Consortium participant itself. 2.6 Changes to the project Each party may propose amendments to this Consortium agreement, including the Project s objectives, scope and guidelines on the basis of results or other conditions that change the conditions for the Project. Any amendments require the approval of all the Consortium participants. Any additions and amendments to the Consortium agreement shall be dated, in writing and shall be attached to the contract. 2.7 The duration and termination of the Project The Project commences on [DATE] and ends on [DATE/the complete fulfilment of all obligations undertaken by the consortium participants under this agreement]. A Consortium participant may request to terminate their participation from the consortium, and in so doing relinquish their rights and be exempted from their obligations in accordance with the Consortium agreement. Such a request shall be in writing to the Project coordinator with a minimum notification period of [SIX] months. A Consortium participant leaving the consortium shall refund all payments it has received for research activities to be done under the Consortium plan, except the amount of contribution accepted by the Project coordinator. 3. THE CONTRIBUTION Contributors shall transfer funds in accordance with the Consortium plan. All amounts stated exclude VAT. The Project coordinator shall issue an invoice in accordance with the Consortium plan. The contributors shall pay within 30 days from the invoicing date. The project coordinator has the right to adjust the rates and other financial terms on July 1 each year. Contributors and other Consortium participants retain the right to control that the allocated funds are used in accordance with the Consortium plan. 4. RIGHTS TO THE BACKGROUND AND PROJECT RESULTS 4.1 Background The parties shall identify in Appendix 2 the Background to which they are ready to grant access right to the Consortium Participants. 3

4 Any Consortium Participant may add further Background to Appendix 2 during the Project by written notice to the Project coordinator. Only the Project Coordinator can permit a Consortium Participant to add further Background in Appendix 2. Every result of the Project, which is not Background in accordance with Appendix 2 and has not been approved as Background by the Project coordinator, automatically gains status as a Project result. For the duration of the project period, the Consortium participants shall have access at no charge to each other s Background where this is necessary to implement their own work in the Project. The ownership of the Background is retained by the Consortium participant that brought it into the Project. 4.2 Project results Ownership of project results Each Consortium participant will have ownership rights to the Project results produced by that participant, its employees or suppliers. When a Project result is produced by two or more Consortium participants, [ALTERNATIVE 1: the ownership passes to the Consortium participant that, either on its own or via its employees or suppliers, made the largest professional contribution to the Project result, and pay compensation to the other participants, according to terms that have been agreed to. ALTERNATIVE 2: the ownership passes to the Consortium participants that have contributed to the Project result in collaboration. In such cases, the parties must enter into an agreement concerning the practise of the joint ownership.] Protection of the rights Consortium participants shall notify the Project coordinator of any Project results. The Project results shall be treated confidentially for [90] days from the date of such notification was provided. The Consortium participant that owns a project result that may be of commercial value has an obligation to protect the result in the manner and to the degree that is deemed appropriate. [If ownership rights are shared between two or more Consortium participants, the Project coordinator shall ensure that the appropriate protection measures are put in place, with all expenses to be covered by the relevant owners.]in the event that one of the Consortium participants does not wish to protect a Project result, then that participant must allow the other Consortium participants to establish protection at their own expense, according to terms that have been agreed to User rights to Project results For the duration of the project period, the Consortium participants shall have access at no charge to the Project results that are necessary for implementing their own work in the Project. With regard to commercial utilisation, the Consortium participants shall have access to the Project results in accordance with the terms agreed upon among the parties when this is necessary in order to utilise the Project results for which they own the rights. 4

5 The Consortium participants shall have right of first refusal to negotiate commercial utilisation of Project results that are outside the other Consortium participants commercial interests. The right of first refusal must be exercised within [4] months after the Consortium participants have received notification of any Project results. Such exploitation of the Project results will occur on commercial terms. The Consortium participants shall have the right to use at no charge all the Project results for their own teaching or research purposes. All requests for user rights to Project results must be submitted in writing Requirements relating to utilisation of Project results Project results that can be exploited commercially must be utilised [WITHIN A REASONABLE PERIOD OF TIME/or e.g. 5 YEARS]. If the rights holder(s) of the Project results do not wish to utilise the results commercially, then that participant shall give the other Consortium participants the right to negotiate on commercial utilisation. 5. USER RIGHTS FOR PARTICIPANTS THAT JOIN OR WITHDRAW FROM THE CONSORTIUM 5.1 New parties to the Consortium agreement All Project results produced prior to the date on which a new participant becomes party to the Consortium agreement will be considered as Background in relation to the new Consortium participant. 5.2 Parties that withdraw from the consortium agreement A party that freely withdraws from the Consortium shall retain their right of ownership to their own Project results produced up to the time of termination of contract. A party that freely withdraws from the Consortium and that has the consent of the other Consortium participants to do so retains the user rights to Background up to the time of termination of contract. The user rights of a party in breach of contract shall cease immediately from the time that party receives the formal notification from the Board that its participation in the Project has been terminated. All parties that withdraw from the Consortium shall continue to surrender user rights to Background in accordance with the Consortium agreement as if that participant had remained a party to the Consortium agreement for the duration of the Project. 6. PUBLICATION The Project results shall be published as rapidly as possible. Providing the rules in Section 7 are followed, the Consortium participants retain the right to publish their own results from subprojects, providing such publication does not damage or disadvantage the other Consortium participants exploitation of their own results. 5

6 Necessary protection to safeguard the possibility of commercial exploitation may be undertaken prior to publication in the event that at least one Consortium participant requires this. Plans concerning publication shall be sent to the Project coordinator by the participant that has produced the result. The Consortium participants have a period of 30 days to undertake the necessary protection, commencing from the time that notification to request the delay publication was received. With respect to the submission of patent applications, as a general rule, a period of 90 days will be given once a Consortium participant has requested a delay. 7. CONFIDENTIALITY The parties must treat as confidential all information marked Confidential concerning the Background and business or personal considerations that they receive in writing or verbally from each other. This information shall not be used without a written agreement, except in cases when the receiving party can demonstrate that the information was: i. public knowledge when the information was received; ii. known by the recipient when the information was received; iii. lawfully received from a third party without any confidentiality agreement; iv. independently developed by the recipient. The requirement relating to confidentiality ceases [NUMBER] years after completion of the Project in accordance with the Project description or terminated in another way. 8. LIABILITY 8.1 The participant s liability for losses, damages and injury Each Consortium participant is liable for any losses, material damages or personal injuries that arise as a result of the Consortium participant s actions. Each Consortium participant shall notify the Project coordinator of any claim for compensation or the like related to the Project or sub-projects that is raised against the Consortium participant. 8.2 Employment responsibility and agreements with employees Employer responsibility and employment should normally not be changed for employees who participate in the Project. Consortium participants undertake to enter into any agreements with employees (including employees with duel employment), partners, subcontractors and others that are required to fulfil the relevant Consortium participant s obligations under this agreement, including attending to the necessary transfer of intellectual property rights. 8.3 Breach of contract If a Consortium participant does not perform the agreed research activities in a satisfactory manner, the Project coordinator may decide to transfer in full or part these research activities to another Consortium participant subject to specified conditions. Such transfer does not exempt the Consortium participant in question from its other obligations in accordance with Appendix 3. 6

7 8.4 Use of results The use of the Project results occurs at the Consortium participants own risk. The Consortium participants bear no liability to each other regarding any consequential losses, material damages or personal injuries. 9. CHOICE OF LAW AND DISPUTES (Velg et av alternativene nedenfor, 1 eller 2) Alternativ 1 This Consortium agreement is regulated by Norwegian law. The parties should seek to resolve any disputes between them through negotiation or voluntary mediation. In the event that the parties are unable to reach agreement within one month of negotiations commencing, the dispute may be brought before the Nord-Troms District Court/Oslo District Court. Alternativ 2 9.1Applicable law This Consortium Agreement shall be construed in accordance with and governed by the laws of Belgium excluding its conflict of law provisions 9.2 Settlement of disputes The parties shall endeavour to settle their disputes amicably. 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, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, 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 calendar days of the commencement of the mediation, the courts of Brussels shall have exclusive jurisdiction. 10. SIGNATURES This Consortium agreement is signed in [NUMBER] copies, of which each party retains one copy. Place, date Place, date For the Project coordinator Consortium participant/contributor 11. APPENDICES The following appendices form part of this contract: 7

8 Appendix 1: Project description for [Project name and no.] Appendix 2: The Background brought to the project by each of the Consortium participants Appendix 3: Description of each Consortium participant s obligations to perform research activities and/or provide financial resources in accordance with the Project description and the Consortium plan Appendix 4: Working plan 8