Consortium and Partnership Agreements NCP Academy training Prague 27 September 2017

Transcription

1 Consortium and Partnership Agreements NCP Academy training Prague 27 September 2017 Poul Petersen Senior Executive Officer Research & Innovation EU Office Universitetsparken Copenhagen Ø Pope@adm.ku.dk

2 What is a Consortium Agreement? An agreement between beneficiaries in a project (action) Which regulates the rights and obligations of the beneficiaries and/or partners in a project. Which provides a frame for: how to make decisions how to avoid/solve conflicts how to terminate participation of a beneficiary

3 Why do you need a Consortium Agreement? Because it is mandatory according to the Grant Agreement To fill in gaps in the Grant Agreement To avoid complicated discussions or even court cases To provide a secure frame for the collaboration between the beneficiaries

4 Challenges in a Consortium Agreement Topic Not good Better Publication versus confidentiality Start of confidentiality period No or very long timeline before results can be published Date of disclosure (+ 5 years) Short and precise timeline for publication, often 30 days + 60 days The whole Project Period + 2 years after the end of the project Special rules for Ph.D. thesis Voting rights in the Consortium Access to background: Industry/Universities Secret Ph.D. thesis not accepted according to national law in some countries Voting rights accord. to budget size (large budget = more votes) Acces to Ph.D. thesis should follow the same publication rules as for other researchers in the project. 1 partner = 1 vote Acces needed to

5 Terminology changes from FP5 to H2020 FP5 FP6 FP7 H2020 Up Stream Pre-existing Know-How Background Background Down Stream Knowledge (results of the Project) Foreground Results

6 6. ACCESS RIGHTS - rights to use results or background a participant must grant access to its background a participant must grant access to its results if needed by another participant to implement project Royalty-free unless otherwise agreed before accession to the grant agreement Royalty-free if needed by another participant to exploit own results [ * ] Fair and reasonable conditions (to be agreed and may be royalty-free)

7 2. OWNERSHIP General rule: each participant owns the results it generates. Joint ownership: only if results are jointly generated results and it is impossible to determine the respective share of the work or to separate them for protection: Joint owners must reach an agreement, Each joint owner may grant non-exclusive licences to third parties, without the right to sub-license, if other joints owners are given prior notice & fair and reasonable compensation. Rights of employees & third parties.

8 Consortium agreement Regulates the internal organisation of consortium, including potential IPR issues (patent rights) Compulsory except otherwise mentioned in the call for proposal May not conflict with the contract Not signed nor approved by the Commission After or (preferably) before signing the contract Some decisions on IPR issues must be made by the participants if at all before signature of contract Non-binding guidelines published by the Commission

9 Marie Sklodowska Curie grants come in two forms Mono Grant Individual fellowship (IF) Multi Grant Innovative Training Network (e.g. ITN) Consortium Agreement is not compulsory IF often have a secondment phase Consortium Agreement is always compulsory ITN always have one or more secondment phases

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17 A special MSCA - Consortium Agreement template (based on DESCA) Adapted terminology Adapted Governance structure Includes attachments with good templates

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25 The University of Copenhagen does not always agree with DESCA og LERU

26 The objection has to include a precise request for necessary modifications 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 measures are taken following the discussion. The objecting Party can request a publication delay of not more than 90 calendar days from the time it raises such an objection. After 90 calendar days the publication is permitted, provided that Confidential Information of the objecting Party has been removed from the Publication as indicated by the objecting Party.

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28 Global Fellowships have special challenges IARU template for secondments to American an other universities Special focus on Ownership, Inventorship, Liability, Responsibility of the Parties etc.

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34 Some good advice Be careful. IPR issues mentioned in Annex I will overrule the Consortium Agreement. DESCA is a good template, but there are several other templates, e.g. LERU, IARU. Do not try to combine different templates. They might have a completely different structure. If in doubt use the IPR helpdesk:

35 Different challenges for CA negotiations Try to understand your opponent Some lawers think very differently than scientists and administrators

36 Different challenges for CA negotiations Some coordinators think they are dictators. Always refer to AMGA and Definitions. In FP7, Definitions are listed in Annex II (General Conditions). In H2020, Definitions are now part of Rules for Participation.

37 Different challenges for CA (2) Don t be afraid of joint ownership Both parties can sell licences but in praxis they have to negotiate and reach an agreement (IARU template)

38 IARU template for secondments to American an other universities Special focus on Inventorship, Ownership, Liability etc.

39 Summary Start early. It can take a long time to agree upon a Consortium Agreement Always try to have the CA signed before the GA

40 Never send money to a beneficiary before they have signed the CA even if they have already signed the GA. Don t be afraid to collaborate with big companies, but don t be naive either

41 Thank you for your attention