CORDIS Archive
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-Model contract-
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Contract No __________
The European Community ("the Community"), represented by the Commission of the European Communities ("the Commission"), itself represented in view of the signature of this contract by Mr/Ms [insert name], Director-General for Science, Research and Development or his duly authorised representative, of the one part and - [name of contractor] ([acronym]), established in [name of State and full address], represented by its legal/statutory/authorised representative[s], [Mr/Ms [insert name], [function], [Mr/Ms [insert name], [function], of the other part, HAVE AGREED to a conference project (hereinafter referred as the project) called "[name of project]" to be carried out in the framework of the specific research and training programme "Improving Human Research Potential and the Socio-Economic Knowledge Base" (the "specific programme") according to the following provisions.
Article 1 – ScopeThe contractor shall carry out the work set out in Annex I to this contract ("the project"), which comprises [n] Events in the form of [EuroConferences] [Euro Summer Schools] [EuroLabCourses] [EuroWorkshops] [Large Conferences] [PhD EuroConferences] [Eurotron Conferences], in accordance with the conditions set out in this contract. Subject to cases of force majeure, the contractor shall use reasonable endeavours to achieve the results aimed at by the project. In the event of force majeure, the contractor shall immediately inform the Commission, by registered letter, providing all information on the effects of the said force majeure on the performance of the project. Measures to be taken shall be agreed between the contracting parties.
Article 2 – Duration1. The duration of the project shall be [n months] months from [the first day of the month after the last signature of the contracting parties] [insert date]. 2. This contract shall enter into force following its signature by the contracting parties.
This contract shall be completed on the date of the final payment of the Community’s financial contribution. However,
shall continue to apply after that date to the extent of any limitations specified in those articles. Article 3 - Estimated costs and maximum financial contribution of the Community1. The total estimated eligible costs of the project are [insert amount] EUR ([insert amount in words] euro). 2. The Community shall fund the eligible costs of the project in accordance with Annex I to this contract in the tables on the financial information on requested EC contribution, up to a maximum of EUR [insert amount] ([insert amount in words] euro). 3. The Community's financial contribution to the project shall be paid as specified in Article3 of AnnexII to this contract to the contractor’s following bank account:
The initial advance for the project is fixed at EUR [insert amount, 80%/N of Community’s financial contribution, where N=number of Events] ([insert amount in words] euro). Article 4 – Project deliverables to be submitted to the Commission1. One copy of the reports, of the cost statements and of the declarations on participation fees which are required under this contract, as well as two copies of any publication designated as such in Annex I to this contract shall be submitted by the contractor in accordance with Article4 of AnnexII to this contract. The reports shall be in [insert language]. Annex I shall determine the number of copies and the language of drafting of other project deliverables. 2. Where the work is completed before the end of the duration of the project, the final report and the corresponding cost statement, if any, shall cover the period ending on such date. The other project deliverables shall cover the periods set out in Annex I to this contract.
Article 5 - Applicable law and jurisdiction1. The law of the Kingdom of Belgium shall govern this contract. 2. The Court of First Instance of the European Communities and, in the case of an appeal, the Court of Justice of the European Communities shall have sole jurisdiction to hear any disputes between the Community, on the one hand, and the contractor, on the other hand, as regards the validity, the application or any interpretation of this contract.
Article 6 - Special conditionsNo special condition applies to this contract.
Article 7 – AmendmentsThis contract, including the Annexes thereto, may be modified only in writing, by way of an amendment between the authorised representatives of the contracting parties. No verbal agreement may be binding on the contracting parties for this purpose. Any request for amendment must be sent to the Commission at least two months before the expiry of the duration of the project.
Article 8 - Final provisions1. The following Annexes are an integral part of this contract: Annex I - Description of work Annex II - General conditions 2. In the event of any conflict between Annex I and any other provision of this contract, the latter shall take precedence. Article 9 - Signature and language of the contract[number (minimum two)] copies of the contract in [insert language] shall be signed by the contracting parties and only that language version shall be authentic.
Done at Brussels, On behalf of [name and acronym of the contractor]: Name: (written out in full) Title: Signature: (stamp of the organisation)
On behalf of the Commission: Name: (written out in full) Title: Signature: Date:
ANNEXII
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| 1. | "Decision" means the Council Decision 1999/65/EC of December 22, 1998 concerning the rules for the participation of undertakings, research centres and universities and for the dissemination of research results for the implementation of the fifth framework programme of the European Community (1998 to 2002) |
| 2. | "Regulation" the Commission Regulation (EC) No 996/99 of May 11, 1999 on the implementation of Council Decision 1999/65/EC concerning the rules for the participation of undertakings, research centres and universities and for the dissemination of research results for the implementation of the fifth framework programme of the European Community (1998-2002) |
| 3. | "Contracting parties" means the Community and the contractor. |
| 4. | "Contractor" means a legal entity, an international organisation, or the JRC, which has concluded this contract with the Community. |
| 5. | "Subcontract" means an agreement to provide services, supplies or goods concluded between the contractor and one or more subcontractors for the specific needs of the project. |
| 6. | "Subcontractor" means a legal entity, an international organisation or the JRC, which has concluded a subcontract.
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| 7. |
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| 8. | "Conference Project" means all the work referred to in AnnexI to this contract. It is referred to as "Project" throughout this contract.
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| 9. | "Event" is one of the actual meetings described under point 7 of this article. The number of Events and the conditions to which they take place are specified in Annex I.
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| 10. | "Coordinator" of a project is the scientist-in-charge of all scientific aspects and acts as the principal conference organiser. He/she is the sole contact person for all correspondence with the Commission for the proposal and normally also for the contract in case of selection.
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| 11. | "Local organisers" represent the coordinator at Event locations, and facilitate the organisation of series of Events with different locations. The nomination of local organisers is not obligatory, and the contractor may carry out this task him/herself.
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| 12. | "Scientific committee" is the advisory body to the contractor and/or to the coordinator in all scientific matters of the project. It should be composed of internationally recognised scientists in the topic of the Conference.
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| 13. | "Invited keynote speakers or lecturers" are internationally recognised experts in the topic concerned and are invited to the Event to give a keynote presentation or a lecture. The scientific quality and scope of such contributions is significantly above standard presentations
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| 14. | "Young researchers" are researchers up to an age limit of 35 years at the time of a particular Event. As an exception to this standard rule, young researchers acting as organisers or invited keynote speakers/lecturers may use as reference date, the relevant deadline for proposal reception at the Commission. Allowance will be made for compulsory military or civil service (actual time spent in military or civil service) and childcare (maximum 2 years per child for the actual time spent off work)
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| 15. | "Other attending researchers" are researchers other than the coordinator, local organiser, scientific committee, invited keynote speakers or lecturers or young researchers.
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| 16. | "Project commencement date" means the date referred to in Article2(1) of this contract.
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| 17. | "Duration of the project" means the period of performance of the project as referred to in Article2(1) of this contract.
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| 18. | "Contract completion date" means the date referred to in Article2(2) subparagraph 2 of this contract.
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| 19 | "Project deliverables" means the reports and the cost statements referred to in Article4 of this contract and of this Annex as well as any element designated as such in AnnexI to this contract.
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| 20. | "Associated State" means a State party to an international agreement concluded with the Community, in particular on the basis of Article170 of the Treaty establishing the European Community, under which that State makes a financial contribution to the Fifth Framework Programme.
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| 21. | "Third country" means a country other than a Member State or an Associated State.
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| 22. |
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| 23. | "Force majeure" means any unforeseeable and insuperable event affecting the carrying out of the project by the contractor.
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| 24. |
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| 25. | "Knowledge" means the results, including information, arising from any project covered by the Decision No182/1999/EC of the European Parliament and Council of December 22, 1998 relating to the Fifth Framework Programme of the European Community for research, technological development and demonstration activities (1998 to 2002) (hereinafter referred to as the "Fifth Framework Programme"), as well as copyright or rights attaching to the results following applications for or the issue of patents, designs and models, plant varieties, additional certificates or other similar forms of protection.
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| 26. | "Pre-existing know-how" means information, other than knowledge, held by the contractor prior to the conclusion of the contract or acquired in parallel with it and necessary for carrying out the project, as well as copyright or rights attaching to such information following requests for or the issue of patents, designs and models, plant varieties, additional certificates or other similar forms of protection.
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| 27. | "Use" means the direct or indirect use of knowledge in research activities or for exploitation purposes.
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| 28. | "Exploitation" means the direct or indirect use of knowledge for creating and marketing a product or process or for creating and providing a service.
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| 29. | "Dissemination" means the divulging of knowledge by any appropriate means other than publication resulting from knowledge protection formalities, with a view to promoting scientific and technical progress.
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| 30. | Legitimate interest" means any interest, in particular of a commercial nature, of a contractor which may be invoked where provided for in this Annex provided that he demonstrates that the damage to that interest is likely given the circumstances, to cause a specific prejudice that is disproportionate, considering the objectives of the provision in respect of which it is invoked.
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| 31. | "Eligible costs" means the costs designated in Article 13 of this Annex, in compliance with the conditions laid out in its Article 12.
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1. The contractor :
g. shall take part in meetings concerning the supervision, monitoring and evaluation of the project which are relevant to him,
h. shall provide all detailed information requested by the Commission for the purposes of the proper administration of this contract,
i. shall inform the Commission of transfers in the budget laid out in tables F1 and F2 of Annex I, between Events and between cost categories, at the conditions previewed in article 12(5) of this Annex.
2. The Commission may be assisted by independent experts in the framework of the meetings referred to under paragraph (1)(g) of this article.
It shall take appropriate steps to ensure that such experts treat confidentially the data that are communicated to them. Prior to such meetings, it shall disclose the identity of the experts scheduled to attend. It shall draw the consequences of any objection on the part of the contractor based on legitimate interests.
1. The Community's financial contribution shall be paid in accordance with the following principles:
The total amount of the initial advance and the periodic payments shall not exceed the maximum amount of the financial contribution referred to in Article 3(3) of this contract, less a guarantee retention of 20% of the maximum amount of that contribution.
The payments referred to at points (a) to (c) of subparagraph 1 of this paragraph shall be regarded as having been effected on the date on which the Commission’s account is debited.
The Commission may suspend the period of 60days referred to under (b) and (c) of subparagraph 1 of this paragraph at any time by notifying the contractor concerned that it considers that additional checks should be carried out. The period shall continue to run once the Commission has completed the additional checks.
On expiry of the period provided for and without prejudice to subparagraph 3 of this paragraph, the contractor may claim, within two months of receiving the late payment, interest at the rate applied by the European Central Bank for its main refinancing operations, as on the first day of the month during which the time limit has expired, plus one and a half percentage points. The interests shall cover the period running from the day after the time limit for payment until the date of actual payment.
2. Where the Commission supects fraud or serious financial irregularity on the part of the contractor may, it may suspend payments. The contractor remains bound by his contractual obligations.
3. Subject to Article15 of this Annex, all payments shall be treated as advances until the last project deliverable is approved.
4. Where the total financial contribution due from the Community, taking into account any adjustments, including as a result of a financial audit as provided for in Article 15 of this Annex, is less than the total amount of the payments referred to in paragraph1 subparagraph 1 of this article, the contractor shall reimburse the difference in euro, within the time limit set by the Commission in its request sent by registered letter with acknowledgement of receipt.
In the event of non-reimbursement by the contractor within the time limit set by the Commission, the latter shall add interest to the sums due at the rate applied, on the first day of the month during which the time limit set by the Commission has expired, by the European Central Bank for its main refinancing operations plus one and a half percentage point unless interest is due pursuant to another provision of this contract. The interests shall cover the period running from the day after the expiry of the time limit until the date of receipt of the funds to be reimbursed.
Bank charges resulting from any reimbursement of sums due to the Community shall be borne exclusively by the contractor.
A recovery order regarding payments made by the Commission drawn up by the latter and transmitted to the contractor who owes an amount to be reimbursed shall be enforceable within the meaning of Article256 of the Treaty establishing the European Community.
The Commission may decide to set off sums to be reimbursed to the Community against sums of any kind due to the contractor.
5. After the contract completion date, or the termination of the contract the Commission may or shall, as appropriate, where fraud or serious financial irregularities have been discovered during a financial audit, in accordance with Article 15 of this Annex, claim from the contractor the repayment of all the Community’s financial contribution paid to him. Interest at a rate of 2% in addition to the rate applied by the European Central Bank for its main refinancing operations, on the first day of the month during which the contractor has received the funds, will be added to the amount to be repaid. The interest shall cover the period between the receipt of the funds and their repayment.
1. Where reports are concerned:
2. Where cost statements and declarations on participation fees are concerned:
i) Event cost statements attached to each Event report referred to in paragraph 1(a)(i) of this article
ii) Copies of the form provided for in Part E-3 of this Annex, attached to each Event report and originally signed by each researcher whose participation fees are charged to the Community
iii) A final cost statement, if applicable, attached to the final report referred to in paragraph 1(a)(iii) of this article. The final cost statement, if applicable, shall cover the period referred to in paragraph 3 subparagraph 2 of this article.
3. Each Event report, the corresponding cost statements and declarations on participation fees, as well as any publication designated as such in Annex I, shall be submitted by the contractor within three months after each Event.
The final report, and, if applicable, a final cost statement covering the period following the last Event (in the following referred to as "the final period") shall be submitted to the Commission within three months after the completion of the Project.
In the absence of observations by the Commission, the project deliverables shall be deemed to be approved within two months of their receipt.
4. The Commission reserves the right to withhold part or, exceptionally, all of the payment of the Community’s financial contribution until the period covered by the next cost statement in case of failure to submit, within the time period specified in paragraph (3) of this article or in Annex I as relevant, a cost statement or an Event report or other project deliverable.
The Commission may decide not to make the payment corresponding to the costs incurred during the final period in case of failure to submit, within the time period specified in paragraph (3) of this article:
- the cost statements for the final period, if applicable,
- the final report(s) and, if applicable, any publication designated as such in Annex I to this contract, or other project deliverable subject to one month's written notice of non-receipt of that document.
5. In single Event projects, an Event report and an Event cost statement are not required where the final report and final cost statement are submitted by the contractor within three months after the Event.
1. The contractor may conclude subcontracts where this proves necessary for the performance of their work.
Unless Annex I to this contract contains sufficiently detailed data, the Commission's prior written approval is required:
The Commission's approval shall be deemed to be granted in the absence of observations within two months of receipt of the request made by the contractor.
2. The contractor shall ensure that subcontracts include an obligation for the subcontractors:
- to submit invoices making reference to the project and giving details of the service or supply concerned,
- to submit to the audits provided for in articles 15 and 16 of this Annex.
1. The liability of the contracting parties amongst themselves with regard to any losses, damages or injuries suffered in the context of the performance of this contract shall be governed by the law indicated in its Article5(1).
2. The contractor shall take all necessary and reasonable measures to carry out the work. The measures to be taken in the event of force majeure shall be agreed between the contracting parties.
The contracting parties expressly agree that any defect in respect of a product or a service used in the performance of this contract and affecting such performance, including, for example, anomalies in the functioning or performance of such product or service resulting from or linked to the change over to the year 2000, does not constitute force majeure.
3. The Community cannot be held responsible for acts or omissions of the contractor in the performance of this contract. It shall not be answerable for any defects in respect of products or services, if any, created on the basis of knowledge, resulting from the project, including for example anomalies in the functioning or performance thereof resulting from or linked to the change over to the year 2000.
4. The contractor shall fully guarantee the Community, and shall undertake to indemnify it, in the event of any action, complaint or proceeding brought by a third party against it as a result of damage caused either by an act or omission of the contractor in the performance of this contract or on account of products or services, if any, created on the basis of knowledge resulting from the project, only to the extent that the contractor has contributed to or is responsible for the loss or damage concerned.
In the event of any action brought by a third party against the Community in connection with the performance of this contract, the contractor shall be required to assist the latter.
4. In the event of any action brought by a third party against the contractor in connection with the performance of this contract, the Commission may, without prejudice to paragraph (1) of this article, assist the latter upon written request. The costs incurred by the Commission in this connection shall be borne by the contractor.
- The Commission may terminate the contract
a) for major technical or economic reasons substantially affecting the project (including where the resumption of the performance of the contract following its suspension on account of force majeure proves impossible),
b) if the potential use of the results of the project considerably diminishes.
The Commission shall determine the notice period, in the registered letter with acknowledgement of receipt, which period shall not exceed one month from the date of receipt of such letter.
- The Commission shall not object to the termination of the contract, at the written request of the contractor, on the grounds mentioned in paragraph (1) of this article.
The termination of the contract shall be effective:
- on the date of the letter of acceptance by the Commission notified by registered letter with acknowledgement of receipt,
- at the latest one month following receipt of notification by the interested party in the absence of written observations by the Commission within this time limit.
- The Commission may immediately terminate this contract from the date of receipt of the registered letter with acknowledgement of receipt
(a) where the contractor has not fully performed his contractual obligations, and after a written request of the Commission to remedy a failure to comply with such obligations within a period of maximum one month,
(b) where a change of control over the contractor is likely to substantially affect the project or the interests of the Community,
(c) in the event of bankruptcy, of winding up, of cessation of trading, of winding up by court order or composition, suspension of activities of the contractor or any similar proceeding provided for by national laws or regulations and leading to a similar results,
(d) in the event of a serious financial irregularity.
- The Commission shall immediately terminate this contract from the date of receipt of the registered letter with acknowledgement of receipt:
a) where the conditions for participation in the project mentioned in Articles 3 to 12 of the Decision are no longer satisfied, unless it considers that the project is essential to the implementation of the specific programme,
b) where the contractor has made false declarations for which he may be held responsible, or has deliberately withheld information in order to obtain the Community's financial contribution or any other advantage provided for in the contract.
- The contractor shall take appropriate action to cancel or reduce commitments entered into, upon receipt of the notice of the Commission notifying the termination of the contract.
In the event of termination of the contract pursuant to paragraph(1) or paragraph (2) of this article, the Community's financial contribution shall cover eligible costs relating to project deliverables accepted by the Commission and also eligible costs subsequently incurred in good faith before the date mentioned in subparagraph 1 of this paragraph.
In the event of termination of the contract
(a) pursuant to paragraph(2), paragraph (3)(b) or (d) of this article, the Commission may require reimbursement of all or part of the Community's financial contribution, taking into account the nature and results of the work carried out and its usefulness to the Community in the context of the specific programme concerned,
(b) pursuant to paragraph (3)(c) or paragraph (4)(a) of this article, the Commission shall only reimburse the eligible costs relating to approved project deliverables and incurred before the event which caused the termination of the contract, and also eligible costs subsequently incurred in good faith before the date mentioned in subparagraph 1 of this paragraph,
(c) in the event of termination pursuant to paragraph(3)(a) or (e) or (4)(b) of this article, the Commission may require reimbursement of all or part of the Community's financial contribution. Interests at a rate of 2% above to the rate applied by the European Central Bank to its main refinancing operations, on the first day of the month during which the contractor has received the funds, will be added to the amount to be repaid. The interest shall cover the period between the receipt of the funds and their repayment.
- Notwithstanding the termination of the contract, the following provisions shall continue to apply after that date subject to the limits specified therein, as the case may be :
- Articles 5, 6 and 8 of this contract,
- Article3(4) and (5), Article6, Articles 9 to 11, Articles 14 and 15 of this Annex.
The contractor shall submit the project deliverables relating to the work performed until the date of termination of the contract.
On request, the contractor shall grant the Commission an irrevocable right, on a royalty-free basis, to translate, reproduce, use, publish and distribute any document, on whatever medium, drawn up in the framework of the project.
The Commission shall ensure that knowledge resulting from the project and which lends itself to dissemination is disseminated by the contractor through any appropriate means. As the case may be, the Commission may itself ensure the dissemination of such knowledge.
The contractor shall agree with the Commission on the terms of the dissemination of the knowledge within a reasonable time limit, in accordance withthe need to safeguard intellectual and industrial property rights, confidentiality, and taking into account the benefits of swift dissemination and the legitimate interests of the contractor.
1. The Commission may publish, by any appropriate means and for as long as necessary, general data relating in particular to the objectives, the estimated total cost, the duration and the state of progress of the project, to the Community's financial contribution and to the knowledge described in the final report. The legal designation of the contractor and the names of the local organisers carrying out the work shall also be published unless they object to this in advance on the basis of essential legitimate interests.
Where the measures referred to in subparagraph 1 presuppose access by the Commission or its duly authorised representatives to the premises of the contractor, the latter may refuse such access on the basis of legitimate interests.
2. Any communication or publication, whatever the form or medium (including the Internet), concerning the state of progress with the project or concerning the knowledge:
- shall mention: "Supported by the European Commission, Research DG, Human Potential Programme, High-Level Scientific Conferences" followed by the contract number,
and
- shall, where it is made by the contractor, specify that the information provided is the sole responsibility of the author and does not reflect the Community’s opinion, and that the Community is not responsible for any use that might be made of data appearing in this communication or publication.
In case the EC contribution is equal or more than one third of the total Event budget, the title of the Event shall contain one of the following EURO-labels, as appropriate: EuroConference or Euro Summer School or EuroLabCourse or EuroWorkshop or PhD EuroConference or Eurotron Conference. Such a EURO-label is not required for Large Conferences. Additionally, the European Commission has to be acknowledged in a line immediately following the Event title indicating: "Supported by the European Commission, Research DG, Human Potential Programme, High-Level Scientific Conferences" followed by the contract number.
In case the EC contribution is less than one third of the total Event budget, it is sufficient to acknowledge the European Commission in a line immediately following the Event title indicating: "Supported by the European Commission, Research DG, Human Potential Programme, High-Level Scientific Conferences" followed by the contract number."
Where the utilisation of the European emblem is envisaged, standards, in particular with regard to graphics, in force within the Commission must be complied with.
1. Without prejudice to Articles9 and 10 of this Annex and any other obligation contained in this contract, the Commission and the contractor shall be required to keep confidential any data, knowledge, pre-existing know-how and documents communicated to them on a confidential basis or the disclosure of which may be prejudicial to one of them.
This obligation shall no longer apply:
- where the content of these data, knowledge, pre-existing know-how and documents becomes publicly available through work or actions lawfully performed outside this contract and not based on activities under it,
- where these data, knowledge, pre-existing know-how and documents have been communicated without any confidentiality restrictions or where the disclosing party subsequently waives their confidentiality.
2. Where this contract provides for the communication of any data, knowledge, pre-existing know-how or document referred to in paragraph1 of this article, the Commission and the principal contractors shall first satisfy themselves that the recipient will keep it confidential and use it only for the purpose for which it is communicated.
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