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- Model contract -

Thematic Networks

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Thematic Networks

Article 1 - Scope
Article 2 - Duration
Article 3 - Estimated costs and maximum financial contribution of the Community
Article 4 - Project deliverables and summary statements of amounts transferred by the coordinator to be submitted to the Commission
Article 5 - Applicable law and jurisdiction
Article 6 - Special conditions
Article 7 - Amendments
Article 8 - Final provisions
Article 9 - Signature and language of the contract

ANNEX I : Indicative breakdown of estimated eligible costs

ANNEX II : GENERAL CONDITIONS
Part A: Implementation of the project

Article1 - Definitions
Article2 - Management of the project and role of the coordinator
Article3 - The Community's financial contribution

Article4 - Submission of project deliverables and of summary statements of amounts transferred by the coordinator
Article5 - Membership agreements
Article6 - Subcontracts
Article7 - Liability
Article8 - Termination of the contract and of the participation of a principal contractor or of a member

PartB: Rules relating to intellectual and industrial property, publicity and confidentiality

Article9 - Ownership of knowledge
Article10 - Protection of knowledge
Article11 - Making available knowledge not resulting from the project and pre-existing know-how
Article12 - Dissemination of knowledge
Article13 - Publicity and communications concerning the project and knowledge resulting from the project
Article 14 - Confidentiality
Article 15 - Communication of data for evaluation and standardisation purposes
Article 16 - Incompatible or restrictive commitments

Part C: Reimbursement of costs
Article17 Eligible costs - general principles
Article18 Direct costs
Article19 Indirect costs
Article20 Justification of costs

Part D: Auditing
Article21 Financial audit
Article22 Technical verification of the project

Part E-1 : Cost statement summary
Cost statement : Details by Category

Part E-2/A: Model integrated cost statement to be submitted by the coordinator
Part E-2/B : Model integrated cost statement to be submitted by each principal contractor
Part E-3: Model summary statement of amounts transferred by the coordinator

Part F: Model membership contracts
Model membership agreement (Several members)
Model membership agreement (One member)

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ANNEX II
GENERAL CONDITIONS

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Part A: Implementation of the project

Article1 - Definitions
1. " Decision " means [Council Decision 1999/65/EC of 22 December 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 FifthFramework Programme of the European Community (1998 to 2002)] (2) [CouncilDecision 1999/66/Euratom of 22 December 1998 concerning the rules for the participation of undertakings, research centres and universities in the implementation of the Fifth Framework Programme of the European Atomic Energy Community (1998-2002)] (3) .
____________________________
(2) OJ L 26, 1.2.1999, p. 46.
(3)
OJ L 26, 1.2.1999, p. 56.

2. Regulation " means Commission Regulation [(EC) No 996/99 of 11 May 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)] (4) [Commission Regulation (EC) No .../1999 of .... on the implementation of Council Decision 1999/66/Euratom concerning the rules for the participation of undertakings, research centres and universities in the implementation of the Fifth Framework Programme of the European Atomic Energy Community (1998-2002].
_____________________________
(4) OJ L 122, 12.5.1999, p. 9.
3. Contracting parties" means the Community and the principal contractor(s).

4. "Principal contractor" means a legal entity, an international organisation, or the Joint Research Centre (JRC), which has concluded this contract with the Community.

5. "Coordinator" means the principal contractor carrying out the tasks provided for in Article 2(1) of this Annex.

6. " Member " means a legal entity, an international organisation, or the JRC, other than a principal contractor , which has concluded a membership agreement signed with a principal contractor in agreement with the Community and in accordance with this contract and having, by virtue of that membership agreement, the same rights and obligations as the principal contractor unless the former stipulates otherwise.
7. "Participants" means the principal contractors and the members.

8. Membership agreement " means the agreement concluded between the participants for the specific needs of the project in accordance with the conditions of this contract.

9 "Subcontract" means an agreement to provide services, supplies or goods concluded between a participant and one or more subcontractors for the specific needs of the project .

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10. "Subcontractor" means a legal entity, an international organisation or the JRC, which has concluded a subcontract .

11. "Project" means all the work referred to in AnnexI to this contract.

12. "Project commencement date" means the date referred to in Article2(1) of this contract.

13. "Duration of the project" means the period of performance of the project as referred to in Article2(1) of this contract.

14. "Contract completion date" means the date referred to in Article2(2), secondsubparagraph, of this contract.

15. "Project deliverables" means the reports and the cost statements referred to in Article4 of this contract and Article 4 of this Annex as well as any element designated as such in AnnexI to this contract.

16. "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]. [Article 101 of the Treaty establishing the European Atomic Energy Community] under which [that State makes a financial contribution to the framework programme] [the State in question makes a financial contribution to the framework programme. That agreement relates to cooperation on research and development]

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17. "Third country" means a country other than a Member State or an Associated State .

18. "Change of control" means any change in the control exercised over a principal contractor , within the meaning of Article 5(1), third subparagraph, of the Regulation . Such control may result, in particular, from:

- direct or indirect holding of a majority of the share capital of the principal contractor or a majority of the voting rights of the latter's shareholders or associates,

or

- direct or indirect holding, in fact or in law, of decision-making powers within the principal contractor .

19. . " Force majeure " means any unforeseeable and insuperable event affecting the carrying out of the project by one or more participants .

20. The "interests of the Community" are to be assessed in particular with regard to:

- the objective of strengthening the international competitiveness of Community industry,

- the objective of providing appropriate incentives for maintaining and creating jobs in the Community,

- the objective of promoting sustainable development and improving the quality of life in the Community,

- the needs of other Community policies in support of which indirect RTD[RTDT] actions are carried out,

- the existence of scientific and technical cooperation agreements between the Community and third countries or international organisations.

21 "Knowledge" means the results, including information, arising from any project covered by [Decision No182/1999/EC of the European Parliament and Council of 22 December 1998 relating to the Fifth Framework Programme of the EuropeanCommunity for research, technological development and demonstration activities (1998 to 2002)] (6) [Council Decision 1999/64/Euratom of 22 December 1998 concerning the Fifth Framework Programme of the European Atomic Energy Community for research and training activities (1998 to 2002)] (7) as well as copyright or rights attaching to the results following applications for or the issue or registration of patents, designs and models, plant varieties, additional certificates or other similar forms of protection.
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(6) OJ L 26, 1.2.1999, p. 1.
(7) OJ L 26, 1.2.1999, p. 34.

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22 "Pre-existing know-how" means information, other than knowledge , held by the participants prior to the conclusion of the contract or the membership agreement or acquired in parallel with them and necessary for carrying out the project , as well as copyright or rights attaching to such information following applications for or the issue or registration of patents, designs and models, plant varieties, additional certificates or other similar forms of protection.

23 "Complementary contract" means a contract concluded with the Community in respect of work technically related to the project , including for use purposes, and recognised in writing by the contractors to each contract as being complementary.

24. "Complementary contractor" means a legal entity or an international organisation or the JRC, which has concluded a complementary contract .

25 "Dissemination" means the disclosure of knowledge by any appropriate means other than the publication resulting from the formalities for protecting knowledge for the purposes of promoting scientific and technical progress.

26. " Legitimate interest " means any interest, in particular of a commercial nature, of a participant which may be invoked in the cases provided for in this Annex provided that the participant 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.

27. "Favourable conditions" means conditions more favourable than market conditions owing to discounts of any kind.

28. "Non-commercial user rights" means user rights relating to knowledge or pre-existing knowhow transferred under the conditions provided for in this Annex for non-commercial purposes and solely carrying out the project.

29 " Eligible costs " means the costs referred to in Articles 14 and 15 of this Annex, in compliance with the conditions set out in Article 13(1) to (4) thereof.

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Article 2 - Management of the project and role of the coordinator

1.Without prejudice to paragraph2 of this Article, the coordinator shall be in charge of the scientific, financial and administrative coordination of the project . In this respect,

(a) he shall be the intermediary between the principal contractors and the Commission. In particular, he shall be responsible for transmitting to the Commission all documents and correspondence relating to the project ;

(b) he shall inform the Commission of the actual date of commencement of the work and of the person designated by each principal contractor in accordance with paragraph 2(b) of this Article;

(c) he shall obtain and transmit to the Commission a copy of the membership agreements duly signed by the participants and shall verify that the principal contractor s guarantee that those membership agreements are in conformity with this contract;

(d) he shall submit to the Commission:

- the cost statements provided for in Article4 of this contract and Article 4 of this Annex,

- the periodic, final and supplementary reports provided for in Article4 of this contract and Article 4 of this Annex after incorporating the content of the data provided by all the principal contractors and verifying their consistency with the corresponding cost statements;

(e) in his capacity as representative of the principal contractors he shall receive, subject to the special conditions set out in Article6 of this contract, all the payments made by the Commission to the account referred to in Article3(3), first subparagraph, of this contract;

(f) not being the beneficiary of payments intended for other principal contractors pursuant to this contract, he shall transfer to them within 30days of receipt of the funds paid by the Commission the amount owing to them up to the maximum provided under Article 3(1)(b), third subparagraph, of this contract.

He shall inform the Commission of the distribution of the funds and of the date of transfer by means of the form in part E-3;

(g) he shall inform the other contracting parties of any event liable to substantially affect the project of which he is aware, including any change in a person mentioned in paragraph 2(b) of this Article, any change of control with regard to a principal contractor and any circumstance affecting the conditions of participation referred to in Articles 3 to 12 of the Decision ,

(h) he shall inform the Commission of transfers in the budget set out in the table which follows the signatures to this contract, between participants and between categories, carried out in compliance with Article 17(4) of this Annex upon notification by those concerned.

Without prejudice to Article 8(3)(b) of this Annex, should the coordinator fail to meet his obligations, the Commission may, in agreement with the other principal contractors , designate another coordinator from among the principal contractors .

2. The principal contractors and members :

(a) the principal contractors are the intermediaries between the members and the coordinator and, where appropriate, the Commission,

(b) the participants shall agree upon appropriate arrangements for the proper performance of the work incumbent upon them pursuant to AnnexI to this contract. To this end, they shall designate one or more persons from among those referred to in Article 18(1) of this Annex who shall direct their work and ensure that the tasks assigned are correctly performed,

(c) the principal contractors shall inform the coordinator of any event liable to substantially affect the project , including any change of a person mentioned at point (b) of this paragraph, any change of control with regard to them or their members and any circumstance affecting the conditions of participation referred to in Articles 3 to 12 of the Decision ,

(d) the principal contractors shall forward to the coordinator the data needed to draw up the reports provided for in Article4 of this contract and of this Annex and forward the corresponding cost statements, if any.

(e) the principal contractors shall inform the coordinator of transfers in the budget as soon as they have carried out such transfers in compliance with the conditions set out in Article17(4) of this Annex,

(f) the principal contractors and members shall take part in meetings concerning the supervision, monitoring and evaluation of the project which are relevant to them,

(g) the principal contractors shall, including for their members , provide all detailed information requested by the Commission for the purposes of the proper administration of this contract.

(h) not being the beneficiaries of the payments intended for the members pursuant to this contract, the principal contractors shall transfer to them the amounts owing to them in accordance with the conditions of the membership agreements concluded in accordance with Article5 of this Annex.

3. The Commission may be assisted by independent experts in the framework of the meetings referred to under paragraph 2(f) 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 communicate to the coordinator the identity of the experts who are intended to assist it. It shall take account of any objection on the part of participants based on legitimate interests .

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Article3 - The Community's financial contribution

1. The Community's financial contribution shall be paid to the coordinator in accordance with the following principles:

(a) An initial advance shall be paid within a maximum period of 60 days running from the date of the last signature of the contracting parties . The period of 60days may be suspended until the date of receipt by the Commission of all the membership agreements duly signed by the participants . The coordinator shall allocate the advance in accordance with the table of the indicative breakdown of estimated eligible costs following the signatures to this contract.

If the project has not effectively commenced within three months of the payment of the initial advance, the Commission may:

(i) either terminate the contract pursuant to Article8(3)(a) of this Annex, or

(ii) decide to add interest to the initial advance from the date of payment until the effective date of commencement of the work at the rate applied by the European Central Bank for its main refinancing operations applicable on the first day of the month during which the three-month time-limit has expired. Such interest shall be deducted from the subsequent payment made by the Commission.

(b) Periodic payments shall be made within a maximum period of 60 days from the date on which the Commission approves or is deemed, in accordance with Article 4(3), fourth subparagraph, of this Annex, to have approved the periodic reports and the corresponding cost statements, or other project deliverables .

The amounts of the periodic payments shall be calculated on the basis of the eligible costs approved by the Commission. When each periodic payment is made, an amount corresponding to part of the initial advance shall be retained, calculated on the basis of the relationship between the eligible costs approved by the Commission and the forecasts of expenses for the period in question.

(c) The final payment of the Community's financial contribution shall be made within a maximum period of 60days from the date on which the Commission approves or is deemed, in accordance with Article 4(3), fourth subparagraph, of this Annex, to have approved the last project deliverable .

The final payment shall correspond to the difference between the total amount of eligible costs approved by the Commission and the amount of the initial advance and any periodic payments. However, the Community's total financial contribution may not exceed the maximum amount provided for in Article3(2) of this contract.

The payments referred to at points (a) to (c) of the first subparagraph 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 the first subparagraph of this paragraph at any time by notifying the principal contractors 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 the third subparagraph of this paragraph, the principal contractors concerned, or the coordinator on behalf of all principal contractors , may claim, at the latest within two months of receiving the late payment, interest at the rate applied by the European Central Bank for its main refinancing operations applicable on the first day of the month during which the time-limit has expired, plus one and a half percentage points. The interest shall cover the period running from the day after the time-limit for payment until the date of actual payment.

2. Where the Commission suspects fraud or serious financial irregularity on the part of a participant , it may suspend payments or order the coordinator not to make any payment to the principal contractor concerned or involved with regard to one of his members . The participant and members concerned shall remain bound by their contractual obligations pursuant to this contract or the membership agreement .

3. Subject to Article21 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 referred to in Article 21 of this Annex, is less than the total amount of the payments referred to in paragraph1, first subparagraph, of this Article, the principal contractors and members concerned shall reimburse the difference in euro, within the time-limit set by the Commission in its request sent by registered letter with acknowledgment of receipt.

In the event of non-reimbursement by the participant within the time-limit set by the Commission, the latter shall add interest to the sums due at the rate applied by the European Central Bank for its main refinancing operations on the first day of the month during which the time-limit set by the Commission has expired, plus one and a half percentage points, unless interest is due pursuant to another provision of this contract. The interest 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 participant concerned.

A recovery order regarding payments made by the Commission drawn up by the latter and transmitted to the principal contractor in accordance with Article 21(4) of this Annex 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 principal contractor or member concerned.

5. After the contract completion date , the termination of the contract or of the participation of a participant or member , the Commission may or shall, as appropriate, request from the principal contractor concerned, or from the principal contractor involved with regard to one of his members, repayment of the entire Community contribution paid to it, where fraud or serious financial irregularities are discovered in the course of an audit. Interest at the rate applied by the European Central Bank for its main refinancing operations on the first day of the month during which the participant concerned received the funds plus two percentage points shall be added to the amount to be repaid. The interest shall cover the period between the receipt of the funds and their repayment.

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Article4 - Submission of project deliverables and of summary statements of amounts transferred by the coordinator

1. As regards reports:

a) The coordinator shall submit the following reports for approval by the Commission after incorporating the content of the data provided by all the principal contractors and verifying their consistency with the corresponding cost statements:

(i) periodic reports containing information about the progress of work, resources employed, departures from the work schedule, and results,

(ii) supplementary reports containing information required by AnnexI to this contract,

(iii) a final report covering all the work, objectives, results and conclusions, including a summary of all the latter,

(iv) where the reports referred to in points (i), (ii) and (iii) cannot be published in full, they shall, in addition, be presented in a suitable form for publication by the contracting parties .

b) The layout of the reports shall conform to the rules communicated by the Commission. The reports for publication should be of a suitable quality to enable direct reproduction.

2. As regards the cost statements:

a) The cost statements shall be expressed in euro and in the currency used in the accounting of the participant . The euro conversion and exchange rates for cost statements and related payments shall be the rates published by the Commission for the implementation of the budget and in force on the first working day of the month following the period covered by the cost statement concerned. No account shall be taken of exchange rate gains or losses between the time of establishment of the cost statement and the receipt of the corresponding payment.

b) The coordinator and the principal contractors shall send two cost statements to the Commission through the coordinator : a statement of their own eligible costs in the format specified in partE-1 and an integrated cost statement in euro covering all the costs incurred by all their members in the format specified in partE-2/B.

In addition, the coordinator shall submit the corresponding integrated cost statements in euro in the format specified in part E-2/A.

c) Each member shall submit a cost statement to the principal contractor concerned through the coordinator in the format specified in partE-1.

Each principal contractor shall keep a copy of its members' cost statements for the purposes of auditing in accordance with Article17 of this Annex.

Participants that do not benefit from a financial contribution from the Community are required to submit only a description of the efforts deployed and the resources used in order to carry out the project .

3. Each periodic report and the corresponding cost statements, including the integrated cost statements, as well as, where appropriate, each supplementary report shall be submitted to the Commission within two months of the end of the period covered by the report.

The final report(s) and the cost statements for the final period, including the integrated cost statement, shall be submitted to the Commission within two months of the end of the duration of the project .

The other project deliverables shall be submitted by the deadlines specified in Annex I to this contract.

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-limit set out in paragraph 3 of this Article or in Annex I as relevant, a cost statement or a periodic report or other project deliverables .

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-limit set out in paragraph 3 of this Article:

- the cost statements for the final period,

- the final report(s) or other project deliverable ,

subject to one month's written notice of non-receipt of that document.

5. The coordinator shall attach to the cost statements the summary statements referred to in Article2(1), point (f), second sentence, of this Annex. However, where they concern the transfer of the final payment of the Community's financial contribution, the coordinator shall submit them immediately following such transfer.

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Article5 - Membership agreements

1. The principal contractors shall conclude a membership agreementt with each of their members . No member may enjoy the benefits of this contract until his membership agreement has entered into force.

a) When concluding membership agreements , the principal contractor shall ensure that:

(i) the membership agreements are in conformity with this contract;

(ii) that his members :

- perform the tasks assigned to them in accordance with AnnexI to this contract,

- acquire identical rights to those of the principal contractors pursuant to this contract,

- receive their share of the Community's financial contribution in accordance with the conditions of the membership agreements concluded in accordance with this article after receipt of the funds paid by the Commission.

b) The membership agreement shall be drawn up on the basis of the model in partF of this Annex.

A copy of the membership agreements duly signed by the authorised representatives of the principal contractors and of all their members shall immediately be sent to the coordinator .

c) The principal contractors must submit, with each periodic report and with the final report, a list of their members , specifying the date of entry into force or the date of termination of each membership agreement .

d) The principal contractor shall include in the membership agreement appropriate provisions to enable the Commission or its authorised representatives as well as, where appropriate, the Court of Auditors, to carry out the financial audits and technical verifications in accordance with Articles21 and 22 of this Annex.

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Article6 - Subcontracts

1. Participants may conclude subcontracts where this proves necessary for the performance of their work. No subcontract may be concluded for the performance of coordination tasks pursuant to this contract.

Unless Annex I to this contract contains sufficient detailed data, the Commission's prior written approval is required:

a) where the cumulative amount of the subcontracts of a principal contractor exceeds:

- 20% of his estimated eligible costs,

- EUR100000,

whichever amount is the lower;

b) where the subcontractor is established in a third country , unless the principal contractor or member concerned is established there.

In the absence of observations within one month of receipt of the request made by the coordinator, the Commission's approval shall be deemed to be granted.

2. The participant 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 21 and 22 of this Annex.

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