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KAPPA Programme
Partnership Agreement
The Partnership Agreement
is based upon the Regulation on the implementation o f the European Economic Area (EEA) / Norwegian
Financial Mechanism 2014-2021 (hereinafter the "Regulation”, adopted on 2016-09-23) and the KAPPA
Project Contract (hereinafter the "Project Contract") KAPPA Terms and Conditions,
and is concluded on 23.12.2020 (hereinafter the "Effective Date”)
between:
ÚJV Řež, a. s.,
Hlavní 130, Řež, 250 68 Husinec, Czech Republic
Represented by
- the Project Promoter -
Vysoká škola chemicko-technologická v Praze,
Technická 1905/ 5,160 00 Praha 6 - Dejvice
Represented by
- the Partner 1 -
Výzkumný Ústav Železniční, a.s.,
Novodvorská 1698,142 01 Praha 4 - Braník
Represented by
- the Partner 2 -
Česká vodíková technologická platforma, z.s.,
Hlavní 130, 2 5 0 6 8 Husinec
Represented by
- the Partner 3 -
SINTEF AS, by its institute SINTEF Digital
Strindvegen 4, 7034 Trondheim, NORWAY
represented by
- the Partner 4 -
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(hereinafter, jointly or individually, referred to as “Parties” or “Party”)
relating to the Project no. T 0 0 1 0 0 0 3 2 4 entitled
»Regionální vodíkové vlaky na českých železnicích/ Regional hydrogen trains on Czech railways «
in short
»RegioHyt«
(hereinafter the “Project”)
Whereas:
The Parties, having considerable experience in the field concerned, have submitted a project proposal to
the Programme Operator's Callfo r Proposals within the KAPPA Programme.
The Parties wish to m ake appropriate internal arrangements and binding commitments among
themselves in addition to the provisions o f the Project Contract to be signed by the Programme Operator
and the Project Promoter.
The Parties are aw are that the Partnership Agreement is based upon the DESCA model Partnership
Agreement and that explanations to the DESCA model are available at www.DESCA-2020.eu.
It is hereby agreed as follows:
Section 1: Definitions
1.1 Definitions
Words beginning with a capital letter shall have the meaning defined either herein or in the
Regulation including its Annexes or in the Project Contract including its Annexes without the need to
replicate said terms herein.
1.2 Additional Definitions
"Description o f Work" - the description of the work as set out in Annex I of the Project Contract
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"Partnership Budget" - the allocation of all the resources in cash or in kind for the activities as defined
in the Project Contract and in the Description of Work thereafter.
"Defaulting Party" - a Party which the Steering Committee has identified to be in breach of the
Partnership Agreement and/or the Project Contract as specified in Article 4.2 of the Partnership
Agreement.
"Steering Committee" - the management body described in the Governance Structure section of this
Partnership Agreement.
"Access Rights" - licences and user rights relating to Results and/or Background.
"Background" - any data, know-how or information whatever its form or nature, tangible or
intangible, including any rights such as intellectual property rights, which is; (i) held by the Parties
prior to their accession to the action; (ii) needed for carrying out the Project or for exploiting the
Results of the Project; and (iii) identified by the Parties.
"Fair and Reasonable Conditions" - appropriate conditions, including possible financial terms
considering the specific circumstances of the request of access, for ex. the actual or potential value of
the Results or Background knowledge to which access is requested and/ or the scope, duration or
other characteristics of the use envisaged.
"Needed" - means; (i) For the implementation of the Project: Access Rights are Needed if, without the
grant of such Access Rights, carrying out the tasks assigned to the recipient Party would be technically
or legally impossible, significantly delayed, or require significant additional financial or human
resources; (ii) For exploitation of own Results: Access Rights are Needed if, without the grant of such
Access Rights, the Exploitation of own Results would be technically or legally impossible.
"Software" - sequences of instructions to carry out a process in, or convertible into, a form executable
by a computer and fixed in any tangible medium of expression.
"Results" - in applied research means new knowledge and skills for the development of products,
processes or services; knowledge and skills applied as results that are protected under the laws
governing the protection of the results of copyright, inventive or similar activities or used by the
professional public or other users; project result in development means design of new or substantially
improved products, processes or services,
Section 2: Purpose
The purpose of the Partnership Agreement is to specify with respect to the Project the roles and
responsibilities among the Parties, in particular concerning the organisation of the work between the
Parties, the management of the Project, the financial arrangements between the Parties, and the rights
and obligations of the Parties concerning, inter alia, liability, Access Rights and dispute resolution.
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Section 3: Entry into force, duration and termination
3.1 Entry into force
An entity becomes a Party to the Partnership Agreement upon signature of the Partnership
Agreement by a duly authorized representative.
The Partnership Agreement shall have effect from the Effective Date identified at the beginning of this
Partnership Agreement. The Effective Date of this Partnership Agreement will not have any effect on
the first date of eligibility of expenditure as identified in the Project Contract.
3.2 Duration and termination
The Partnership Agreement shall continue in full force and effect until complete fulfillment of all
obligations undertaken by the Parties under the Project Contract and the Partnership Agreement.
However, the Partnership Agreement or the participation of one or more Parties to it may be
terminated in accordance with the terms of the Partnership Agreement and the Project Contract.
If the Project Contract is not signed by the Programme Operator or the Project Promoter, or is
terminated, or if the Project Promoter's participation in the Project Contract is terminated, this
Partnership Agreement shall automatically terminate in respect of the affected Party/ies, subject to
the provisions surviving the expiration or termination under Art. 3.3 of the Partnership Agreement.
3.3 Survival of rights and obligations
The provisions relating to Access Rights and Confidentiality, for the time period mentioned therein,
as well as for Liability, Applicable law and Settlement of disputes shall survive the expiration or
termination of the Partnership Agreement.
Termination shall not affect any rights or obligations of a Party leaving the Partnership incurred prior
to the date of termination, unless otherwise agreed between the Steering Committee and the leaving
Party. This includes the obligation to provide all input, deliverables and documents for the period of
its participation.
Section 4: Roles and responsibilities of Parties
4.1 General principles
Each Party undertakes to take part in the efficient implementation of the Project, and to cooperate,
perform and fulfill, promptly and on time, all of its obligations under the Project Contract and the
Partnership Agreement as may be reasonably required from it and in a manner of good faith.
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Each Party undertakes to notify promptly, in accordance with the governance structure of the Project,
any significant information, fact, problem or delay likely to affect the Project.
Each Party shall promptly provide all information reasonably required by Steering Committee or by
the Project Promoter to carry out its tasks.
Each Party shall take reasonable measures to ensure the accuracy of any information or materials it
supplies to the other Parties.
4.2 Breach
In the event that the Steering Committee identifies a breach by a Party of its obligations under the
Partnership Agreement or the Project Contract (e.g.: a partner producing poor quality work; improper
implementation of the Project), the Project Promoter or the Party appointed by the Steering
Committee if the Project Promoter is in breach of its obligations under the Partnership Agreement or
the Project Contract will give written notice to such Party requiring that such breach be remedied
within 30 calendar days from the date of receipt of the written notice by the Party.
If such breach is substantial and is not remedied within that period or is not capable of remedy, the
Steering Committee may decide to declare the Party to be a Defaulting Party and to decide on the
consequences thereof which may include termination of its participation.
4.3 Involvement of third parties and subcontractors
A Project Partner that enters into a subcontract or otherwise involves third parties in the Project
remains solely responsible for carrying out its relevant part of the Project and for such third party's
compliance with the provisions of the Partnership Agreement and of the Project Contract. The Project
Partner must notify such involvement to the other Parties. The notification shall contain at least the
name, the address and the activity of the subcontractor or third party. It has to ensure that the
involvement of third parties does not affect the rights and obligations of the other Parties under the
Partnership Agreement and the Project Contract.
Section 5: Liability towards each other
5.1 No w arranties
In respect of any information or materials (incl. Results and Background) supplied by one Party to
another under the Project, no warranty or representation of any kind is made, given or implied as to
the sufficiency or fitness for purpose nor as to the absence of any infringement of any proprietary
rights of third parties.
Therefore,
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- the recipient Party shall in all cases be entirely and solely liable for the use to which it puts
such information and materials, and
- no Party granting Access Rights shall be liable in case of infringement of proprietary rights of
a third party resulting from any other Party exercising its Access Rights.
However, each Party shall promptly inform the other Party/ies of any claims of third parties that come
to their knowledge.
5.2 Limitations of contractual liability
No Party shall be responsible to any other Party for any indirect or consequential loss or similar
damage such as, but not limited to, loss of profit, loss of revenue or loss of contracts, provided such
damage was not caused by a willful act or by a breach of confidentiality.
For any remaining contractual liability, a Party's aggregate liability towards the other Parties
collectively shall be limited to the Party’s share of the total costs of the Project as identified in Project
Contract, provided such damage was not caused by a willful act or gross negligence.
The terms of the Partnership Agreement shall not be construed to amend or lim it any Party’s statutory
liability.
5.3 Damage caused to third parties
Each Party shall be solely liable for any loss, damage or injury to third parties resulting from the
performance of the said Party’s obligations by it or on its behalf under the Partnership Agreement or
from its use of Results or Background.
5.4 Force Majeure
No Party shall be considered to be in breach of the Partnership Agreement if such breach is caused by
Force Majeure. Each Party will notify the Steering Committee of any Force Majeure without undue
delay. If the consequences of Force Majeure for the Project are not overcome within 6 weeks after
such notification, the transfer of tasks - if any - shall be decided by the Steering Committee and the
Programme Operator will be informed in due time.
Section 6: Governance structure
6.1 General structure
The organizational structure of the Partnership shall comprise the following Bodies:
The Steering Committee as the ultimate decision-making body of the Partnership.
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The Project Promoter is the legal entity acting as the intermediary between the Parties and the
Programme Operator. The Project Promoter shall, in addition to its responsibilities as a Party,
perform the tasks assigned to it as described in the Project Contract and the Partnership Agreement.
6.2 Members of the Steering Committee
The Steering Committee shall consist of one representative of each Party (hereinafter referred to as
“Member”).
Each Member shall have a mandate of decision-making on behalf of the Party it is representing.
The Project Promoter shall chair all meetings of the Steering Committee unless decided otherwise in
a meeting of the Steering Committee.
The Parties agree to abide by all decisions of the Steering Committee. This does not prevent the
Parties from submitting a dispute for resolution in accordance with the provisions of settlement of
disputes in Article 12.8 of the Partnership Agreement.
6.3 Operational procedures for the Steering Committee
6.3.1 Representation in meetings
All Members:
- shall be present or represented at any meeting of the Steering Committee;
- may appoint a substitute or a proxy to attend and vote at any such meeting;
- and shall participate in a cooperative manner in the Steering Committee meetings.
6.3.2 Preparation and organisation of meetings
6.3.2.1 Convening meetings:
The chairperson shall convene ordinary meetings of the Steering Committee at least once every six
months and shall also convene extraordinary meetings at any time upon written request of any
Member.
6.3.2.2 Notice of a meeting:
The chairperson shall give notice in writing of a meeting to each Member as soon as possible and no
later than 14 calendar days preceding an ordinary meeting and 7 calendar days preceding an
extraordinary meeting.
6.3.2.3 Sending the agenda:
The chairperson shall send each Member a written original agenda no later than 14 calendar days
preceding the meeting, or 7 calendar days before an extraordinary meeting.
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6.3.2.4 Adding agenda items:
Any agenda item requiring a decision by the Members must be identified as such on the agenda.
Any Member may add an item to the original agenda by written notification to all of the other
Members no later than 7 calendar days preceding the meeting.
6.3.2.5 During a meeting of the Steering Committee the Members present or represented can
unanimously agree to add a new item to the original agenda.
6.3.2.6 Any decision may also be taken without a meeting if the chairperson circulates to all Members
a written document which is then signed by the defined majority of Members (see Article 6.3.3 of the
Partnership Agreement). Such document shall include the deadline for responses.
Decisions taken without a meeting shall be considered as accepted if, within the period set out in
Article 6.3.4.3, no Member has sent an objection in writing to the chairperson. They will be binding
after the chairperson sends to all Members a written notification of this acceptance.
6.3.2.7 Meetings of the Steering Committee may also be held by teleconference or other
telecommunication means.
6.3.2.8 Decisions will only be binding once the relevant part of the minutes has been accepted
according to Article 6.3.5 of the Partnership Agreement.
6.3.3 Voting rules and quorum
6.3.3.1 The Steering Committee shall not deliberate and decide validly unless two-thirds (2/3) of its
Members are present or represented (quorum).
In projects with two project partners, one of which is the Project Promoter, the Steering Committee
shall not deliberate and decide validly unless both Members are present or represented.
If the quorum is not reached, the chairperson of the Steering Committee shall convene another
ordinary meeting within 15 calendar days. If in this meeting the quorum is not reached once more,
the chairperson shall convene an extraordinary meeting, which shall be entitled to decide even if less
than the quorum of Members are present or represented.
6.3.3.2 Each Member shall have one vote.
6.3.3.3 Defaulting Parties may not vote.
6.3.3.4. The Steering Committee shall strive to make decisions by consensus. In projects with more
than two partners, if consensus cannot be achieved, decisions shall be taken by a majority of two-
thirds (2/3) of the votes.
6.3.4 Veto rights
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6.3.4.1 A Member which can show that its own work, time for performance, costs, liabilities,
intellectual property rights or other legitimate interests would be severely affected by a decision of
the Steering Committee may exercise a veto with respect to the corresponding decision or relevant
part of the decision.
6.3.4.2 When the decision is foreseen on the original agenda, a Member may veto such a decision
during the meeting only.
6.3.4.3 When a decision has been taken on a new item added to the agenda before or during the
meeting, a Member may veto such decision during the meeting and within 15 days after the draft
minutes of the meeting are sent.
6.3.4.4 In case of exercise of veto, the Members shall make every effort to resolve the matter which
occasioned the veto to the general satisfaction of all Members.
6.3.4.5 A Party may not veto decisions relating to its identification as a Defaulting Party. The
Defaulting Party may not veto decisions relating to its participation and termination in the
Partnership or the consequences of them.
6.3.4.6 A Party requesting to leave the Partnership may not veto decisions relating thereto.
6.3.5 Minutes of meetings
6.3.5.1 The chairperson shall produce written minutes of each meeting which shall be the formal
record of all decisions taken. He shall send draft minutes to all Members within 10 calendar days of
the meeting.
6.3.5.2 The minutes shall be considered as accepted if, within 15 calendar days from sending, no
Member has objected in writing to the chairperson with respect to the accuracy of the draft of the
minutes.
6.3.5.3 The chairperson shall send the accepted minutes to all the Members of the Steering Committee,
and to the Project Promoter, who shall safeguard them. If requested the Project Promoter shall
provide authenticated duplicates to Parties.
6.3.6 Decisions of the Steering Committee
The Steering Committee in collaboration with the Project Promoter responsible for the overall
direction and follow-up of the Project. The Steering Committee shall be free to act on its own initiative
to formulate proposals and take decisions in accordance with the procedures set out herein.
The following decisions shall be taken by the Steering Committee:
Content, finances and intellectual property rights
- Proposals for changes to Project Contract to be agreed by the Programme Operator
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- Changes to the Project Plan (including the Partnership Budget)
- Withdrawals from Attachment 1 (Background included)
- Attachment 2 (Background excluded) /NOT APPLICABLE
- Additions to Attachment 4 (List of Third Parties) if case
Evolution of the Partnership
- Entry of a new Party to the Partnership and approval of the settlement on the conditions of
the accession of such a new Party
- Withdrawal of a Party from the Partnership and the approval of the settlement on the
conditions of the withdrawal
- Declaration of a Party to be a Defaulting Party
- Remedies to be performed by a Defaulting Party
- Termination of a Defaulting Party’s participation in the Partnership and measures relating
thereto
- Proposal to the Programme Operator for a change of the Project Promoter
- Proposal to the Programme Operator for suspension of all or part of the Project
- Proposal to the Programme Operator for termination of the Project and the Partnership
Agreement
In the case of abolished tasks as a result of a decision of the Steering Committee, Members shall
rearrange the tasks of the Parties concerned. Such rearrangement shall take into consideration the
legitimate commitments taken prior to the decisions, which cannot be cancelled.
6.4 Project Promoter
6.4.1 The Project Promoter shall be the intermediary between the Parties and the Programme
Operator and shall perform all tasks assigned to it as described in the Project Contract and in the
Partnership Agreement.
6.4.2 In particular, the Project Promoter shall be responsible for:
- monitoring compliance by the Parties with their obligations,
- keeping the address list of Members and other contact persons updated and available,
- collecting, reviewing and submitting information on the progress of the Project and reports and
other deliverables (including financial statements and related certification), and all specific
requested documents.
- preparing the meetings, proposing decisions and preparing the agenda of Steering Committee
meetings, chairing the meetings, preparing the minutes of the meetings and monitoring the
implementation of decisions taken at meetings,
- transmitting promptly documents and information connected with the Project,
- providing, upon request, the Parties with official copies or originals of documents, which are in
the sole possession of the Project Promoter when such copies or originals are necessary for the
Parties to present claims,
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communicating all relevant information in connection with the Project,
preparing annual project reports and a final report based on the individual reports and the
supporting documents to be provided to the Project Promoter by the Parties.
Each Party undertakes to the best of its abilities and by exercising commercially reasonable efforts:
- Without undue delay, to submit all Results, reports, accounting documentation and other
documents that the Project Promoter reasonably requires fulfilling its obligations;
- To promptly notify any delay in performance or any event that may impact the Project to the
Steering Committee,the Project Promoter and the Programme Operator;
- To inform the Project Promoter of relevant communications it receives from third parties in
relation to the Project;
- To ensure the accuracy of any information it supplies to the Project Promoter and to promptly
correct any error therein of which it is notified;
- Not to use knowingly any proprietary rights of a third Party for which it has not acquired the
corresponding right of use;
- To act at all times in good faith and in a manner, that reflects the good name, goodwill and
reputation of the Partnership and in accordance with good ethics;
- To participate in a cooperative manner in the meetings of the Steering Committee.
6.4.3 If the Project Promoter fails in its coordination tasks, the Steering Committee may propose to
the Programme Operator to change the Project Promoter.
6.4.4 The Project Promoter shall not be entitled to act or to make legally binding declarations on
behalf of any other Party.
6.4.5 The Project Promoter shall not enlarge its role beyond the tasks specified in the Partnership
Agreement and in the Project Contract.
Section 7: Financial provisions
7.1 General Principles
7.1.1 Distribution of Financial Contribution
The financial contribution of the Programme Operator to the Project shall be distributed by the
Project Promoter according to:
- the Partnership Budget (Budget Breakdown)
- the approval of reports by the Programme Operator, and
- the provisions of payment in Article 7.3.
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A Party shall be funded only for its tasks carried out in accordance with the funding application.
7.1.2 Justifying Costs
In accordance with its own usual accounting and management principles and practices, each Party
shall be solely responsible for justifying its costs with respect to the Project towards the Programme
Operator. Neither the Project Promoter nor any of the other Parties shall be in any way liable or
responsible for such justification of costs towards the Programme Operator.
7.1.3 Funding Principles
A Party which spends less than its allocated share of the Partnership Budget will be funded in
accordance with its actual duly justified eligible costs only.
A Party that spends more than its allocated share of the Partnership Budget will be funded only in
respect of duly justified eligible costs up to an amount not exceeding that share.
The yearly divided budget stated in attachment 7 generates the payment schedule of 7.3.2. Any over-
or underspending from A Party that deviates from this plan will be adjusted against a revision of the
Party's annually divided budget. Leaving the total budget and total funding of the Parties unchanged,
if approved by Programme Operator.
7.1.4 Financial Consequences of the termination of the participation of a Party
The Programme Operator will initiate an intermediary evaluation of the Project implementation
when a Party is leaving the Partnership. A Party leaving the Partnership shall refund all payments it
has received except the amount of contribution accepted by the Programme Operator. Furthermore
a Defaulting Party shall, within the limits specified in Article 5.2 of the Partnership Agreement, bear
any reasonable and justifiable additional costs occurring to the other Parties in order to perform its
and their tasks. Any additional costs which are not covered by the Defaulting Party shall in principle
be apportioned to the remaining Parties pro rata to their share in the total costs of the Project as
identified in the Partnership Budget.
7.2 Budgeting
The Partnership Budget shall be valued in accordance with the usual accounting and management
principles and practices of the respective Parties.
7.3 Payments
7.3.1 Payments to Parties are the exclusive tasks of the Project Promoter
In particular, the Project Promoter shall:
- transfer the amounts to parties according to the payment schedule (point 7.3.2);
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- notify the Party concerned promptly of the date and composition of the amount transferred to its
bank account, giving the relevant references;
- perform diligently its tasks in the proper administration of any funds;
- undertake to keep the Programme Operator financial contribution to the Project separated from
its normal business accounts, its own assets and property, except if the Project Promoter is a Public
Body or is not entitled to do so due to statutory legislation.
7.3.2 The payment schedule, which contains the transfer of advance payment and interim payments
to the Parties, will be handled according to the following:
An advance paym ent will be transferred to each Parties after the signature of the Project
Contract between the Programme Operator and the Project Promoter.
Interim payments will be transferred by the Project Promoter to each Party at the beginning of
each implementation year.
The Interim payments could only be reduced for the applicable party(ies) if their individual
underspending is the reason why the consortium (as whole) has total costs that are lower than the
70% annual threshold to maintain the payment schedule set between the consortium and Programme
Operator).
The advance and interim payments will be transferred by the Project Promoter in maximum 15 days
after receiving the funds from the Programme Operator.
Detail information for advance and interim payments:
Advance payment (CZK) Interim payments (CZK) Total (CZK)
2021 2024
2022 2023
Partner 1
Partner 2
Partner 3
Partner 4
Project Promoter
Total
A Final paym ent will be needed to settle any deviations between the total funding and the
advance and interim payments previously received by a Party;
1) The Project Promoter calculates the total funding to be distributed to each Party in accordance
with the principles defined in 7.1.3.
2) Any excess paymentto the Parties (i.e. cases where payments already made exceed the funding
calculated) shall be recovered by the Project Promoter.
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3) The Project Promoter will make final payments to all Parties in order that the sum of the
payment and all payments previously made equals the amount calculated in step 1.
The final payment will be transferred by the Project Promoter once all recoveries has been completed
and the final payment from the Programme Operator has been received.
7.3.3 The Project Promoter is entitled to withhold any payments due to a Party identified to be in
breach of its obligations under the Partnership Agreement or the Project Contract.
7.3.4 The Project Promoter is entitled to recover any payments already paid to a Defaulting Party.
7.3.5 The Project Promoter is equally entitled to withhold payments to a Party when this is agreed
with the Programme Operator.
7.3.6. The payments from the Programme Operator to the Project Promoter are made in Czech Crowns
(CZK). The maximum amounts of funding and costs are fixed in Czech Crowns (CZK) (counted from
the amounts in EUR in the project proposal by applying the exchange rate 1 EUR = 25,54 CZK) in
compliance with the Key project parameters.
The payments from the Project Promoter to the Czech partners (Project Partners 1, Project Partner
2 and Project Partner 3) are made in Czech Crowns (CZK) in compliance with the Key project
parameters and Decision on Result of the Call for Proposals (part Adjustment of funding and costs -
project proposal no. T 001 0 0 0 3 2 4 )
For payment transactions between the Project Promoter and Partner 4 (SINTEF AS) transfer will be
made in EUR in compliance with the Key project parameters and Decision on Result of the Call for
Proposals (part Adjustment of funding and costs - project proposal no. T 001000324). The exchange
rate between Czech Crowns (CZK) and EUR will be used a daily exchange rate of the Czech National
Bank of the day when each payment is transferred to the Project Partner 4
(https://www.cnb.cz/en/financial-markets/foreign-exchange-market/central-bank-exchange-rate-
fixing/central-bank-exchange-rate- fixing/).
7.3.7. The costs of the Parties shall be reported in Czech Crowns (CZK). The reports will be submitted
to the Programme Operator for each year of the Project.
If the costs are incurred in other currency than CZK, they shall be calculated using the daily exchange
rate of the Czech National Bank of the day when the payment of the financial contribution for the
respective calendar year was transferred to the Project Partner 4. The calculation will be based on
data from https://www.cnb.cz/en/financial-markets/foreign-exchange-market/central-bank-
exchange-rate-fixing/central-bank-exchange-rate-fixing/
7.3.8. Exchange rate costs which are not allowed as eligible costs according to KAPPA Terms and
Conditions (Article 3(6) and 17) have to be covered by the Parties involved and budgeted separately.
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Section 8: Results
8.1. Ownership of Results
Results are owned by the Party that generates them.
8.2 Joint ownership
8.2.1 In case of joint ownership of Results developed in the Project jointly by two or more Parties and
it is not possible to separate such Results for the purpose of applying for, obtaining and/or
maintaining the relevant patent protection or any other intellectual property right, the Parties shall
have joint ownership of such Results.
8.2.2 The joint owners shall use their best efforts to establish, within a six (6) month period as from
the date of the generation of such Results, a written separate joint ownership agreement regarding
the allocation of ownership and terms of exercising, protecting, the division of related costs and
exploiting such jointly owned Results on a case by case basis.
The joint ownership agreement shall as a minimum include:
i) a detailed definition of the relevant Results having joint ownership
ii) a description of which of the joint owners shall have the operative responsibility for
protecting and managing the jointly owned Results (hereinafter named IP Manager), including
a clear description of the IP Manager's Power of Attorney; in case of a disagreement, the owner
with the largest ownership stake shall take the lead.
iii) a detailed description of how the jointly owned Result shall be protected, defended, managed
and Used.
where no joint ownership agreement has yet been concluded:
i) each of the joint owners shall be entitled to Use their jointly owned Results on a royalty-free
basis, and without requiring the prior consent of the other joint owner(s), however only for
carrying out non-commercial R&D projects alone or with third parties, including for
permitting the said third parties to use such Results if required to carry out their own tasks in
the above-mentioned projects,
ii) save for the cases provided under 1, each of the joint owners shall be entitled to Use their
jointly owned Results (directly or by granting non-exclusive licenses to third parties, without
any right to sub-license), subject to the following conditions:
• at least 45 days prior notice must be given to the other joint owner(s); and
• Fair and Reasonable compensation must be provided to the other joint owner(s).
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For the avoidance of doubt, this compensation shall not be due in case of non-commercial Use of the
jointly owned Results. Non-commercial Use includes contract research for third- parties. If third
parties need access to jointly owned Results for commercial exploitation, such access will be
dependent upon on Fair and Reasonable Conditions to the other joint owner(s).
8.3 Transfer of Results
8.3.1 Each Party may transfer ownership of its own Results. It shall however ensure that its
obligations under the Partnership Agreement and the Project Contract also apply to the new owner
and that this owner has the obligation to pass them on in any subsequent transfer.
8.3.2 It may identify specific third parties it intends to transfer the ownership of its Results to in
Attachment (4) to the Partnership Agreement. The other Parties hereby waive their right to prior
notice and their right to object to a transfer to listed third parties.
8.3.3 The transferring Party shall, however, at the time of the transfer, inform the other Parties of
such transfer and shall ensure that the rights of the other Parties will not be affected by such transfer.
Any addition to Attachment (5) after signature of this Agreement requires a decision of the Steering
Committee.
8.3.4 The Parties recognize that in the framework of a merger or an acquisition of an important part
of its assets, a Party may be subject to confidentiality obligations which prevent it from giving the full
45 days prior notice for the transfer as foreseen in the Project Contract.
8.3.5 The obligations above apply only for as long as other Parties still have -or still may request-
Access Rights to the Results.
8.4 Dissemination
For the avoidance of doubt, nothing in this Section has impact on the confidentiality obligations set
out in Section 10.
8.4.1 Dissemination of own Results
8.4.1.1 During the Project and for a period of 1 year after the end of the Project, the dissemination of
own Results by one or several Parties including but not restricted to publications and presentations,
shall be governed by the following provisions.
Prior notice of any planned publication shall be given to the other Parties at least 45 calendar days
before the publication. Any objection to the planned publication shall be made in writing to the Project
Promoter and to the Party or Parties proposing the dissemination within 30 calendar days after
receipt of the notice. If no objection is made within the time limit stated above, the publication is
permitted.
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8.4.1.2 An objection is justified if
(a) the objecting Party's legitimate academic or commercial interests in relation to the Results or
Background would be significantly harmed; or
(b) the protection of the objecting Party's Results or Background would be adversely affected.
The objection has to include a precise request for necessary modifications.
8.4.1.3 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 actions are performed 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.
8.4.2 Dissemination of another Party’s unpublished Results or Background
A Party shall not include in any dissemination activity another Party's Results or Background without
obtaining the owning Party's prior written approval, unless they are already published.
8.4.3 Cooperation obligations
The Parties undertake to cooperate to allow the timely submission, examination, publication and
defence of any dissertation or thesis for a degree which includes their Results or Background subject
to the confidentiality and publication provisions agreed in the Partnership Agreement.
8.4.4 Use of names, logos or trademarks
Nothing in the Partnership Agreement shall be construed as conferring rights to use in advertising,
publicity or otherwise the name of the Parties or any of their logos or trademarks without their prior
written approval.
8.4.5 Open Access to scientific publications
8.4.5.1. Each Party shall ensure open access (free of charge, online access for any user) to all peer-
reviewed scientific publications relating to its Results.
In particular:
(a) as soon as possible and at the latest on publication, deposit a machine-readable electronic copy
of the published version or final peer-reviewed manuscript accepted for publication in a
repository for scientific publications.
Moreover, the Parties must aim to deposit at the same time the research data needed to validate
the results presented in the deposited scientific publications.
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(b) ensure open access to the deposited publication — via the repository — at the latest:
(i) on publication, if an electronic version is available for free via the publisher, or
(ii) within six months of publication (twelve months for publications in the social sciences and
humanities) in any other case.
(c) ensure open access — via the repository — to the bibliographic metadata that identify the
deposited publication, which must include a persistent identifier.
8.4.5.2 All Parties shall ensure that they or the authors retain sufficient intellectual property rights to
comply with their open access requirements.
8.4.5.3 All Parties shall establish a Data Management Plan and shall ensure a responsible management
of research data in line with the principles ‘Findability’, ‘Accessibility’, ‘Interoperability’ and
‘Reusability’ (FAIR).
Open access to the digital research data generated in the project shall be ensured in line with the
principle 'as open as possible, as closed as necessary'. Open access to such research data shall be the
general rule, but the Steering Committee may decide to apply exceptions if justified, taking into
consideration the legitimate interests of the Parties, the project objectives and any other constraints,
such as data protection rules, security rules or intellectual property rights. In this case, the data
management plan must contain the reasons for not giving access.
Unless such exceptions apply, all Parties shall
(a) deposit in a research data repository and take measures to make it possible for third parties
to access, mine, exploit, reproduce and disseminate — free of charge for any user — the
following:
(i) the data, including associated metadata, needed to validate the results presented in
scientific publications as soon as possible;
(ii) other data, including associated metadata, as specified in the data management plan;
(b) provide information — via the repository — about tools and instruments at the disposal of
the Parties and necessary for validating the results (and — where possible — provide the
tools and instruments themselves).
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Iceland IN ■■ [H TA
Liechtenstein Norway w
Norway grants grants CR
Section 9: Access Rights
9.1 Background included
9.1.1 In Attachment 1, the Parties have identified and agreed on the Background for the Project and
have also, where relevant, informed each other that Access to specific Background is subject to legal
restrictions or limits.
Anything not identified in Attachment 1 shall not be the object of Access Right obligations regarding
Background.
9.1.2 Any Party may add further own Background to Attachment 1 during the Project by written
notice to the other Parties. However, approval of the Steering Committee is needed should a Party
wish to modify or withdraw its Background in Attachment 1.
9.2 General Principles
9.2.1 Each Party shall implement its tasks in accordance with the Project Plan and shall bear sole
responsibility for ensuring that its acts within the Project do not knowingly infringe third party
property rights.
9.2.2 As provided in the Project Contract, all Parties shall inform the other Parties as soon as possible
of any limitation to the granting of Access Rights to Background or of any other restriction which
might substantially affect the granting of Access Rights (e.g. the use of open source code software in
the Project).
9.2.3 If the Steering Committee considers that the restrictions have such impact, which is not foreseen
in the Project Plan, it may decide to update the Project Plan accordingly.
9.2.4 Any Access Rights granted expressly exclude any rights to sub-licence unless expressly stated
otherwise.
Access Rights shall be free of any administrative transfer costs.
Access Rights are granted on a non-exclusive basis, if not otherwise agreed in writing by all the Parties
according to the Project Contract.
9.2.5 Results and Background shall be used only for the purposes for which Access Rights to it have
been granted.
9.2.6 All requests for Access Rights shall be made in writing.
The granting of Access Rights may be made conditional on the acceptance of specific conditions aimed
at ensuring that these rights will be used only for the intended purpose and that appropriate
confidentiality obligations are in place.
9.2.7 The requesting Party must show that the Access Rights are Needed.
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9.3 Access Rights for implementation
Access Rights to Results and Background Needed for the performance of the own work of a Party
under this Project shall be granted on a royalty-free basis, unless otherwise agreed for Background
in Attachment 1.
9.4 Access Rights for Exploitation
9.4.1 Access Rights to Results if Needed for Exploitation of a Party's own Results shall be granted on
Fair and Reasonable conditions.
Access rights to Results for internal research activities shall be granted on a royalty-free basis.
9.4.2 Access Rights to Background if Needed for Exploitation of a Party's own Results shall be granted
on Fair and Reasonable conditions.
9.4.3 A request for Access Rights may be made up to twelve months after the end of the Project or, in
the case of Art. 9.7.2.1.2, after the termination of the requesting Party’s participation in the Project.
9.4.4 Affiliated Entities have Access Rights to this Partnership Agreement to the extent the Party
affiliated with such Affiliates has itself such Access Rights.
Such Access Rights must be requested by the Affiliated Entity from the Party that holds the
Background or Results. Alternatively, the Party granting the Access Rights may individually agree
with the Party requesting the Access Rights to have the Access Rights include the right to sublicense
to the latter's Affiliated Entities [listed in Attachment 4]. Access Rights to Affiliated Entities shall be
granted on Fair and Reasonable Conditions and upon written bilateral agreement.
Affiliated Entities which obtain Access Rights in return fulfil all confidentiality and other obligations
accepted by the Parties under this Consortium Agreement as if such Affiliated Entities were Parties.
Access Rights may be refused to Affiliated Entities if such granting is contrary to the legitimate
interests of the Party which owns the Background or the Results.
Access Rights granted to any Affiliated Entity are subject to the continuation of the Access Rights of
the Party to which it is Affiliated and shall automatically terminate upon termination of the Access
Rights granted to such Party.
Upon cessation of the status as an Affiliated Entity, any Access Rights granted to such former Affiliated
Entity shall lapse.
Further arrangements with Affiliated Entities may be negotiated in separate agreements
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9.5 Additional Access Rights
For the avoidance of doubt any grant of Access Rights not covered by the Partnership Agreement shall
be at the absolute discretion of the owning Party and subject to such terms and conditions as may be
agreed between the owning and receiving Parties.
9.6 Access Rights for Parties entering or leaving the Partnership
9.6.1 New Parties entering the Partnership
As regards Results developed before the accession of the new Party, the new Party will be granted
Access Rights on the conditions applying for Access Rights to Background.
9.6.2 Parties leaving the Partnership
9.6.2.1 Access Rights granted to a leaving Party
9.6.2.1.1 Defaulting Party
Access Rights granted to a Defaulting Party and such Party's right to request Access Rights shall cease
immediately upon receipt by the Defaulting Party of the formal notice of the decision of the Steering
Committee to terminate its participation in the Partnership.
9.6.2.1.2 Non-defaulting Party
A non-defaulting Party leaving voluntarily and with the other Parties' consent shall have Access
Rights to the Results developed until the date of the termination of its participation.
It may request Access Rights within the period of time specified in Art. 9.4.3.
9.6.2.2 Access Rights to be granted by any leaving Party
Any Party leaving the Project shall continue to grant Access Rights pursuant to the Project Contract
and the Partnership Agreement as if it had remained a Party for the whole duration of the Project.
9.7 Specific Provisions for Access Rights to Software
For the avoidance of doubt, the general provisions for Access Rights provided for in this Section 9 are
applicable also to Software.
Parties’ Access Rights to Software do not include any right to receive source code or object code
ported to a certain hardware platform or any right to receive respective Software documentation in
any particular form or detail, but only as available from the Party granting the Access Rights.
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Section 10: Non-disclosure of information
10.1 All information in whatever form or mode of transmission, which is disclosed by a Party (the
“Disclosing Party”) to any other Party (the “Recipient”) in connection with the Project during its
implementation and which has been explicitly marked as “confidential”, or when disclosed orally, has
been identified as confidential at the time of disclosure and has been confirmed and designated in
writing within 15 days from oral disclosure at the latest as confidential information by the Disclosing
Party, is “Confidential Information”.
10.2 The Recipients hereby undertake in addition and without prejudice to any commitment of
non-disclosure under the Project Contract, for a period of 5 years after the end of the Project:
- not to use Confidential Information otherwise than for the purpose for which it was disclosed;
- not to disclose Confidential Information to any third party without the prior written consent by
the Disclosing Party;
- to ensure that internal distribution of Confidential Information by a Recipient shall take place on
a strict need-to-know basis; and
- to return to the Disclosing Party on demand all Confidential Information which has been supplied
to or acquired by the Recipients including all copies thereof and to delete all information stored in
a machine readable form. If needed for the recording of ongoing obligations, the Recipients may
however request to keep a copy for archival purposes only.
10.3 The Recipients shall be responsible for the fulfillment of the above obligations on the part of
their employees or third parties involved in the Project and shall ensure that they remain so obliged,
as far as legally possible, during and after the end of the Project and/or after the termination of the
contractual relationship with the employee or third party.
10.4 The above shall not apply for disclosure or use of Confidential Information, if and in so far as
the Recipient can show that:
- the Confidential Information becomes publicly available by means other than a breach of the
Recipient's confidentiality obligations;
- the Disclosing Party subsequently informs the Recipient that the Confidential Information is no
longer confidential;
- the Confidential Information is communicated to the Recipient without any obligation of
confidence by a third party who is in lawful possession thereof and under no obligation of
confidence to the Disclosing Party;
- the disclosure or communication of the Confidential Information is foreseen by provisions of the
Project Contract;
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- the Confidential Information, at any time, was developed by the Recipient completely
independently of any such disclosure by the Disclosing Party; or
- the Confidential Information was already known to the Recipient prior to disclosure or
- the Recipient is required to disclose the Confidential Information in order to comply with
applicable laws or regulations or with a court or administrative order, subject to the provision Art.
10.7 hereunder.
10.5 The Recipient shall apply the same degree of care with regard to the Confidential Information
disclosed within the scope of the Project as with its own confidential and/or proprietary information,
but in no case less than reasonable care.
10.6 Each Party shall promptly advise the other Party in writing of any unauthorised disclosure,
misappropriation or misuse of Confidential Information after it becomes aware of such unauthorised
disclosure, misappropriation or misuse.
10.7 If any Party becomes aware that it will be required, or is likely to be required, to disclose
Confidential Information in order to comply with applicable laws or regulations or with a court or
administrative order, it shall, to the extent it is lawfully able to do so, prior to any such disclosure
- notify the Disclosing Party, and
- comply with the Disclosing Party’s reasonable instructions to protect the confidentiality of the
information.
10.8 The confidentiality obligations under the Partnership Agreement and the Project Contract
shall not prevent the communication of Confidential Information to the Programme Operator.
Section 11: Auditing
Each Party shall provide auditing reports in accordance with rules and requirements stipulated in the
Guideline for Research Programmes.
Section 12: Miscellaneous
12.1 Attachments, inconsistencies and severability
The Partnership Agreement consists of this core text and
Attachment 1 (Background included) /NOT APPLICABLE
Attachment 2 (Background excluded) /NOT APPLICABLE
Attachment 3 (Accession document)
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Attachment 4 (List of Third Parties)
Attachment 5 (Partnership Budget)
Attachment 6 (Project proposal)
Attachment 7 (Key parameters)
Attachment 8 (Decision on Result of the Call for Proposals)
In case the terms of the Partnership Agreement are in conflict with the terms of the Project Contract,
the terms of the latter shall prevail. In case of conflicts between the attachments and the core text of
the Partnership Agreement, the latter shall prevail.
Should any provision of the Partnership Agreement become invalid, illegal or unenforceable, it shall
not affect the validity of the remaining provisions of the Partnership Agreement. In such a case, the
Parties concerned shall be entitled to request that a valid and practicable provision be negotiated
which fulfils the purpose of the original provision.
12.2 No representation, partnership or agency
The Parties shall not be entitled to act or to make legally binding declarations on behalf of any other
Party. Nothing in the Partnership Agreement shall be deemed to constitute a joint venture, agency,
partnership, interest grouping or any other kind of formal business grouping or entity between the
Parties.
12.3 Notices and other communication
Any notice to be given under the Partnership Agreement shall be in writing to the addresses and
recipients as listed in the most current address list kept by the Project Promoter.
Formal notices:
If it is required in the Partnership Agreement (Article. 9.7.2.1.1 and 11.4) that a formal notice, consent
or approval shall be given, such notice shall be signed by an authorised representative of a Party and
shall either be served personally or sent by mail with recorded delivery or telefax with receipt
acknowledgement.
Other communication:
Other communication between the Parties may also be effectuated by other means such as e-mail
with acknowledgement of receipt, which fulfils the conditions of written form.
Any change of persons or contact details shall be notified immediately by the respective Party to the
Project Promoter. The address list shall be accessible to all Parties.
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12.4 Assignment and amendments
Except as set out in Section 8.2, no rights or obligations of the Parties arising from the Partnership
Agreement may be assigned or transferred, in whole or in part, to any third party without the other
Parties’ prior formal approval.
Amendments and modifications to the text of the Partnership Agreement not explicitly listed in Article
6.3.6 require a separate agreement between all Parties.
12.5 Mandatory national law
Nothing in the Partnership Agreement shall be deemed to require a Party to breach any mandatory
statutory law under which the Party is operating.
12.6 Language
The Partnership Agreement is drawn up in English, which language shall govern all documents,
notices, meetings, arbitral proceedings and processes relative thereto.
12.7 Applicable law
The Partnership Agreement shall be construed in accordance with the legal framework governing the
EEA Financial Mechanism 2014-2021 and governed by the laws of Belgium excluding its conflict of
law provisions.
12.8 Settlement of disputes
The parties shall endeavor to settle their disputes amicably.
All disputes arising out of or in connection with this Partnership Agreement, which cannot be solved
amicably, shall be finally settled under the Rules of Arbitration of the International Chamber of
Commerce by one or more arbitrators appointed in accordance with the said Rules.
The place of arbitration shall be Brussels if not otherwise agreed by the conflicting Parties.
The award of the arbitration will be final and binding upon the Parties.
13. Ethical Standards, Conflicts of Interest and Anti-corruption
13.1 Ethical Standards
Each Party is committed to maintain the highest ethical standards in its work for the Project. Each of
the Parties shall ensure that all of its employees, board members and sub-contractors undertake the
same commitment.
13.2 Conflicts of Interest
Each of the Parties shall avoid conflicts of interest in its contact with organisations and/or persons
performing tasks associated with the Project.
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Iceland I \ 1 CK:
Liechtenstein Norway
Norway grants grants
13.3 Anti-corruption
Each of the Parties shall carry out the Project in a manner designed to counter any corruption,
misappropriation of funding and improprieties. The Parties shall, without undue delay, inform the
Steering Committee if there are indications of corruption and misappropriation of funding of which
the Party becomes aware during the implementation of the Project. Furthermore, the Parties agree,
in the performance of the activities under the Partnership Agreement, not to accept or offer any form
of gift, offer, payment or other type of advantage that entails unlawful or corrupt practice.
Section 14: Signatures
AS WITNESS:
The Parties signed the Partnership Agreement on separate pages by the authorized representatives
on the above-mentioned day and year.
ÜJV Rez, a. s.
Chairman of the Board of Directors Member of the Board of Directors
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Iceland I \ 1 CK:
Liechtenstein Norway
Norway grants grants
Partner 1: Vysoká škola chemicko-technologická v Praze
Rector
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Iceland I \ 1 CK:
Liechtenstein Norway
Norway grants grants
Partner 2: Výzkumný Ústav Železniční, a.s.
Chairman of the Board of Directors Member of the Board of Directors
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Iceland □_ TA
ČR
Liechtenstein Norway
grants
Norway g ran ts
Partner 3: Česká vodíková technologická platforma
Chairman of the board
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Iceland d4 ^ — [fQ — TA
Liechtenstein Norway CR
Norway g ran ts g ran ts
Research Director
Partner 4: SINTEF AS
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