Textová podoba smlouvy Smlouva č. 19088003: Agreement of collaboration - Graphene / graphite-filled carbon

                        140530_Smlouva o spolupr?ci_navrh_AnP AZ 03062014


AGREEMENT OF COLLABORATION
Graphene / graphite-filled carbon fiber-reinforced composite designed especially for battery protection boxes in electric cars
(hereinafter also referred to as the “Agreement”)

Parties to the Agreement:

1. Name / Company LENAM, s.r.o.
Registered Office: Masarykova 457/4,  460 01 Liberec
Company ID: 48291579
Tax ID: CZ48291579
Registered: in the Commercial Register maintained by the Regional Court in Ústí nad Labem, Section C, Insert 5072 
Represented by: Assoc. prof. Ing. Antonín Potěšil, CSc. - managing director
(hereinafter also referred to as the “Czech Participant”)

2. Name / Company: NMG Composites Co., Ltd.
Registered Office: No.111 XinZhong Road，Chongfu，Tongxiang，Zhejiang，China，314511
Tax ID: 9133040079438899
Represented by: Rui Zhang – vice chief engineer
(hereinafter referred to as the “Chinese Participant”);

3. Name / Company: Zhejiang Sci-Tech University
	Registered Office: No.928, The second street, Xiasha high education park, Hangzhou 


Tax ID: 1233000047000903
Represented by: Dr. Yurong Cai -senior researcher
(hereinafter referred to as the “Chinese Participant”);

4. Name / Company Technical University of Liberec
Registered Office: Studentská 1402/2, 461 17 Liberec
Company ID: 46747885
Tax ID: CZ46747885
Represented by: Assoc. prof. RNDr. Miroslav Brezezina - rector
Person Responsible for the Contractual Relationship: xxx
(hereinafter also referred to as the “Further Czech Participant”)

5. Name / Company Večerník s.r.o.
Registered Office: Alšovice 54, 468 21 Pěnčín
Company ID: 25489925
Tax ID: CZ25489925
Represented by: Ing. Josef Večerník, CSc. – managing director
Person Responsible for the Contractual Relationship: Ing. Josef Večerník, CSc. 
(hereinafter also referred to as the “Further Czech Participant”)

(collectively referred to as the “Parties to the Agreement”).

I.
Subject of Agreement

1. The subject of this Agreement is collaboration among the Parties to the Agreement with an aim to facilitate the implementation of the ”Graphene / graphite-filled carbon fiber-reinforced composite designed especially for battery protection boxes in electric cars“ project (hereinafter referred to as the “Collaboration”), determine terms and conditions, activities and other rights and obligations of the Parties during the term of the Collaboration and the provision of the following intellectual property: See VI.2.
2. The main objective of the project is to develop a new composite material intended primarily as a construction material for the creation of a lightweight multifunctional box for electric batteries for vehicles with electric drive. The composite material will provide: low weight, high specific mechanical properties including impact toughness and vibration resistance, effective control of thermal conditions in the box, longer life, fire safety, static charge limitation, corrosion resistance, electromagnetic compatibility and high resistance to water and water vapor penetration. The composite material will consist of an epoxy matrix reinforced with carbon multifilaments with a suitably activated surface filled with conductive carbon particles based on graphene and expanded graphite of optimized size and concentration.
3. The subject of this Agreement also includes determining the ownership of Collaboration results arising from this Agreement. 
II.
Collaboration Management and Implementation

Responsibility for project investigation on the Czech side shall be borne and general coordination and work management conducted by Assoc. prof. Ing. Antonín Potěšil, CSc., the Principal Investigator of the project on the Czech Participant’s beneficiary side (hereinafter referred to as the “Principal Investigator “). The Principal Investigator shall be directly reported to by xxx and Ing. Josef Večerník, CSc., the investigators on the Further Czech Project Participant sides (hereinafter referred to as the “Further Investigator”).
The Parties to the Agreement agreed they will mutually utilize each other's research infrastructure necessary for the implementation of the project.
Responsibility for project investigation on the Chinese side shall be borne and general coordination and work management conducted by Rui Zhang, the Principal Investigator of the project on the Chinese Participant's beneficiary side (hereinafter referred to as the “Principal Investigator “). The Principal Investigator shall be directly reported to by Dr Yurong Cai the investigators on the Further Chinese Project Participant sides (hereinafter referred to as the “Further Investigator”).
The Principal Investigators on each side shall provide such coordination to ensure each task will be conducted in compliance with the approved application.
The Principal Investigators shall be responsible for compiling reports and drawing on funds. Their tasks will also include overseeing each stage and its outputs and compliance with terms and conditions set forth herein.
III.
Financial Matters

The Parties to the Agreement agreed on Collaboration funding as follows: The project investigation grant shall be provided to the Czech entity by the provider of the grant in the Czech Republic; the provider for the Chinese Participan entities shall be the State of China.


IV.
Division of Activities within Collaboration

Within the Collaboration framework the Parties to the Agreement undertake to conduct the following activities:
Czech Participant “LENAM”:
1. Project coordination for the project participants from the Czech side.
2. Optimization of the size and concentration of carbon particles of both types to ensure Joule heating, increase the resistance to impact stress and achieve the improvement of other properties.
3. Prediction of basic mechanical characteristics of filled composites. Strength calculations and Mathematical modeling the influence of the size and concentration of carbon particles for the prediction of thermal conductivity of composites.
4. Conceptual design of multifunctional lightweight electric battery boxes with regard to the cooling and heating system.
5. Design of selected applications of a new composite material.
6. Identification of load of battery protection box through CAE and CDF simulations.
7. Experimental measurements of mechanical properties composite stacking with design of material models for numerical simulations.
8. CAE simulations deformation response of the battery protection box to force load.
9. Design and optimization of composite stacking.

Chinese Participant “NMG Composites Co., Ltd.”:
1. Selection fiber raw materials including E8 high-strength glass fiber and carbon fiber.
2. Investigation of the mechanism of epoxy resin penetration and characterization of the mechanical properties of the final composite.
3. Evaluation of the performance of the composite material in the presence / absence of carbon particle fillers.
4. Production of composites by the production demonstration lines.

Further Chinese Participant “Zhejiang Sci-Tech University”:
1. Investigation of the effect of various process parameters such as the stitching process, fixing method and machine parameters of the fiber structures on the composite performance.
2. Investigation of the influence of the modification on the compatibility of fiber and epoxy resin.
3. Optimization of the matrix modification process parameters.
4. Evaluation of the thermal aging and corrosion resistance of the composite used as battery box.

Further Czech Participant “Technical University of Liberec”:
1. Communicating with the Chinese Participant.
2. Implementation of the process of production of different carbonaceous particles suitable for industrial applications.
3. Prediction of the influence of fillers on the electrical, impact and vibration characteristics of composites.
4. Construction of multifunctional lightweight boxes of electric batteries.
5. Development of the composite material providing: low weight, high specific mechanical properties including impact toughness and vibration resistance and effective Joule heating.

Further Czech Participant “Večerník”:
1. Implementation of the process of production of graphene particles suitable for industrial applications.
2. Experimental optimization and modeling of the influence of size and concentration of carbon particles on the realization of Joule heating.
3. Conceptual design and testing of the multifunctional lightweight box for electric batteries.
4. Evaluation of composite material with special functional properties.


V.
Rights to Tangible Assets 

If assets have been created or acquired by joint action of the Parties to the Agreement, such assets shall be in their divided joint ownership according to the extent to which they participated in the creation of such assets; in doubtful cases their interests are equal. The Parties to the Agreement have an obligation to handle jointly owned assets with due diligence, in particular securing them against damage, loss or theft, while also utilising them primarily for activities related to the Collaboration.

VI.
Intellectual Property Rights

1. The Parties to the Agreement undertake to keep confidential any facts relating to intellectual property regardless of the form and manner of their disclosure or reception until the time such facts are made public. This obligation does not apply to entities which are entitled to have access to such information under legal regulations. The Parties to the Agreement shall also transfer the confidentiality obligation to their personnel. For the purposes of this Agreement, personnel of a Party to the Agreement shall mean employees of a Party to the Agreement or other persons conducting work for such a Party on the basis of any documentable legal relationship to fulfil obligations under this Agreement of Collaboration.  Furthermore, the Parties to the Agreement undertake not to use the intellectual property in contrast with its purpose or the purpose of the mutual collaboration set forth in this Agreement of Collaboration, for the benefit of any third party otherwise than under this Agreement or for their own benefit not related to the subject of the Collaboration if not otherwise agreed.

Intellectual property rights mean in particular:
· Authorship rights, rights in connection with authorship rights, the rights of the author and maker of databases and knowhow.
· Industrial property rights, the protection of creative work results (inventions and utility models), works of industrial design (industrial designs), trademark rights (trademarks) and the layouts of semiconductor products (semiconductor topographies).
The Parties to the Agreement enter into the Collaboration with the following experience:
Czech Participant “LENAM”: 
Years of experience with optimization simulations of industrial assemblies. Experimental facilities for conducting physical experiments.
Patent No. 301404, awarded 17.2.2010.
Patent No. 302307, awarded 5.1.2011.
Patent No. 304034, awarded 22.07.2013.
Chinese Participant “Zhejiang Sci-Tech University”
Long term experience with synthesis of fillers for composites and comprehensive testing of their influence on the performance of composites. Evaluation of durability and corrosion of composites. 
Chinese Participant “NMG Composites Co., Ltd.”
Long term experiences in preparation of fibrous reinforcement and matrix phase for composites. Production lines for fabrication of composites.
Further Czech Participant “Technical University of Liberec”:
A robotic facility for automatic placing of carbon, glass or other fibers onto the templates. Long term experience in composites development and comprehensive testing, Long term experience in the field of construction of sets of batteries for electrical cars.


Further Czech Participant “Večerník”:
Long term experience in preparation of carbonaceous particles, and surface modification of carbon, glass fibers and nanofillers via various physical/chemical methods.

The Intellectual Property owned by each Participant shall hereinafter be referred to as the Participant's "Background Intellectual Property".
2. The Parties to the Agreement agreed that rights to each Participant's Background Intellectual Property, as well as rights to intellectual property arising from the Collaboration under this Agreement (hereinafter referred to as the "New Intellectual Property”) shall be owned by the Party which created it using its own personnel and through its own material and financial investments without any contribution from the other party (hereinafter referred to as the "Owner"). Financial support is regarded as an own financial investment.
3. If any New Intellectual Property is created jointly by more Parties to the Agreement (hereinafter referred to as the "New Joint Intellectual Property"), such Intellectual Property shall be jointly owned by more Parties to the Agreement (hereinafter referred to as the “Joint Owners”). The proportion of interests shall be determined by a written agreement; if doubts arise or no agreement is in existence, the interests are equal.
4. The Parties to the Agreement are obliged to protect the New Intellectual Property, as well as the New Joint Intellectual Property in a manner most suitable for each kind of Intellectual Property. The Owner or Joint Owners bear the cost associated with running appropriate proceedings in order to achieve the most suitable kind of protection.
5. In keeping with the Provider’s interests the Parties to the Agreement shall execute, immediately following the execution of this Agreement of Collaboration, licensing agreements for the New Intellectual Property and the New Joint Intellectual Property. The Parties to the Agreement expressly agree that the New Intellectual Property or the New Joint Intellectual Property under protection may be used by another Party to the Agreement for research and educational purposes free of charge in a manner not infringing its protection.
6. The profit arising from the New Intellectual Property during the term of the project may be included by the Provider as support provided.
7. If a Party to the Agreement transfers rights to the New Intellectual Property or Joint Property to a third party, this Party to the Agreement has an obligation to utilize measures or contracts to make sure the obligations arising from this Agreement are assigned to the new owner of these rights in such a manner so as to provide for the interests of the Provider which arise from this Agreement.

VII.
Liability and penalties

1. Each gross breach of any obligations arising from this Agreement shall result in the obligation of the Party to the Agreement in breach of any provisions hereunder to pay to the other Party to the Agreement affected by this breach a contractual penalty in the sum of 100 000 CZK (equivalent to 3 921 EUR) and a possibility for the other Parties to withdraw from this Agreement. This penalty clause does not affect the right to claim damages incurred.
2. If a Party to the Agreement commits a minor breach of its obligations under this Agreement, the Party affected by this breach shall have the right upon written notice to suspend further collaboration and set a deadline for such a breach to be rectified.
3. If the Party in breach fails to rectify the deficiencies found in fulfilling its obligations under this Agreement within the set deadline, the Party affected by this breach has the right to withdraw from this Agreement.  A decision to withdraw shall be communicated to the other Party to the Agreement in writing stating the reason thereof.
4. Liability of the Parties to the Agreement for damage caused to third parties shall be governed by general damage liability rules.


VIII.
Miscellaneous and Final Provisions

1. This Agreement is concluded for a definite period of time of up to 3 years upon completing the implementation of the project. Upon termination of this Agreement the provisions governing the confidentiality obligation, the protection of intellectual property, the settlement of disputes and the imposing of sanctions shall remain in force.
2. The contracting parties expressly select Czech law as the legal system governing their legal relationship established by the Agreement.

3. The Parties to this Agreement enter into the Agreement in the sense of § 1746 par. 2 of Act No. 89/2012 Coll., the Civil Code, as amended, and declare that all rights and obligations specified under, arising from this Collaboration Agreement and legal relationships not provided for in this Agreement shall be dealt with under the provisions of the Civil Code and the Act no. 130/2002 Coll.
4. The Agreement expresses the free and serious will of the Parties to the Agreement.
5. The Agreement is executed in seven identical counterparts, each of which has the validity of the original. Each Party to the Agreement shall receive one counterpart, with the Provider on the Czech and Chinese side receiving one counterpart each.
6. The rights and obligations inherent in the Agreement shall pass to any legal successors to the contracting parties. No rights and obligations inherent herein may be assigned unless a written consent of the other contracting party has been obtained.
7. This Agreement may be modified and amended only by numbered amendments in writing approved by both parties.
8. If doubts arise, any documents addressed to another participant shall be deemed to have been delivered by the 10th working day after they were demonstrably sent via a postal services provider. 
9. The Agreement becomes effective and comes into force upon signing by the authorized representatives of the Parties to the Agreement.
10. All disputes among the Parties to the Agreement arising from this Agreement shall be settled amicably. Unless an amicable solution can be found within a reasonable period of time, either of the contracting parties shall have the right to forward the dispute for resolution to the locally competent court. In line with Article 89(a) Act 99/1963 Coll., Civil Code of Procedure, as amended, the general court of the Further Czech Participant shall be deemed the locally competent court.


IX.
Signing the Agreement of Collaboration

The Parties to the Agreement declare they have read the Agreement of Future Collaboration thoroughly and sign it in witness thereof.


In Liberec on 3.1.2022 
On behalf of the Czech Participant
doc. Ing. Antonín Potěšil, CSc. - Managing Director


In Zhejiang on 13.1.2022 
On behalf of the Chinese Participant
Dr. Yurong Cai – senior researcher

In Zhejiang on 7.1.2022 
On behalf of the Chinese Participant
Rui Zhang – Vice Chief Engineer


In Liberec on 13.1.2022
On behalf of the Further Czech Participant
prof. RNDr. Miroslav Brzezina - Rector


In Alšovice on 3.1.2022
On behalf of the Further Czech Participant
Ing. Josef Večerník, CSc. – Managing Director
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