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EOSC4Cancer Consortium Agreement, version 10 FINAL
EOSC4Cancer
A European-wide foundation to accelerate Data-
driven Cancer Research
Consortium agreement
EOSC4Cancer Consortium Agreement, version 10 - FINAL
Table of Contents
1 Definitions ...................................................................................................................................... 7
2 Purpose .......................................................................................................................................... 8
3 Entry into force, duration and termination ................................................................................. 8
4 Responsibilities of Parties............................................................................................................ 9
5 Liability towards each other ....................................................................................................... 12
6 Governance structure ................................................................................................................. 13
7 Financial provisions .................................................................................................................... 21
8 Results .......................................................................................................................................... 24
9 Access Rights .............................................................................................................................. 27
10 Non-disclosure of information ................................................................................................... 30
11 Miscellaneous .............................................................................................................................. 32
12 Signatures .................................................................................................................................... 34
Attachment 1: Background included................................................................................................. 63
Attachment 2: Accession document ................................................................................................. 97
Attachment 3: List of third parties for simplified transfer according to Section 8.3.2. ................ 98
Attachment 4: Identified entities under the same control according to Section 9.5 .................... 99
Attachment 5: NDA for Scientific Advisory Board / Ethics Advisory Board ............................... 100
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Change Records
Version Date Changes
Version 1 20/05/2022
13-07-2022 First version
Version 2 25-10-2022
24-11-2022 With comments from all partners
Version 3 26-01-2023
With new comments from all partners
Version 4 10-02-2023
With new comments from some partners
Version 5 23-02-2023
30-03-2023 With new comments from ELIXIR/EMBL, KI,
Version 6 and UBx
11-04-2023 With new comments from ELIXIR/EMBL and
Version 7 FINAL draft 16-05-2023 UBx
Version 8 17-05-2023 Clean
29-05-2023 With new comments from ELIXIR/EMBL and
Version 9 UBx
Version 9 - FINAL BSC rev
Version 10 - FINAL ELIXIR+EBI new comments
Version 10 – FINAL_with FINAL VERSION
corrected typos FINAL VERSION – with corrected typos
flagged by UBx
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EOSC4Cancer Consortium Agreement, version 10 - FINAL
CONSORTIUM AGREEMENT
THIS CONSORTIUM AGREEMENT is based upon Regulation (EU) No 2021/695 of the European
Parliament and of the Council of 28 April 2021 establishing Horizon Europe – the Framework Programme
for Research and Innovation (2021-2027), laying down its rules for participation and dissemination
(hereinafter referred to as “Horizon Europe Regulation”), and on the European Commission’s General Model
Grant Agreement and its Annexes, and is made on 1 September 2022, hereinafter referred to as the Effective
Date
BETWEEN:
1. BARCELONA SUPERCOMPUTING CENTER-CENTRO NACIONAL DE SUPERCOMPUTACIÓN,
established in Calle Jordi Girona 31, BARCELONA 08034, Spain, PIC 999655520, VAT number:
ESS0800099D, the Coordinator
And
2. BIOBANKS AND BIOMOLECULAR RESOURCES RESEARCH INFRASTRUCTURE
CONSORTIUM (BBMRI-ERIC), PIC 946597878, VAT number: ATU68520549, established in NEUE
STIFTINGTALSTRASSE 2/B/6, GRAZ 8010, Austria,
3. EUROPEAN MOLECULAR BIOLOGY LABORATORY, PIC 999988230, VAT number:
DE143296749
for ELIXIR Hub
Representing Party: EUROPEAN MOLECULAR BIOLOGY LABORATORY as part of and
mandated by the ELIXIR Consortium
Wellcome Genome Campus
Hinxton, Cambridgeshire, CB10 1SD
United Kingdom
and
for EMBL
established in Meyerhofstrasse 1, HEIDELBERG 69117, Germany,
4. UNIVERSITETET I OSLO (UiO), PIC 999975814, VAT number:
NO971035854MVA, established in PROBLEMVEIEN 7, OSLO 0313, Norway,
5. FUNDACION SECTOR PUBLICO ESTATAL CENTRO NACIONAL INVESTIGACIONES
ONCOLOGICAS CARLOS III (FSP CNIO), VAT number G-81972242, PIC 999547850, established in
Calle MELCHOR FERNANDEZ ALMAGRO 3, MADRID 28029, Spain,
6. CENTRE NATIONAL DE LA RECHERCHE SCIENTIFIQUE CNRS (CNRS), PIC 999997930, VAT
number: FR40180089013, a public establishment for scientific and technological research, organised
under the laws of France and having its registered office is at 3 rue Michel Ange, 75794 PARIS Cedex
16 France, represented by who has delegated authority for the
signature of this Consortium Agreement, to
acting on its behalf and on behalf of :
▪ Institut de Biochimie et Génétique Cellulaires (IBGC - UMR5095)
UNIVERSITE DE BORDEAUX (UBx), whose registered office is at 35, Place Pey Berland, 33000
BORDEAUX, France, represented by
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As part of partnerships between the Université de Bordeaux and CNRS, Université de Bordeaux, date
28 July 2021, as joint supervision of IBGC unit UMR5095, mandated the CNRS for the development,
negotiation and sign in its name and on its behalf contract research and provision involving that unit,
7. UNIVERZITA PALACKEHO V OLOMOUCI (UP), PIC 999649506, VAT number: 61989592,
established in KRIZKOVSKEHO 8, OLOMOUC 771 47, Czechia,
8. STICHTING HET NEDERLANDS KANKER INSTITUUT-ANTONI VAN LEEUWENHOEK
ZIEKENHUIS (NKI), PIC 999984738, VAT number: NL002562169B01, established in PLESMANLAAN
121, AMSTERDAM 1066 CX, Netherlands,
9. ACADEMISCH ZIEKENHUIS GRONINGEN (UMCG), PIC 999914801, VAT number:
NL800866393B01, established in HANZEPLEIN 1, GRONINGEN 9713 GZ, Netherlands,
10. ETHNIKO KENTRO EREVNAS KAI TECHNOLOGIKIS ANAPTYXIS (CERTH), PIC 998802502,
VAT number: EL099785242, established in CHARILAOU THERMI ROAD 6 KM, THERMI
THESSALONIKI 57001, Greece,
11. CONSIGLIO NAZIONALE DELLE RICERCHE (CNR), PIC 999979500, VAT number:
IT02118311006, established in PIAZZALE ALDO MORO 7, ROMA 00185, Italy,
12. FUNDACIO PRIVADA INSTITUT D'INVESTIGACIO ONCOLOGICA VALL D’HEBRON (VHIO)
(VHIO), PIC 995163935, VAT number: ESG64384969, established in CALLE NAZARET 115-117,
BARCELONA 08035, Spain,
13. EMPIRICA GESELLSCHAFT FÜR KOMMUNIKATIONS UND TECHNOLOGIEFORSCHUNG
MBH (EMPIRICA), PIC 999801990, VAT number: DE122113895, established in OXFORDSTRASSE 2,
BONN 53111, Germany,
14. EATRIS ERIC (EATRIS), PIC 941506445, VAT number: NL853383054B01, established in DE
BOELELAAN 1118, AMSTERDAM 1081 HZ, Netherlands,
15. FUNDACIO CENTRE DE REGULACIO GENOMICA (CRG), PIC 999544455, VAT number:
ESG62426937, established in CARRER DOCTOR AIGUADER 88, BARCELONA 08003, Spain,
16. DEUTSCHES KREBSFORSCHUNGSZENTRUM HEIDELBERG (DKFZ), PIC 999990073, VAT
number: DE143293537, established in IM NEUENHEIMER FELD 280, HEIDELBERG 69120, Germany,
17. INSTRUCT-ERIC (Instruct), PIC 910086981, established in OXFORD HOUSE, PARKWAY
COURT, JOHN SMITH DRIVE, OXFORD OX4 2JY, United Kingdom,
18. EUROPEAN INFRASTRUCTURE OF OPEN SCREENING PLATFORMS FOR CHEMICAL
BIOLOGY EUROPEAN RESEARCH INFRASTUCTURE CONSORTIUM (EU-OPENSCREEN ERIC)
(EU-OS), PIC 910913033, established in ROBERT-ROSSLE-STR. 10, BERLIN 13125, Germany,
19. ALBERT-LUDWIGS-UNIVERSITAET FREIBURG (ALU-FR), PIC 999841760, VAT number:
DE142116817, established in FAHNENBERGPLATZ, FREIBURG 79085, Germany,
20. ECRIN EUROPEAN CLINICAL RESEARCH INFRASTRUCTURE NETWORK (ECRIN), PIC
948646712, VAT number: FR91801933235, established in 5 RUE WATT, PARIS 75013, France,
21. EURO-BIOIMAGING ERIC (EURO-BIOIMAGING), PIC 895635630, established in PL 123, 20521
TURKU, Street address Tykistökatu 6, TURKU 20520, Finland,
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22. INFRAFRONTIER GMBH (INFRAFRONTIER), PIC 949754646, VAT number: DE291307064,
established in INGOLSTAEDTER LANDSTRASSE 1, NEUHERBERG 85764, Germany,
23. KAROLINSKA INSTITUTET (KI), Department of Oncology-Pathology, PIC 999978530, VAT
number: SE202100297301, registration no. 202100-2973, a medical university organised under the laws
of Sweden, with its registered address at STOCKHOLM 17177, Sweden,
24. Masarykova univerzita (MU), PIC 999880657, VAT number: CZ00216224, established in
Zerotinovo namesti 9, BRNO 601 77, Czechia,
25. EUROPEAN CANCER PATIENT COALITION (ECPC), PIC 984108263, VAT number:
BE0818999605, established AVENUE DES ARTS 6, BRUXELLES 1210, Belgium,
26. FUNDACIO INSTITUT DE RECERCA BIOMEDICA (IRB BARCELONA) (IRB BARCELONA), PIC
999541836, VAT number: ESG63971451, established in CARRER BALDIRI REIXAC 10-12 PARC
SCIENTIFIC DE BARCELONA, BARCELONA 08028, Spain,
27. UNIVERSITE DE BORDEAUX (UBx), PIC 949735440, VAT number: FR23130018351, a Public
Establishment for scientific cooperation established in PLACE PEY BERLAND 35, BORDEAUX 33000,
France, represented by
28. STICHTING LYGATURE (LYGATURE), PIC 997656350, VAT number: NL816085419B01,
established in JAARBEURSPLEIN 6, UTRECHT 3521 AL, Netherlands,
As Beneficiaries,
And
THE UNIVERSITY OF MANCHESTER (UNIMAN) UK, PIC 999903840, VAT number: GB849738956,
established in OXFORD ROAD po box: 000 M13 9PL, MANCHESTER, United Kingdom
As Associated Partner,
Beneficiaries and Associated Partner hereinafter, jointly or individually, referred to as ”Parties” or ”Party”
relating to the Action entitled
A European-wide foundation to accelerate Data-driven Cancer Research
in short
EOSC4Cancer
hereinafter referred to as “Project”
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WHEREAS:
The Parties, having considerable experience in the field concerned, have submitted a proposal for the
Project to the Granting Authority as part of Horizon Europe – the Framework Programme for Research
and Innovation (2021-2027).
The Parties wish to specify or supplement binding commitments among themselves in addition to the
provisions of the specific Grant Agreement to be signed by the Beneficiaries and the Granting Authority
(hereinafter “Grant Agreement”).
The Parties are aware that this Consortium Agreement is based upon the DESCA model consortium
agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1 Definitions
1.1 Definitions
Words beginning with a capital letter shall have the meaning defined either herein or in the Horizon
Europe Regulation or in the Grant Agreement including its Annexes.
1.2 Additional Definitions
“Associated Partners”
Entities which participate in the Project, that implement the action tasks attributed to them in Annex 1 of
the Grant Agreement but without the right to charge costs or claim contributions, and with the rights and
obligations defined in Article 9 of the Grant Agreement.
“Consortium Body”
Consortium Body means any management body described in Section 6 (Governance Structure) of this
Consortium Agreement.
“Consortium Plan”
Consortium Plan means the description of the Action and the related agreed budget as first defined in the
Grant Agreement and which may be updated by the General Assembly.
“Granting Authority”
Granting Authority means the body awarding the grant for the Project to the Beneficiaries.
“Defaulting Party”
Defaulting Party means a Party which the General Assembly has identified to be in breach of this
Consortium Agreement and/or the Grant Agreement as specified in Section 4.2 of this Consortium
Agreement.
“International Organisation”
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International Organisation means an organisation and its subordinate bodies governed by public
international law, or any other body which is set up by, or on the basis of, an agreement between two or
more countries.
“Needed”
Needed means:
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 would require
significant additional financial or human resources.
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”
Software means 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.
2 Purpose
The purpose of this Consortium Agreement is to specify with respect to the Project the relationship
among the Parties, in particular concerning the organisation of the work between the Parties, the
management of the Project and the rights and obligations of the Parties concerning inter alia liability,
Access Rights and dispute resolution.
3 Entry into force, duration and termination
3.1 Entry into force
An entity becomes a Party to this Consortium Agreement upon signature of this Consortium Agreement by
a duly authorised representative.
This Consortium Agreement shall have effect from the Effective Date identified at the beginning of this
Consortium Agreement.
An entity becomes a new Party to the Consortium Agreement upon signature of the accession document
(Attachment 2) by the new Party and the Coordinator after due authorisation by the General Assembly.
Such accession shall have effect from the date identified in the accession document.
3.2 Duration and termination
This Consortium Agreement shall continue in full force and effect from the Effective Date until terminated
in accordance with provisions of this Consortium Agreement or complete fulfilment of all obligations
undertaken by the Parties under the Grant Agreement and under this Consortium Agreement.
However, this Consortium Agreement or the participation of one or more Parties to it may be terminated
in accordance with the terms of this Consortium Agreement.
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If
− the Grant Agreement is not signed by the Granting Authority or a Beneficiary, or
− the Grant Agreement is terminated, or
− a Beneficiary’s participation in the Grant Agreement is terminated,
this Consortium Agreement shall automatically terminate in respect of the affected Party/ies, subject to
the provisions surviving the expiration or termination under Section 3.3 of this Consortium Agreement
and provided that a Party shall not by withdrawal or termination be relieved from its responsibilities under
this Consortium Agreement or the Grant Agreement regarding Confidentiality, Results, Access Rights
and Dissemination, in respect of that part of that Party's work on the Project which has been carried out
(or which should have been carried out) up to the date of withdrawal or termination nor from any of its
obligations or liabilities arising out of such withdrawal or termination.
If an Associated Partner´s participation in the Project is terminated, its participation in this Consortium
Agreement may be terminated subject to the provisions surviving the expiration or termination under
this Consortium Agreement (Section 4.2 and Section 3.3).
3.3 Survival of rights and obligations
The provisions relating to Access Rights, Dissemination 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 this Consortium Agreement.
Termination shall not affect any rights or obligations of a Party leaving the Project incurred prior to the
date of termination, unless otherwise agreed between the General Assembly and the leaving Party. This
includes the obligation to provide all necessary input, deliverables and documents for the period of its
participation.
4 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 fulfil, promptly and on time, all of its obligations under the Grant Agreement and this
Consortium Agreement as may be reasonably required from it and in a manner of good faith as
prescribed by Belgian law.
Each Party undertakes to notify promptly the Coordinator and the other Parties, in accordance with the
governance structure of the Project, of any significant information, fact, problem or delay likely to affect
the Project.
Each Party shall promptly provide all information reasonably required by a Consortium Body or by the
Coordinator to carry out its tasks and shall responsibly manage the access of its employees to the EU
Funding & Tenders Portal.
Each Party shall take reasonable measures to ensure the accuracy of any information or materials it
supplies to the other Parties.
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4.2 Breach
In the event that the General Assembly identifies a breach by a Party of its obligations under this
Consortium Agreement or the Grant Agreement (e.g. improper implementation of the Project), the
Coordinator or, if the Coordinator is in breach of its obligations, the Party appointed by the General
Assembly, will give formal notice to such Party requiring that such breach will be remedied within thirty
(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
General Assembly 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
A Party that enters into a subcontract or otherwise involves third parties (including but not limited to
Affiliated Entities or other Participants) 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 this Consortium
Agreement and of the Grant Agreement. Such Party has to ensure that the involvement of third parties
does not affect the rights and obligations of the other Parties under this Consortium Agreement and the
Grant Agreement.
4.4 Specific responsibilities regarding data protection
Where necessary, the Parties shall cooperate in order to enable one another to fulfil legal obligations
arising under applicable data protection laws (the Regulation (EU) 2016/679 of the European Parliament
and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of
personal data and on the free movement of such data – the General Data Protection Regulation “GDPR”
as amended or replaced from time to time - and/or relevant national data protection law applicable to
said Party). However, when a Party is an International Organisation, its internal data protection legal
framework is applicable within the scope of the performance and administration of the Project and of
this Consortium Agreement.
In particular, the Parties shall, where necessary, conclude a separate data processing, data sharing
and/or joint controller agreement before any data processing or data sharing takes place.
Data transfers by Parties subject to GDPR such as to controllers and processors outside of the EU/EEA
shall always take place in compliance with GDPR as amended or replaced from time to time, and
relevant data protection legislation. In that case, transferring Parties shall implement appropriate
measures that can meet GDPR’s standards, such as adequacy decisions, standard contractual clauses
(SCCs), binding corporate rules (BCRs), derogations (art. 49 GDPR), DPIAs, certification mechanisms,
codes of conduct, etc.
4.5 Associated Partners’ responsibilities
For the avoidance of doubt, the Associated Partners do not sign the Grant Agreement and do not receive
funding from the Granting Authority and therefore do not have a right to charge costs or claim
contributions from the Granting Authority. Associated Partners must ensure its/their own funding for the
implementation of the Project. However, certain terms and conditions of the Grant Agreement and its
Annexes are applicable to the Associated Partners. The Coordinator will share a copy of the signed
Grant Agreement and information on any amendments with the Associated Partners.
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The Associated Partner(s) hereby commit(s) to implement the Project tasks attributed to it/them in Annex
1 of the Grant Agreement.
In addition, the Associated Partner(s) hereby commit(s) especially to the following articles of the Grant
Agreement and related regulations of Annex 5:
- Proper implementation of the action (Article 11)
- Conflicts of interest (Article 12)
- Confidentiality and security (Article 13)
- Ethics and values (Article 14)
- Intellectual Property Rights (Article 16)
- Visibility (Article 17.2)
- Specific rules for carrying out the action (Article 18)
- Information obligations (Article 19)
- Record-keeping (Article 20)
The Associated Partners will support the Beneficiaries regarding their exploitation, dissemination and
Open Science obligations and commit(s) to contribute to the technical and continuous reporting during
and after the implementation of the Project as specified in this Consortium Agreement.
Furthermore, the Associated Partners hereby explicitly agree to cooperate with and grant access to
bodies according to Article 25 of the Grant Agreement (the Granting Authority, the European Anti-Fraud
Office (OLAF), the European Public Prosecutor’s Office (EPPO), the European Court of Auditors (ECA)),
so that these bodies can carry out checks, reviews, audits and investigations also towards the
Associated Partner(s).
Any Associated Partner from a non-EU country undertakes to comply additionally with any other
obligation arising from Art. 10.1 of the Grant Agreement.
In case of termination or being declared a Defaulting Party, an Associated Partner shall bear any
reasonable and justifiable costs occurring to the other Parties for performing this Associated Partners
tasks and the costs for additional efforts necessary to implement the Project.
Moreover, an Associated Partner is obliged to indemnify the other Parties for any claim of the Granting
Authority against them, caused by this Associated Partner´s actions or omissions during Grant
Agreement preparation, Project implementation or after Project end. Regarding such claims the
Associated Partner´s special liability is limited to once the amount of its total budget.
Should the Associated Partner(s) be obliged to sign a separate agreement concerning its funding for
the Project, it is the responsibility of the Associated Partner to ensure such agreement is not in conflict
with this Consortium Agreement.
The Associated Partner(s) is/are excluded from voting on and vetoing the following decisions of the
General Assembly (6.4.1) and therefore are not counted towards any respective quorum:
- Financial changes to the Consortium Plan
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- Distribution of EU contribution among the Beneficiaries
- Proposals for changes to Annex 2 of the Grant Agreement to be agreed by the Granting Authority
- Decisions related to Section 7.1.4 of this Consortium Agreement
Regarding unanimity or majority decisions, only Members with voting rights regarding the item are taken
into account.
5 Liability towards each other
5.1 No warranties
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,
− 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 (or its entities under the same control) exercising its
Access Rights.
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.
A Party’s aggregate liability towards the other Parties collectively shall be limited to once the Party’s
share of the total costs of the Project as identified in Annex 2 of the Grant Agreement. Considering
Associated Partners do not receive a share of the Project costs as identified in Annex 2 of the Grant
Agreement, therefore their total aggregate liability towards the other Parties collectively shall be limited
to:
The amount of the value of the Project tasks assigned to the Associated Partner, identified in the Grant
Agreement Annex 1.
A Party’s liability shall not be limited under either of the two foregoing paragraphs to the extent such
damage was caused by a wilful act or gross negligence to the extent that such limitation is not permitted
by law.
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 this Consortium Agreement or
from its use of Results or Background.
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5.4 Force Majeure
No Party shall be considered to be in breach of this Consortium Agreement if it is prevented from fulfilling
its obligations under the Consortium Agreement by Force Majeure.
Each Party will notify the General Assembly of any Force Majeure without undue delay. If the
consequences of Force Majeure for the Project are not overcome within six (6) weeks after such notice,
the transfer of tasks - if any - shall be decided by the General Assembly.
5.5 Export control
No Party shall be considered to be in breach of this Consortium Agreement if it is prevented from fulfilling
its obligations under the Consortium Agreement due to a restriction resulting from import or export laws
and regulations and/or any delay of the granting or extension of the import or export license or any other
governmental authorisation, provided that the Party has used its reasonable efforts to fulfil its tasks and
to apply for any necessary license or authorisation properly and in time. For the avoidance of doubt each
Party is only bound by the applicable laws as applicable to each Party in relation to their participation to
the Project.
Each Party will notify the General Assembly of any such restriction without undue delay. If the
consequences of such restriction for the Project are not overcome within six (6) weeks after such notice,
the transfer of tasks - if any - shall be decided by the General Assembly.
Notwithstanding the foregoing EMBL asserts that as an International Organisation is generally exempt
from all prohibitions or restrictions on imports and exports as part of its official activities.
6 Governance structure
6.1 General structure
The organisational structure of the consortium shall comprise the following Consortium Bodies:
The General Assembly is the decision-making body of the consortium.
The Management Board will be the body responsible for the day-to-day management, the execution of
the Project and for identifying deviations in the Project plan and implementation of contingency
measures.
The Coordinator is the legal entity acting as the intermediary between the Parties and the Granting
Authority. The Coordinator shall, in addition to its responsibilities as a Party, perform the tasks assigned
to it as described in the Grant Agreement and this Consortium Agreement.
6.2 Members
6.2.1 The General Assembly shall consist of one (1) representative of each Party (hereinafter referred
to as “Member”).
Each Member shall be deemed to be duly authorised to deliberate, negotiate and decide on all matters
listed in Section 6.4.1 of this Consortium Agreement.
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The Coordinator shall chair all meetings of the General Assembly, unless decided otherwise by the
General Assembly.
The Parties agree to abide by all decisions of the General Assembly.
This does not prevent the Parties from exercising their veto rights, according to Sections 4.5 and 6.3.5,
or from submitting a dispute for resolution in accordance with the provisions of settlement of disputes in
Section 11.8 of this Consortium Agreement.
6.2.2 The Management Board, shall consist of the project management team (BSC, ELIXIR-Hub,
EMPIRICA) and the Work Package Leaders and is coordinated by BSC.
6.3 Operational procedures for the Consortium Bodies:
6.3.1 Representation in meetings
Any Member:
− should be present or represented at any meeting;
− may appoint a substitute or a proxy to attend and vote at any meeting;
− and shall participate in a cooperative manner in the meetings.
6.3.2 Preparation and organisation of meetings
6.3.2.1 Convening meetings:
The chairperson shall convene ordinary meetings of the General Assembly at least once every twelve
(12) months and shall also convene extraordinary meetings at any time upon written request of any
Member.
The chairperson shall convene ordinary meetings of the Management Board at least once every three
(3) 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 written notice of a meeting to each Member as soon as possible and no later
than fourteen (14) calendar days preceding an ordinary meeting and seven (7) calendar days preceding
an extraordinary meeting.
6.3.2.3 Sending the agenda:
The chairperson shall prepare and send each Member an agenda no later than fourteen (14) calendar
days preceding the meeting, or seven (7) calendar days before an extraordinary meeting.
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 notice to all of the other Members no
later than seven (7) calendar days preceding the meeting and two (2) days preceding an extraordinary
meeting.
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6.3.2.5
During a meeting of the Consortium Bodies the Members present or represented can unanimously agree
to add a new item to the original agenda. However, no decision may be taken on this item if not all
Members are represented at the meeting.
6.3.2.6
Meetings of the Consortium Bodies may also be held by tele- or videoconference or other
telecommunication means.
6.3.2.7
Decisions will only be binding once the relevant part of the minutes has been accepted according to
Section 6.3.6.2.
6.3.3 Decisions without a meeting
Any decision may also be taken without a meeting if
a) The Coordinator circulates to all Members of the appropriate Consortium Body a suggested
decision with a deadline for responses of at least ten (10) calendar days after receipt by a Party
and
b) the decision is agreed by at least 51 % of all Parties.
The Coordinator shall inform all the Members of the outcome of the vote.
A veto according to Section 6.3.4 may be submitted up to fifteen (15) calendar days after receipt of this
information.
The decision will be binding after the Coordinator sends a notification to all Members. The Coordinator
will keep records of the votes and make them available to the Parties on request.
6.3.4 Voting rules and quorum
6.3.4.1
Without prejudice to the right to take decisions without a meeting, the Consortium Bodies shall not
deliberate and decide validly in meetings unless two-thirds (2/3) of its Members are present or
represented (quorum). Decisions requiring unanimity require all Parties to be present or represented.
If the quorum is not reached, the chairperson of the Consortium Body shall convene another ordinary
meeting within fifteen (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 take majority decisions
even if less than the quorum of Members is present or represented.
6.3.4.2
Subject to Section 4.5 each Member present or represented in the meeting shall have one vote.
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6.3.4.3
A Party which the General Assembly has declared according to Section 4.2 to be a Defaulting Party
may not vote or participate in any Consortium Body decision-making following the declaration of default
nor their presence shall account for the relevant quorum.
6.3.4.4
Decisions shall be taken by a majority of two-thirds (2/3) of the votes cast except in the following
instances which require the unanimous vote of the General Assembly:
a) entry of a new entity to the Project and
b) approval of any further conditions for the accession of such new entity to the Project.
6.3.5 Veto rights
6.3.5.1
A Party 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 General Assembly
may exercise a veto with respect to the corresponding decision or relevant part of the decision. Such
veto shall be reasonably and duly justified.
6.3.5.2
When the decision is foreseen on the original agenda, a Party may only veto such a decision during the
meeting.
6.3.5.3
When a decision has been taken on a new item added to the agenda before or during the meeting, a
Party may veto such decision during the meeting or within fifteen (15) calendar days after receipt of the
draft minutes of the meeting.
6.3.5.4
When a decision has been taken without a meeting a Party may veto such decision within 15 calendar
days after receipt of the written notice by the chairperson of the outcome of the vote.
6.3.5.5
In case of exercise of veto, the Parties shall make every effort to resolve the matter which occasioned
the veto to the general satisfaction of all Parties within sixty (60) calendar days from the date the veto
was issued. The timelines may be reduced if such is necessary to meet formal deadlines.
If the matter cannot be resolved within sixty (60) calendar days from the date the veto was issued, the
vetoing Party shall confirm its intention to commence the dispute settlement procedure in Section 11.8
of the Consortium Agreement.
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6.3.5.6
A Party may neither veto decisions relating to its identification to be in breach of its obligations nor to its
identification as a Defaulting Party. The Defaulting Party may not veto decisions relating to its
participation and termination in the consortium or the consequences of them.
6.3.5.7
A Party requesting to leave the consortium may not veto decisions relating thereto.
6.3.6 Minutes of meetings
6.3.6.1
The chairperson shall produce written minutes of each meeting which shall be the formal record of all
decisions taken. The chairperson shall send draft minutes to all Members within ten (10) calendar days
of the meeting.
6.3.6.2
The minutes shall be considered as accepted if, within fifteen (15) calendar days from receipt, no
Member has sent an objection to the chairperson with respect to the accuracy of the draft minutes by
written notice.
6.3.6.3
The chairperson shall send the accepted minutes to all the Members, and to the Coordinator, who shall
retain copies of them.
6.4 Specific operational procedures for the Consortium Bodies
6.4.1 General Assembly
The General Assembly shall consist of one (1) representative of each Party (hereinafter referred to as
“Member”).
Each Member shall be deemed to be duly authorised to deliberate, negotiate and decide on all matters
listed in this article.
The Coordinator shall chair all meetings of the General Assembly, unless decided otherwise by the
General Assembly.
The Parties agree to abide by all decisions of the General Assembly.
This does not prevent the Parties from exercising their veto rights, according to Sections 4.5 and 6.3.5,
or from submitting a dispute for resolution in accordance with the provisions of settlement of disputes in
Section 11.8 of this Consortium Agreement.
The General Assembly 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 General Assembly and for the avoidance of doubt do not
require a separate amendment of this Consortium Agreement under section 11.4:
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Content, finances and intellectual property rights
− Proposals for changes to Annexes 1 and 2 of the Grant Agreement to the Granting Authority
− Changes to the Consortium Plan
− Modifications to or withdrawal from Background in Attachment 1 (Background Included)
− Additions to Attachment 3 (List of Third Parties for simplified transfer according to Section 8.3.2)
− Additions to Attachment 4 (Identified entities under the same control)
Evolution of the consortium
− Entry of a new Party to the Project and approval of the settlement on the conditions of the
accession of such a new Party
− Withdrawal of a Party from the Project and the approval of the settlement on the conditions of
the withdrawal
− Cause written notice to be sent to a Party in breach of its obligations under this Consortium
Agreement or the Grant Agreement
− 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 consortium and measures relating thereto
− Proposal to the Granting Authority for a change of the Coordinator
− Proposal to the Granting Authority for suspension of all or part of the Project
− Proposal to the Granting Authority for termination of the Project and the Consortium Agreement
Appointments
On the basis of the Grant Agreement, the appointment, if necessary, of:
− Scientific Advisory Board Members
− Ethics Advisory Board Members
In the case of abolished tasks as a result of a decision of the General Assembly, Members shall
rearrange the tasks of the Parties concerned. Such rearrangement shall take into consideration any
prior legitimate commitments which cannot be cancelled.
6.4.2 Management Board
The Management Board is the body responsible for the day-to-day management of the project and for
monitoring its execution.
The Management Board shall convene regular meetings, in compliance with article 6.3.2.1, to assess
and monitor the development of Work Packages and for identifying deviations in the project plan and
implementation of contingency measures.
The Management Board shall:
− support the Coordinator in preparing meetings with the Granting Authority and in preparing
related data and deliverables
− prepare the content and timing of press releases and joint publications by the consortium or
proposed by the Granting Authority in respect of the procedures of the Grant Agreement Article
17 and Annex 5 Section “Communication, Dissemination, Open Science and Visibility” and of
Section 8 of this Consortium Agreement.
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The Management Board is composed by the project management team (BSC, ELIXIR-Hub, EMPIRICA)
and the WP Leaders, and is coordinated by BSC.
6.5 Coordinator
6.5.1
The Coordinator shall be the intermediary between the Parties and the Granting Authority and shall
perform all tasks assigned to it as described in the Grant Agreement and in this Consortium Agreement.
6.5.2
In particular, the Coordinator shall be responsible for:
− monitoring compliance by the Parties with their obligations under this Consortium Agreement
and the Grant Agreement
− keeping the address list of Members and other contact persons updated and available
− collecting and submitting reports, other deliverables (including financial statements and related
certification) and specific requested documents to the Granting Authority. Chairing and
preparing meetings, proposing decisions, and drafting the agenda of the General Assembly
meetings, preparing the minutes and monitoring the implementation of decision taken at
meetings
− organizing, chairing, and preparing the minutes of the meetings of the Management Board for
monitoring the implementation of the WPs (including Deliverables, Milestones, Objectives) as
set in the Grant Agreement.
− coordinating the Scientific Advisory Board (SAB)
− supporting BBMRI in the coordination of the Ethics Advisory Board (EAB)
− transmitting promptly documents and information connected with the Project to any other Party
concerned
− administering the financial contribution of the Granting Authority and fulfilling the financial tasks
described in Section 7.3
− providing, upon request, the Parties with official copies or originals of documents that are in the
sole possession of the Coordinator when such copies or originals are necessary for the Parties
to present claims.
If one or more of the Parties is late in submission of any Project deliverable, the Coordinator may
nevertheless submit the other Parties’ Project deliverables and all other documents required by the
Grant Agreement to the Granting Authority in time.
6.5.3
If the Coordinator fails in its coordination tasks, the General Assembly may propose to the Granting
Authority to change the Coordinator.
6.5.4
The Coordinator shall not be entitled to act or to make legally binding declarations on behalf of any other
Party or of the consortium, unless explicitly stated otherwise in the Grant Agreement or this Consortium
Agreement. Such mandate being limited to the following: (i) countersigning Attachment 2 (accession
document) of this Consortium Agreement with a new Party in response to a decision taken by the
General Assembly according to Section 3.1; or (ii) signing a non-disclosure agreement with each
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member of the Scientific Advisory Board and the Ethics Advisory Board in accordance with Sections 6.6
and 6.7.
6.5.5
The Coordinator shall not enlarge its role beyond the tasks specified in this Consortium Agreement and
in the Grant Agreement.
6.6 Scientific Advisory Board (SAB)
A Scientific Advisory Board (SAB) will be appointed and steered by the General Assembly as set in the
Grant Agreement. The SAB shall assist and facilitate the decisions made by the General Assembly. Its
major roles are advising the Project to assess the progress, performance, and achievements of the
scientific work and how to utilise these for a maximised societal benefit. Specifically, to maximise the
impact of the project as a whole, identifying new opportunities.
By way of exception to Section 6.5.4 above, the Parties hereby mandate the Coordinator to execute, in
their name and on their behalf, a non-disclosure agreement (hereafter “NDA”) with each member of the
SAB, in order to protect Confidential Information disclosed by any of the Parties to any member of the
SAB. The NDA for the SAB members is enclosed in Attachment 5. The mandate of the Coordinator
comprises solely the execution of the NDA in Attachment 5. A copy of any executed NDA shall be sent
by the Coordinator to all of the Parties.
If any modification is to be implemented in a negotiated NDA, the Partners will have to be informed and
asked whether they give a mandate to the Coordinator or decide to sign the NDA on their own behalf.
Its terms shall be consistent with and not less stringent than those stipulated in this the Consortium
Agreement and it shall be concluded no later than thirty (30) days after their nomination or before any
confidential information will be exchanged/disclosed, whichever date is earlier.
BSC as coordinator of the Scientific Advisory Board shall write the minutes of the SAB meetings and
submit them to the General Assembly. The SAB members shall be allowed to participate in General
Assembly meetings upon invitation but have not any voting rights.
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6.7 Ethics Advisory Board (EAB)
The Ethics Advisory Board (EAB) is composed of experts with detailed knowledge of ethical policies
appointed and steered by the General Assembly, which, according to the Grant Agreement, shall ensure
that the composition of the EAB is appropriate to provide the guidance required.
The Ethics Advisory Board will advise the General Assembly and the Management Board, upon request
and provide non-binding advice to the General Assembly and Management Board, as decision making
support.
The Ethics Advisory Board will be responsible for:
a) reviewing the proper application of the ethical rules by the Parties
b) providing non-binding advice to the General Assembly, the Management Board; and
c) providing non-binding advice on the compliance with European ethical laws and
regulations and with different guidelines, laws and regulations.
By way of exception to Section 6.5.4 above, the Parties hereby mandate the Coordinator to execute, in
their name and on their behalf, a non-disclosure agreement (hereafter “NDA”) with each member of the
EAB, in order to protect Confidential Information disclosed by any of the Parties to any member of the
EAB. The NDA for the EAB members is enclosed in Attachment 5. The mandate of the Coordinator
comprises solely the execution of the NDA in Attachment 5. A copy of any executed NDA shall be sent
by the Coordinator to all of the Parties.
If any modification is to be implemented in a negotiated NDA, the Partners will have to be informed and
asked whether they give a mandate to the Coordinator or decide to sign the NDA on their own behalf.
Its terms shall be consistent with and not less stringent than those stipulated in this Consortium
Agreement, and it shall be concluded no later than thirty (30) days after their nomination or before any
confidential information will be exchanged/disclosed, whichever date is earlier.
The EAB will meet upon request of the General Assembly, Management Board or Coordinator but at
least once every twelve (12) months during the Action.
BBMRI as Coordinator of the Ethics Advisory Board shall write the minutes of the meetings and submit
them to the General Assembly.
7 Financial provisions
Section 7 of the Consortium Agreement does not apply to Associated Partners.
7.1 General Principles
7.1.1 Distribution of Financial Contribution
The financial contribution of the Granting Authority to the Project shall be distributed by the Coordinator
according to:
− the Consortium Plan.
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− the approval of reports by the Granting Authority, and
− the provisions of payment in Section 7.3.
A Beneficiary shall be funded only for its tasks carried out in accordance with the Consortium Plan.
7.1.2 Justifying Costs
In accordance with its own usual accounting and management principles and practices, each Beneficiary
shall be solely responsible for justifying its costs (and those of its Affiliated Entities, if any) with respect
to the Project towards the Granting Authority. Neither the Coordinator nor any of the other Parties shall
be in any way liable or responsible for such justification of costs towards the Granting Authority.
7.1.3 Funding Principles
A Beneficiary that spends less than its allocated share of the budget as set out in the Consortium Plan
or – in case of reimbursement via unit costs - implements less units than foreseen in the Consortium
Plan will be funded in accordance with its units/actual duly justified eligible costs only.
A Beneficiary that spends more than its allocated share of the budget as set out in the Consortium Plan
will be funded only in respect of duly justified eligible costs up to an amount not exceeding that share.
7.1.4 Financial risk management; Return of Excess payments; receipts
The Coordinator will take those reasonable steps it deems necessary to assess the financial capacity
of the Parties to implement the action and communicate these steps to the Parties concerned, for
example through the Project risk register. Without prejudice to financial risk management described
elsewhere in this Consortium Agreement, where the Coordinator identifies risks in that respect, and
believes further or alternative measures may be necessary, the Coordinator - after having discussed
this matter with the Party concerned - shall put this matter on the agenda for the next meeting – or in
case of urgency an extraordinary meeting – of the General Assembly and - in consultation with the
Granting Authority and the Parties shall suggest measures to be taken to mitigate and manage these
risks. These measures might include for the relevant Party: a payment schedule deviating from the one
agreed herein or more detailed financial and progress reporting.
7.1.5 Excess payments
A Beneficiary has received excess payment
a) if the payment received from the Coordinator exceeds the amount declared or
b) if a Beneficiary has received payments but, within the last year of the Project, its real Project
costs fall significantly behind the costs it would be entitled to according to the Consortium Plan.
In case a Beneficiary has received excess payment, the Beneficiary has to inform the Coordinator and
return the relevant amount to the Coordinator without undue delay. In case no refund takes place within
thirty (30) days upon request for return of excess payment from the Coordinator, the Party is in
substantial breach of the Consortium Agreement as provided for under Section 4.2.
Unless otherwise agreed by the General Assembly, amounts which are not refunded by a breaching
Party and which are not due to the Granting Authority, shall be apportioned by the Coordinator to the
remaining Parties pro rata according to their share of total costs of the Project as identified in the
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Consortium Budget, until recovery from the breaching Party is possible. The General Assembly decides
on any legal actions to be taken against the breaching Beneficiary.
7.1.6 Revenue
In case a Beneficiary earns any revenue that is deductible from the total funding as set out in the
Consortium Plan, the deduction is only directed toward the Beneficiary earning such revenue. The other
Beneficiaries financial share of the budget shall not be affected by one Beneficiary’s revenue. In case
the relevant revenue is more than the allocated share of the Beneficiary as set out in the Consortium
Plan, the Beneficiary shall reimburse the funding reduction suffered by other Parties.
7.1.7 Financial Consequences of the termination of the participation of a Party
A Beneficiary leaving the consortium shall refund to the Coordinator any payments it has received except
the amount of contribution accepted by the Granting Authority or another contributor.
In addition, a Defaulting Party shall, within the limits specified in Section 5.2 of this Consortium
Agreement, bear any reasonable and justifiable additional costs occurring to the other Parties in order
to perform the leaving Party´s task and necessary additional efforts to fulfil them as a consequence of
the Party leaving the consortium. The General Assembly should agree on a procedure regarding
additional costs which are not covered by the Defaulting Party or the Mutual Insurance Mechanism. In
absence of any alternative agreement, any such additional costs shall be apportioned by the Coordinator
to the remaining Beneficiaries pro rata according to their share of total costs of the Project, as set out in
the Consortium Budget, and shall be transferred promptly to the Coordinator. The General Assembly
decides on any legal actions to be taken against the breaching Beneficiary.
7.2 Budgeting
The budget set out in the Consortium Plan 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 Beneficiaries are the exclusive task of the Coordinator.
In particular, the Coordinator shall:
- transfer promptly and without unjustified delay payments for the Project due to Beneficiaries
and provide documentary evidence of transfer on request by a Beneficiary
- notify the Beneficiary 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 and in maintaining financial
accounts, and
- undertake to keep the Granting Authority’s financial contribution to the Project separated from
its normal business accounts, its own assets and property except if the Coordinator is a Public
Body or is not entitled to do so due to statutory legislation.
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With reference to Article 22 of the Grant Agreement, no Beneficiary shall before the end of the Project
receive more than its allocated share of the maximum grant amount less the amounts retained by the
Granting Authority for the Mutual Insurance Mechanism and for the final payment.
7.3.2
The transfer of the initial pre-financing, the additional pre-financings (if any) and interim payments to
Parties will be handled in accordance with Article 22.1. and Article 7 of the Grant Agreement.
Funding of costs included in the Consortium Plan will be paid by the Coordinator to the Beneficiaries
after receipt of payments from the Granting Authority without undue delay and in conformity with the
provisions of the Grant Agreement. Costs accepted by the Granting Authority will be paid to the Party
concerned.
The Coordinator is entitled to withhold any payments due to a Beneficiary identified by the General
Assembly to be in breach of its obligations under this Consortium Agreement or the Grant Agreement
or to a Beneficiary which has not yet signed this Consortium Agreement. The Coordinator is entitled to
recover any payments already paid to a Defaulting Beneficiary except the costs already claimed by the
Defaulting Beneficiary and accepted by the Granting Authority. The Coordinator is equally entitled to
withhold payments to a Party when this is suggested by or agreed with the Granting Authority.
8 Results
Results are owned by the Party and/or by the Party’s researchers that generates them. In the event
where Results were generated by more than one Party, the Parties whose employee contributed
inventively to the Results shall have joint ownership of the Results. The shares of each of the joint
owners to the jointly owned Results shall be defined between the co-owners according to the inventors`
shares.
8.1 Ownership of Results
Results are owned by the Party and/or by the Party’s researchers that generates them. In the case that
applicable national laws assign ownership of results to the employee and not to the Party, the Party
shall be responsible and shall ensure to the Consortium Parties that all the obligations, duties and rights
defined in this Consortium Agreement shall be fully respected and properly implemented.
8.2 Joint ownership
Joint ownership is governed by Grant Agreement Article 16.4 and its Annex 5, Section Ownership of
results, with the following additions:
In case of joint Results generated within the scope of the Consortium, the Parties concerned will, as
soon as possible, conclude a separate written joint ownership agreement on how to exercise such
ownership. The terms of such joint ownership agreement will be negotiated in good faith and stipulated
by the Parties concerned.
Unless otherwise agreed in writing by the joint owners, and while there is not an ownership agreement
in place:
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− each of the joint owners shall be entitled to use their jointly owned Results for internal non-
commercial research and teaching activities including research contracts in national and
European funded projects with third parties provided it does not lead to any commercial or
monetary benefit to third parties involved in such cooperative research project on a royalty-free
basis, and without requiring the prior consent of the other joint owner(s).
− each of the joint owners shall be entitled to otherwise Exploit the jointly owned Results and to
grant non-exclusive licenses to third parties (without any right to sub-license), if the other joint
owners are given: (a) at least 45 calendar days advance notice; and (b) fair and reasonable
compensation.
The joint owners shall agree on all protection measures and the division of related cost in advance.
8.3 Transfer of Results
8.3.1
Each Party may transfer ownership of its own Results, including its share in jointly owned Results,
following the procedures of the Grant Agreement Article 16.4 and its Annex 5, Section Transfer and
licensing of results, sub-section “Transfer of ownership”.
8.3.2
Each Party may identify specific third parties it intends to transfer the ownership of its Results to in
Attachment (3) of this Consortium Agreement. The other Parties hereby waive their right to prior notice
and their right to object to such a transfer to listed third parties according to the Grant Agreement Article
16.4 and its Annex 5, Section Transfer of licensing of results, sub-section “Transfer of ownership”, 3rd
paragraph.
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 under the Consortium Agreement and the Grant
Agreement will not be affected by such transfer. Any addition to Attachment (3) after signature of this
Consortium Agreement requires a decision of the General Assembly.
8.3.4
The Parties recognise that in the framework of a merger or an acquisition of an important part of its
assets, it may be impossible under applicable EU and national laws on mergers and acquisitions for a
Party to give at least forty-five (45) calendar days prior notice for the transfer as foreseen in the Grant
Agreement.
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
8.4.1
Subject to the terms in the Grant Agreement and this Consortium Agreement, the Parties shall
endeavour to disseminate Results by means of scientific publications, presentations at symposia, etc.
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All dissemination activities shall be subject to established academic standards and custom and shall be
carried out in respect of the limitations set out in Sections 8.4 and 10.
For the avoidance of doubt, the confidentiality obligations set out in Section 10 apply to all dissemination
activities described in this Section 8.4 as far as Confidential Information is involved.
8.4.2 Dissemination of own (including jointly owned) Results
8.4.2.1
During the Project and for a period of one (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 procedure of Article 17.4 of the Grant Agreement and its Annex 5, Section
Dissemination, subject to the following provisions.
Prior notice of any planned publication shall be given to the other Parties at least forty-five (45) calendar
days before the publication. Any objection to the planned publication shall be made in accordance with
the Grant Agreement by written notice to the Coordinator and to the Party or Parties proposing the
dissemination within thirty (30) calendar days after receipt of the notice. If no objection is made within
the time limit stated above, the publication is permitted.
Excluded from the need of prior notice are submissions of abstracts to scientific meetings and
congresses, provided that they do not disclose details of research or confidential information of other
Parties, and provided that the submission can be retracted if objections by other Parties occur. Such
abstracts need to be sent to the other Parties before submission.
8.4.2.2
An objection is justified if
a) the protection of the objecting Party's Results or Background would be adversely affected, or
b) the objecting Party's legitimate interests in relation to its Results or Background would be
significantly harmed, or
c) the proposed publication includes Confidential Information of the objecting Party.
The objection has to include a precise request for necessary modifications.
8.4.2.3
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 measures are taken following the discussion.
In the case of peer-reviewed publications to a scientific journal which are subject to specific submission
deadlines, the Parties involved will do their best efforts to solve the issue amicably to enable the timely
submission of the abstract.
8.4.2.4
The objecting Party can request a publication delay of not more than 90 calendar days from the time it
raises such an objection. After ninety (90) calendar days the publication is permitted, provided that the
objections of the objecting Party have been addressed.
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8.4.3 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.
8.4.4 Cooperation obligations
The Parties undertake to cooperate to allow the timely submission, examination, publication and defense
of any dissertation or thesis for a degree that includes their Results or Background subject to the
confidentiality and publication provisions agreed in this Consortium Agreement.
8.4.5 Use of names, logos or trademarks
Nothing in this Consortium 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.
8.4.6 Authorship
Authorship on publications will be based on academic standards and custom. In accordance with normal
academic practice, all investigators and contributors to a publication will be acknowledged, always in
compliance with recognized standards concerning publication and authorship, including the most recent
“Recommendations for the Conduct, Reporting, Editing and Publications of Scholarly Work in Medical
Journals” developed by the International Committee of Medical Journal Editors (ICMJE).
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 additional Background to Attachment 1 during the Project provided they give written
notice to the other Parties. However, approval of the General Assembly 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 Consortium Plan and shall bear sole
responsibility for ensuring that its acts within the Project do not knowingly infringe third party property
rights.
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9.2.2
Any Access Rights granted exclude any rights to sublicense unless expressly stated otherwise.
9.2.3
Access Rights shall be free of any administrative transfer costs.
9.2.4
Access Rights are granted on a non-exclusive basis.
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.
9.3 Access Rights for implementation
Access Rights to Results and Background Needed for the performance of the own work of a Party under
the 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
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 non-commercial research and for teaching activities shall be granted
on a royalty-free basis.
9.4.2
Subject to third parties’ rights as well as any legal or contractual limitations defined in Attachment 1,
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 (12) months after the end of the Project or, in
the case of Section 9.7.2.1.2, after the termination of the requesting Party’s participation in the Project.
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9.5 Access Rights for entities under the same control
Entities under the same control have Access Rights under the conditions of the Grant Agreement Article
16.4 and its Annex 5, Section "Access rights to results and background”, sub-section “Access rights for
entities under the same control if they are identified in [Attachment 4 (Identified entities under the same
control) to this Consortium Agreement.
Such Access Rights must be requested by the entity under the same control 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 entity under the same control [listed in Attachment 4]. Access Rights to an entity under the
same control shall be granted on Fair and Reasonable conditions and upon written bilateral agreement.
Entities under the same control which obtain Access Rights in return fulfil all obligations accepted by the
Parties under the Grant Agreement or this Consortium Agreement as if such entities were Parties.
Access Rights may be refused to entities under the same control if such granting is contrary to the
legitimate interests of the Party which owns the Background or the Results.
Access Rights granted to any entity under the same control are subject to the continuation of the Access
Rights of the Party with whom it is under the same control and shall automatically terminate upon
termination of the Access Rights granted to such Party.
Upon cessation of the status as an entity under the same control, any Access Rights granted to such
former entity under the same control shall lapse.
Further arrangements with entities under the same control may be negotiated in separate agreements.
9.6 Additional Access Rights
For the avoidance of doubt any grant of Access Rights not covered by the Grant Agreement or this
Consortium 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.
9.7 Access Rights for Parties entering or leaving the consortium
9.7.1 New Parties entering the consortium
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.
9.7.2 Parties leaving the consortium
9.7.2.1 Access Rights granted to a leaving Party
9.7.2.1.1 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 General
Assembly to terminate its participation in the consortium.
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9.7.2.1.2 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 Section 9.4.3.
9.7.2.2 Access Rights to be granted by any leaving Party
Any Party leaving the Project shall continue to grant Access Rights pursuant to the Grant Agreement
and this Consortium Agreement as if it had remained a Party for the whole duration of the Project.
9.8 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.
10 Non-disclosure of information
10.1
All information in whatever form or mode of communication, 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” at the time of disclosure, or when
disclosed orally has been identified as confidential at the time of disclosure and has been confirmed and
designated in writing within fifteen (15) calendar 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 on non-disclosure
under the Grant Agreement, for a period of five (5) years after the final payment of the Granting Authority
(the Coordinator shall notify the Associated Partner about the date of the final payment):
− not to use Confidential Information otherwise than for the purpose for which it was disclosed;
− not to disclose Confidential Information 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, or destroy, on request all Confidential Information that has
been disclosed to the Recipients including all copies thereof and to delete all information stored
in a machine-readable form to the extent practically possible. This shall not apply to such copies
of electronically exchanged or stored Confidential Information which are necessary for routine
information technology back-up. The Recipients may keep a copy to the extent it is required to
keep, archive or store such Confidential Information because of compliance with applicable laws
and regulations or for the proof of on-going obligations provided that the Recipient complies
with the confidentiality obligations herein contained with respect to such copy.
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10.3
The Recipients shall be responsible for the fulfilment 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 has become or 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
confidentiality by a third party who is to the best knowledge of the Recipient in lawful possession
thereof and under no obligation of confidentiality to the Disclosing Party;
− the disclosure or communication of the Confidential Information is foreseen by provisions of the
Grant Agreement;
− the Confidential Information, at any time, was developed by the Recipient completely
independently of any such disclosure by the Disclosing Party;
− 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
Section 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 Recipient shall promptly inform the relevant Disclosing Party by written notice 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 Recipient 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,
or in the case of an Associated Partner - with a reporting requirement from its national funding authority,
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.
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Notwithstanding the foregoing, if any Confidential Information relating to EMBL is sought from another
Party by any governmental body, such Party shall (i) promptly notify EMBL of this fact or where the Party
is prohibited by applicable law or the governmental body from notifying EMBL of such request, so notify
EMBL upon the lapse, termination, removal or modification of such prohibition, (ii) consult with EMBL
regarding the Party’s response to the demand or request by such governmental body; (iii) cooperate
with EMBL’s reasonable requests to prevent disclosure; (iv) to the extent permissible by law, seek to
contest, limit or challenge the demand or request, and request such governmental body to redirect the
relevant request for disclosure directly to EMBL; (v) provide EMBL a true, correct and complete copy of
the Party’s response to such demand or request; and (vi) keep EMBL informed of all developments and
communications with the governmental body.
11 Miscellaneous
11.1 Attachments, inconsistencies and severability
This Consortium Agreement consists of this core text and:
− Attachment 1 (Background included)
− Attachment 2 (Accession document)
− Attachment 3 (List of third parties for simplified transfer according to Section 8.3.2)
− Attachment 4 (Identified entities under the same control)
− Attachment 5 (NDA for SAB and EAB)
In case the terms of this Consortium Agreement are in conflict with the terms of the Grant Agreement,
the terms of the latter shall prevail. In case of conflicts between the attachments and the core text of this
Consortium Agreement, the latter shall prevail.
Should any provision of this Consortium Agreement become invalid, illegal or unenforceable, it shall not
affect the validity of the remaining provisions of this Consortium Agreement. In such a case, the Parties
concerned shall be entitled to request that a valid and practicable provision be negotiated that fulfils the
purpose of the original provision.
11.2 No representation, partnership or agency
Except as otherwise provided in Section 6.5.4, no Party shall be entitled to act or to make legally binding
declarations on behalf of any other Party or of the consortium. Nothing in this Consortium 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.
11.3 Formal and written notices
Any notice to be given under this Consortium Agreement shall be addressed to the recipients as listed
in the most current address list kept by the Coordinator.
Any change of persons or contact details shall be immediately communicated to the Coordinator by
written notice. The address list shall be accessible to all Parties.
Formal notices:
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If it is required in this Consortium Agreement (Sections 4.2, 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 with acknowledgement
of receipt.
Written notice:
Where written notice is required by this Consortium Agreement, this is fulfilled also by other means of
communication such as e-mail with acknowledgement of receipt.
11.4 Assignment and amendments
Except as set out in Section 8.3, no rights or obligations of the Parties arising from this Consortium
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 this Consortium Agreement not explicitly listed in Section
6.4.1 require a separate written agreement to be signed between all Parties.
11.5 Mandatory national law
Nothing in this Consortium Agreement shall be deemed to require a Party to breach any mandatory
statutory law under which the Party is operating.
11.6 Language
This Consortium Agreement is drawn up in English, which language shall govern all documents, notices,
meetings, arbitral proceedings and processes relative thereto.
11.7 Applicable law
This Consortium Agreement shall be construed in accordance with and governed by the laws of Belgium
excluding its conflict of law provisions.
Nothing in this Consortium Agreement will be interpreted as a waiver of EMBL’s privileges or immunities
as International Organisation, as accorded by its constituent documents or international law.
11.8 Settlement of disputes
The Parties shall endeavour to settle their disputes amicably.
All disputes arising out of or in connection with this Consortium Agreement, which cannot be solved
amicably, shall be finally settled by the courts of Brussels.
Nothing in this Consortium Agreement shall limit the Parties' right to seek injunctive relief in any
applicable competent court.
Notwithstanding the foregoing, any disputes involving EMBL which cannot be solved amicably shall be
referred to arbitration and finally be settled under the WIPO Expedited Arbitration Rules. The arbitration
proceedings shall take place in Brussels and the language to be used shall be English. The arbitral
award will be binding on all parties and will not be subject to appeal. The Parties involved in any such
disputes are not entitled to seek injunctive relief other than through Emergency Relief Proceedings in
accordance with Article 43 of the WIPO Expedited Arbitration Rules. Where a Party can demonstrate
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that, due to its nature of public entity, it is not allowed by its statutes or its national law to submit its
disputes to arbitration and where any dispute, controversy or claim arises between such Party and EMBL
that cannot be resolved amicably the interested Parties will undertake to resolve such dispute in a way
and by means acceptable to them. For the avoidance of doubt, this may not be construed as an
acceptance by EMBL of the jurisdiction of any court.
12 Signatures
AS WITNESS:
The Parties have caused this Consortium Agreement to be duly signed by the undersigned authorised
representatives in separate signature pages, the day and year first above written.
Party 1
BARCELONA SUPECOMPUTING CENTER-CENTRO NACIONAL DE SUPERCOMPUTACIÓN
(BSC)
Signature: Fecha: 2023.06.22
Name: 10:33:17 +02'00'
Title:
Date
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Party 2 - BIOBANKS AND BIOMOLECULAR RESOURCES RESEARCH INFRASTRUCTURE
CONSORTIUM (BBMRI-ERIC)
Signature:
Date: 06-07-2023
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Party 3 - EUROPEAN MOLECULAR BIOLOGY LABORATORY and the EUROPEAN MOLECULAR
BIOLOGY LABORATORY as part of and mandated by the ELIXIR Consortium,
For the ELIXIR Hub:
Signature:
Name}
Title:
Date: SY 6 162 2
For EMBL:
Signature:
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Party 4 - UNIVERSITETET I OSLO (UiO)
Signatur 1/5- A3
Name:
Title:
Date: a
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Party 5 - FUNDACION SECTOR PUBLICO ESTATAL CENTRO NACIONAL INVESTIGACIONES
ONCOLOGICAS CARLOS Ill (FSP CNIO)
Signature
Name:
Title:
Date:
Acknowledged and approved by the CNIO Scientific Director
Title:
Date: 22 May 2023
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Party 6 - CENTRE NATIONAL DE LA RECHERCHE SCIENTIFIQUE (CNRS)
Signature:
Name:
Title:
Date: [1 5 JUIN 2099
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Party 7 - UNIVERZITA PALACKEHO V OLOMOUCI (UPOL)
Signature:
Name: prof. MUDr. Martin Prochazka, Ph.D
Title: Rector and Legal Representative of UPOL
Date:
Datum:
2023.06.05
10:04:11 +02'00'
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Party 8- STICHTING HET NEDERLANDS KANKER INSTITUUT - ANTONI VAN LEEUWENHOEK
ZIEKENHUIS (NKI)
Signature
Date: J0 [Mag LO2%
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Party 9 - ACADEMISCH ZIEKENHUIS GRONINGEN (UMCG)
Name:
Title:
Date: 16-06-2023
For read and acknowledged:
7
Date: 15 june 2023
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Party 10 — ETHNIKO KENTRO EREVNAS KAI TECHNOLOGIKIS ANAPTYXIS (CERTH)
Signature:
Name:
Date: 09/06/2023
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Party 11 - CONSIGLIO NAZIONALE DELLE RICERCHE (CNR)
Signature:
Date:
22.06.2023
14:24:47
GMT+01:00
44 /
DocuSign Envelope ID: 57D91C47-2C56-443E-9C31-1FE84E6E9AC6
EOSC4Cancer Consortium Agreement, version 10 - FINAL
Party 12 - FUNDACIO PRIVADA INSTITUT D'INVESTIGACIO ONCOLOGICA DE VALL-HEBRON
(VHIO)
Signature:
Name:
Date: 12/06/2023
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EOSC4Cancer Consortium Agreement, version 10 - FINAL
Party 13 = EMPIRICA GESELLSCHAFT FUR KOMMUNIKATIONS UND
TECHNOLOGIEFORSCHUNG MBH (EMPIRICA)
Signature
Name:
Title:
Date
Signature
Date
DocuSign Envelope ID: EE15BE74-118D-446A-A07F-FC52ADDABC8B
EOSC4Cancer Consortium Agreement, version 10 - FINAL
Party 14 - EATRIS ERIC
Signature:
Name:
tr
Date: 25-May-2023 | 17:33 CEST
1/
EOSC4Cancer Consortium Agreement, version 10 - FINAL
Party 15 - FUNDACIO CENTRE DE REGULACIO GENOMICA (CRG)
Signature: Fecha: 2023.06.12
Date: 09:07:21 +02'00°
48 /
EOSC Cons4 ortiuC m Aga reemen nt, c versie on 1r 0 - FINAL
Party 16 - DEUTSCHES KREBSFORSCHUNGSZENTRUM HEIDELBERG (DKFZ)
Title:
Date: 72.07, 2029
Signature:
Name:
Title:
Date: 42.02.2621]
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Party 17 — Instruct-ERIC
Signature: 12023
Name:
meTitle 23105
50 /
EOSC4Cancer Consortium Agreement, version 10 - FINAL
Party 18 - EU-OPENSCREEN (EU-OS)
Signature:
Date: 19.05.2023
51/
EOSC4Cancer Consortium Agreement, version 10 - FINAL
Party 19 = ALBERT-LUDWIGS-UNIVERSITAET FREIBURG (ALU-FR)
Signature Datum: 2023.05.19 09:56:03 +02'00'
vane: NN
Title:
Date:
52 /
DocuSign Envelope ID: C6D81C95-5A6F-4D6A-98D0-F8CE1C3CE7E6
EOSC4Cancer Consortium Agreement, version 10 - FINAL
Party 20 - ECRIN EUROPEAN CLINICAL RESEARCH INFRASTRUCTURE NETWORK (ECRIN)
Signature:
Date: 28/6/2023
53 /
EOSC4Cancer Consortium Agreement, version 10 - FINAL
Party 21 - EURO-BIOIMAGING ERIC
Signature:
Date: June 12, 2023
54 /
EOSC4Cancer Consortium Agreement, version 10 - FINAL
Party 22 - INFRAFRONTIER GMBH
Signature:
Name:
Date <3 6. Loz
Signature
Name:
Date: EG OES
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Party 23 - KAROLINSKA INSTITUTET (KI)
Signature(s) Stamp of the organization:
Date:
Signature Electronically signed using eduSign
Name
Title
Signature Electronically signed using eduSign
Name
Title
| acknowledge that | have read and agree to be bound by the above terms and conditions, and |
undertake to ensure that all personnel working in the Project will be aware of and accept all terms and
conditions of this agreement.
Signature Electronically signed using eduSign
Name
Title
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EOSC4Cancer Consortium Agreement, version 10 - FINAL
Party 24 - Masarykova univerzita (MU)
Signature:
Name:
Date: JÍ 8 +06- 2023
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Party 25 - EUROPEAN CANCER PATIENT COALITION (ECPC)
Signature:
Date: 05/26/2023
58 /
EOSC4Cancer Consortium Agreement, version 10 - FINAL
Party 26 - FUNDACIO INSTITUT DE RECERCA BIOMEDICA (IRB BARCELONA)
Date: 2023.06.01
12:22:21 +02'00'
Signature:
Date:
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EOSC4Cancer Consortium Agreement, version 10 - FINAL
Party 27 - University of Bordeaux (UBx)
Signature:
Name:
Title: | k JUIN 2023
Date:
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EOSC4Cancer Consortium Agreement, version 10 - FINAL
Party 28 — STICHTING LYGATURE (Foundation Lygature)
Signature:
Name:
Date: 6/8/2023 | 13:47:41 CEST
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Associated Partner - THE UNIVERSITY OF MANCHESTER (UNIMAN)
Signature: 7 Je / 13
Name:
Ti
Date:
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Attachment 1: Background included
According to the Grant Agreement (Article 16.1) Background is defined as “data, know-how or
information (…) that is (…) needed to implement the Action or exploit the results”. Because of this need,
Access Rights have to be granted in principle, but Parties must identify and agree amongst them on the
Background for the Project. This is the purpose of this attachment.
PARTY 1
As to BARCELONA SUPERCOMPUTING CENTER - CENTRO NACIONAL DE
SUPERCOMPUTACIÓN, it is agreed between the Parties that, to the best of their knowledge, the
following Background is hereby identified and agreed upon for the Project. Specific limitations and/or
conditions, shall be as mentioned hereunder:
Describe Background Specific restrictions and/or Specific restrictions and/or
conditions for implementation conditions for Exploitation
(Article 16.4 Grant Agreement (Article 16.4 Grant
and its Annex 5, Section Agreement and its Annex 5,
“Access rights to results and Section “Access rights to
background”, sub-section results and background”,
“Access rights to background sub-section “Access rights
and results for implementing for exploiting the results”)
the Action”)
OEB Suite. A set of tools that Access to the specified software Its use for any other activity,
allows to evaluate the quality shall be limited exclusively to the including its direct exploitation
of the results of the research tasks necessary for the and/or use to exploit the
performed in the context of implementation of the project and results of the present project,
Bioinformatics. It is composed shall be made under the terms of shall require a separate and
of different components that the license corresponding to each specific agreement.
can be used separately or of the components (listed below).
combined depending on
specific needs. The Access to the specified know-how Its use for any other activity,
components are: OEB shall be limited exclusively to the including its direct exploitation
Scientific Benchmarking, OEB necessary tasks for the and/or use to exploit the
Technical Monitoring, OEB implementation of the project. results of the present project,
Observatory and OEB Portal. will require a separate and
Methodology for the optimal Access to the specific software specific agreement.
use and exploitation of OEB shall be limited to the tasks Its use for any other activity,
Suite and its components associated with the including its direct exploitation
implementation of the project and and/or use to exploit the
OEB Scientific Benchmarking. shall be carried out under the results of the present project,
conditions imposed by the open will require a separate and
OEB Technical Monitoring.. source licenses identified for its specific agreement.
components.
Access to the specified software Its use for any other activity,
shall be limited exclusively to the including its direct exploitation
works that are necessary for the and/or use to exploit the
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OEB Observatory implementation of the project and results of the present project,
OEB Portal shall conform to the conditions of will require a separate and
the LGPL-2.1 License. specific agreement.
BIOBB Its use for any other activity,
OpenVRE Access to the specified software including its direct exploitation
WfExS shall be limited exclusively to the and/or use to exploit the
Ruby bioinformatics toolkit works that are necessary for the results of the present project,
(Rbbt workflows) implementation of the project and will require a separate and
shall conform to the conditions of specific agreement.
the GPL-3.0 License. Its use for any other activity,
including its direct exploitation
Access to the specific software and/or use to exploit the
shall be limited to the tasks results of the present project,
associated with the will require a separate and
implementation of the project and specific agreement.
shall be carried out under the
conditions imposed by the open Its use for any other activity,
source licenses identified for its including its direct exploitation
components. and/or use to exploit the
results of the present project,
Access to the specific software will require a separate and
shall be limited to the tasks specific agreement.
associated with the
implementation of the project and Its use for any other activity,
shall be carried out under the including its direct exploitation
conditions imposed by an open and/or use to exploit the
source license. results of the present project,
will require a separate and
Access to the specific software specific agreement.
shall be limited to the tasks
associated with the Its use for any other activity,
implementation of the project and including its direct exploitation
shall be carried out under the and/or use to exploit the
conditions imposed by an open results of the present project,
source license. will require a separate and
specific agreement.
Access to the specified software Its use for any other activity,
shall be limited exclusively to the including its direct exploitation
works that are necessary for the and/or use to exploit the
implementation of the project and results of the present project,
shall conform to the conditions of will require a separate and
the Apache 2.0 License. specific agreement.
Access to the specified software
shall be limited exclusively to the
works that are necessary for the
implementation of the project and
shall conform to the conditions of
the MIT License.
This represents the status at the time of signature of this Consortium Agreement.
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Attachment 1: Background included
According to the Grant Agreement (Article 16.1) Background is defined as “data, know-how or
information (…) that is (…) needed to implement the Action or exploit the results”. Because of this need,
Access Rights have to be granted in principle, but Parties must identify and agree amongst them on the
Background for the Project. This is the purpose of this attachment.
PARTY 2
As to BIOBANKS AND BIOMOLECULAR RESOURCES RESEARCH INFRASTRUCTURE
CONSORTIUM (BBMRI-ERIC), it is agreed between the Parties that, to the best of their knowledge, the
following Background is hereby identified and agreed upon for the Project. Specific limitations and/or
conditions, shall be as mentioned hereunder:
Describe Background Specific restrictions and/or Specific restrictions and/or
conditions for implementation conditions for Exploitation
(Article 16.4 Grant Agreement (Article 16.4 Grant
and its Annex 5, Section Agreement and its Annex 5,
“Access rights to results and Section “Access rights to
background”, sub-section results and background”,
“Access rights to background sub-section “Access rights
and results for implementing for exploiting the results”)
the Action”)
BBMRI-ERIC Directory with Software licensed under open- Software licensed under open-
Molgenis source license source license
BBMRI-ERIC Negotiator Software licensed under open- Software licensed under open-
source license source license
BBMRI-ERIC AAI with Perun Software licensed under open- Software licensed under open-
source license source license
BBMRI-ERIC BIBBOX Software licensed under open- Software licensed under open-
framework and App Store source license source license
BBMRI-ERIC Federated Locator: Software licensed under Locator: Software licensed
Platform: Locator & Finder open-source license. Finder: under open-source license.
Proprietary software Finder: Proprietary software
MIABIS Software licensed under open- Software licensed under open-
source license source license
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BBMRI-ERIC ELSI Services Background and/or Material which Background and/or Material
has been accumulated in the field which has been accumulated
of the Project and which has been in the field of the Project and
developed by the specific which has been developed by
research group directly involved in the specific research group
carrying out the Project. Access to directly involved in carrying
certain Background and/or out the Project. Access to
Material and tools may be subject certain Background and/or
to special conditions (GDPR Material and tools may be
compliance, MTA, terms of use, subject to special conditions
training material, etc.). (GDPR compliance, MTA,
terms of use, training material,
etc.).
This represents the status at the time of signature of this Consortium Agreement.
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Attachment 1: Background included
According to the Grant Agreement (Article 16.1) Background is defined as “data, know-how or
information (…) that is (…) needed to implement the Action or exploit the results”. Because of this need,
Access Rights have to be granted in principle, but Parties must identify and agree amongst them on the
Background for the Project. This is the purpose of this attachment.
PARTY 3 EUROPEAN MOLECULAR BIOLOGY LABORATORY and the EUROPEAN MOLECULAR
BIOLOGY LABORATORY as part of and mandated by the ELIXIR Consortium
As to the EUROPEAN MOLECLAR BIOLOGY LABORATORY (for ELIXIR), it is agreed between the
Parties that, to the best of their knowledge, no data, know-how or information of the ELIXIR is Needed
by another Party for implementation of the Project (Article 16.1 and its Annex 5 Grant Agreement,
Section “Access rights to results and background”, sub-section “Access rights to background and results
for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5
Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for
exploiting the results”).
As to the EUROPEAN MOLECLAR BIOLOGY LABORATORY (EMBL-EBI), it is agreed between the
Parties that, to the best of their knowledge the following Background is hereby identified and agreed
upon for the Project for EMBL-EBI. Specific limitations and/or conditions, shall be as mentioned
hereunder:
Describe Background Specific restrictions and/or Specific restrictions and/or
conditions for implementation conditions for Exploitation
(Article 16.4 Grant Agreement (Article 16.4 Grant
and its Annex 5, Section Agreement and its Annex 5,
“Access rights to results and Section “Access rights to
background”, sub-section results and background”,
“Access rights to background sub-section “Access rights
and results for implementing for exploiting the results”)
the Action”)
The European Genome- Access to datasets in EGA is
phenome Archive (EGA) managed by Data Access
Committees, please see
https://ega-archive.org/privacy-
notice
Large scale cancer genomics No restrictions (open access tools
and pancancer analysis, & code foreseen)
bioinformatics tool
development, analysis of
structural variants in cancer,
single cell analysis in cancer
This represents the status at the time of signature of this Consortium Agreement.
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Attachment 1: Background included
According to the Grant Agreement (Article 16.1) Background is defined as “data, know-how or
information (…) that is (…) needed to implement the Action or exploit the results”. Because of this need,
Access Rights have to be granted in principle, but Parties must identify and agree amongst them on the
Background for the Project. This is the purpose of this attachment.
PARTY 4
As to UNIVERSITETET I OSLO (UiO), it is agreed between the Parties that, to the best of their
knowledge,
No data, know-how or information of UNIVERSITETET I OSLO (UiO) is Needed by another Party for
implementation of the Project (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to
results and background”, sub-section “Access rights to background and results for implementing the
action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement,
Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”).
This represents the status at the time of signature of this Consortium Agreement.
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Attachment 1: Background included
According to the Grant Agreement (Article 16.1) Background is defined as “data, know-how or
information (…) that is (…) needed to implement the Action or exploit the results”. Because of this need,
Access Rights have to be granted in principle, but Parties must identify and agree amongst them on the
Background for the Project. This is the purpose of this attachment.
PARTY 5
As to FUNDACION SECTOR PUBLICO ESTATAL CENTRO NACIONAL INVESTIGACIONES
ONCOLOGICAS CARLOS III (FSP CNIO), it is agreed between the Parties that, to the best of their
knowledge, the following Background is hereby identified and agreed upon for the Project. Specific
limitations and/or conditions, shall be as mentioned hereunder:
Describe Background Specific restrictions and/or Specific restrictions and/or
conditions for implementation conditions for Exploitation
(Article 16.4 Grant Agreement (Article 16.4 Grant
and its Annex 5, Section Agreement and its Annex 5,
“Access rights to results and Section “Access rights to
background”, sub-section results and background”,
“Access rights to background sub-section “Access rights
and results for implementing for exploiting the results”)
the Action”)
PanDrugs tool Only accessible for research Only accessible for research
(https://www.pandrugs.org) purposes purposes
provides a bioinformatics
platform to prioritize
anticancer drug treatments
according to individual
genomic data. PanDrugs
current version integrates data
from 24 primary sources and
supports 56297 drug-target
associations obtained from
4804 genes and 9092 unique
compounds (Piñeiro-Yáñez et
al. Genome Med. 2018 May
31;10(1):41. doi:
10.1186/s13073-018-0546-1.)
Expertise in developing of Only accessible for research Only accessible for research
bioinformatics tools to analyze purposes purposes
omics data from cancer
patients and in silico drug 69 / 105
prescription and drug
repositioning (Fustero-Torre et
EOSC4Cancer Consortium Agreement, version 10 - FINAL
al. 2021; Troulé et al. 2020;
Perales-Patón et al. 2019;
Piñeiro-Yañez et al. 2018).
Developing and applying
software for the analysis of
NGS including scRNA-Seq,
RNA-seq, DNA-seq (García-
Jimeno et al. 2021) to
characterize molecular
alterations and to identify new
predictive and prognostic
biomarkers in cancer.
This represents the status at the time of signature of this Consortium Agreement.
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Attachment 1: Background included
According to the Grant Agreement (Article 16.1) Background is defined as “data, know-how or
information (…) that is (…) needed to implement the Action or exploit the results”. Because of this need,
Access Rights have to be granted in principle, but Parties must identify and agree amongst them on the
Background for the Project. This is the purpose of this attachment.
PARTY 6
As to CENTRE NATIONAL DE LA RECHERCHE SCIENTIFIQUE, it is agreed between the Parties that,
to the best of their knowledge, the following Background is hereby identified and agreed upon for the
Project. Specific limitations and/or conditions, shall be as mentioned hereunder:
Describe Background Specific restrictions and/or Specific restrictions and/or
conditions for implementation conditions for Exploitation
(Article 16.4 Grant Agreement (Article 16.4 Grant
and its Annex 5, Section Agreement and its Annex 5,
“Access rights to results and Section “Access rights to
background”, sub-section results and background”,
“Access rights to background sub-section “Access rights
and results for implementing for exploiting the results”)
the Action”)
An alignment-free method for CNRS will share the relevant Non-exclusive license is
calling mutations in targeted knowledge related to the project, possible on fair and
sequencing cancer data, accordingly with the signed reasonable terms and
MICADo Consortium Agreement and on a conditions, subject to legal
need-to-know basis for other restrictions or limits including
The deployed Beacon for the beneficiaries for implementation those imposed by pre-
HER2-positive breast cancer of EOSC4Cancer, except when existing agreements that may
cohort legal restrictions apply and/or require the agreement of all IP
provided that the said background owners
is not subject to terms and
conditions in other agreements
that may prohibit the desired
access.
This represents the status at the time of signature of this Consortium Agreement.
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Attachment 1: Background included
According to the Grant Agreement (Article 16.1) Background is defined as “data, know-how or
information (…) that is (…) needed to implement the Action or exploit the results”. Because of this need,
Access Rights have to be granted in principle, but Parties must identify and agree amongst them on the
Background for the Project. This is the purpose of this attachment.
PARTY 7
As to UPOL, it is agreed between the Parties that, to the best of their knowledge,
No data, know-how or information of UPOL is Needed by another Party for implementation of the Project
(Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-
section “Access rights to background and results for implementing the action”) or Exploitation of that
other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results
and background”, sub-section “Access rights for exploiting the results”).
This represents the status at the time of signature of this Consortium Agreement.
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Attachment 1: Background included
According to the Grant Agreement (Article 16.1) Background is defined as “data, know-how or
information (…) that is (…) needed to implement the Action or exploit the results”. Because of this need,
Access Rights have to be granted in principle, but Parties must identify and agree amongst them on the
Background for the Project. This is the purpose of this attachment.
PARTY 8
As to Stichting Het Nederlands Kanker Instituut – Antoni van Leeuwenhoek ziekenhuis (NKI), it is
agreed between the Parties that, to the best of their knowledge,
No data, know-how or information of Stichting Het Nederlands Kanker Instituut – Antoni van
Leeuwenhoek ziekenhuis (NKI) is Needed by another Party for implementation of the Project (Article
16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section
“Access rights to background and results for implementing the action”) or Exploitation of that other
Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and
background”, sub-section “Access rights for exploiting the results”).
This represents the status at the time of signature of this Consortium Agreement.
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Attachment 1: Background included
According to the Grant Agreement (Article 16.1) Background is defined as “data, know-how or
information (…) that is (…) needed to implement the Action or exploit the results”. Because of this need,
Access Rights have to be granted in principle, but Parties must identify and agree amongst them on the
Background for the Project. This is the purpose of this attachment.
PARTY 9
As to UMCG, it is agreed between the Parties that, to the best of their knowledge, the following
Background is hereby identified and agreed upon for the Project. Specific limitations and/or conditions,
shall be as mentioned hereunder:
Describe Background Specific restrictions and/or Specific restrictions and/or
conditions for implementation conditions for Exploitation
(Article 16.4 Grant Agreement (Article 16.4 Grant
and its Annex 5, Section Agreement and its Annex 5,
“Access rights to results and Section “Access rights to
background”, sub-section results and background”,
“Access rights to background sub-section “Access rights
and results for implementing for exploiting the results”)
the Action”)
UMCG provides MOLGENIS All additions to MOLGENIS as GLPv3 stipulates MOLGENIS
part of this project will be is free to use by all partners
open-source software as inseperable licensed with including reuse in commercial
MOLGENIS under open-source applications conform LGPLv3.
background. Potentially, license LGPLv3. None of the In case data is included,
catalogue data is owned by permission to reuse data will
UMCG will also facilitate UMCG and therefore their need to be provided by original
ownership stays with original data data partners where required.
integration with existing providers and the access
conditions they stipulate.
catalogue metadata, for
example with BBMRI-ERIC
parts of BBMRI Directory of
Biobanks, or together with
EUChildNetwork parts of its
Cohort catalogue.
This represents the status at the time of signature of this Consortium Agreement.
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Attachment 1: Background included
According to the Grant Agreement (Article 16.1) Background is defined as “data, know-how or
information (…) that is (…) needed to implement the Action or exploit the results”. Because of this need,
Access Rights have to be granted in principle, but Parties must identify and agree amongst them on the
Background for the Project. This is the purpose of this attachment.
PARTY 10
As to ETHNIKO KENTRO EREVNAS KAI TECHNOLOGIKIS ANAPTYXIS (CERTH), it is agreed
between the Parties that, to the best of their knowledge,
No data, know-how or information of ETHNIKO KENTRO EREVNAS KAI TECHNOLOGIKIS
ANAPTYXIS (CERTH) is Needed by another Party for implementation of the Project (Article 16.1 and
its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access
rights to background and results for implementing the action”) or Exploitation of that other Party’s Results
(Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-
section “Access rights for exploiting the results”).
This represents the status at the time of signature of this Consortium Agreement.
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Attachment 1: Background included
According to the Grant Agreement (Article 16.1) Background is defined as “data, know-how or
information (…) that is (…) needed to implement the Action or exploit the results”. Because of this need,
Access Rights have to be granted in principle, but Parties must identify and agree amongst them on the
Background for the Project. This is the purpose of this attachment.
PARTY 11
As to CNR, it is agreed between the Parties that, to the best of their knowledge,
No data, know-how or information of CNR is Needed by another Party for implementation of the Project
(Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-
section “Access rights to background and results for implementing the action”) or Exploitation of that
other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results
and background”, sub-section “Access rights for exploiting the results”).
This represents the status at the time of signature of this Consortium Agreement.
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Attachment 1: Background included
According to the Grant Agreement (Article 16.1) Background is defined as “data, know-how or
information (…) that is (…) needed to implement the Action or exploit the results”. Because of this need,
Access Rights have to be granted in principle, but Parties must identify and agree amongst them on the
Background for the Project. This is the purpose of this attachment.
PARTY 12
As to Fundació Privada Institut d’Investigació Oncològica Vall d’Hebron, it is agreed between the
Parties that, to the best of their knowledge, the following Background is hereby identified and agreed
upon for the Project. Specific limitations and/or conditions, shall be as mentioned hereunder:
Describe Background Specific restrictions and/or Specific restrictions and/or
conditions for implementation conditions for Exploitation
(Article 16.4 Grant Agreement (Article 16.4 Grant
and its Annex 5, Section Agreement and its Annex 5,
“Access rights to results and Section “Access rights to
background”, sub-section results and background”,
“Access rights to background sub-section “Access rights
and results for implementing for exploiting the results”)
the Action”)
Data of the agreed cohort of Access to data shall be expressly Access to data shall be
metastatic CRC patients to authorized in writing by VHIO. expressly authorized in writing
perform the use case by VHIO.
Expertise on the use of a
CDSS for the allocation of
patients in a clinical trial
This represents the status at the time of signature of this Consortium Agreement.
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Attachment 1: Background included
According to the Grant Agreement (Article 16.1) Background is defined as “data, know-how or
information (…) that is (…) needed to implement the Action or exploit the results”. Because of this need,
Access Rights have to be granted in principle, but Parties must identify and agree amongst them on the
Background for the Project. This is the purpose of this attachment.
PARTY 13
As to EMPIRICA, it is agreed between the Parties that, to the best of their knowledge,
No data, know-how or information of EMPIRICA is Needed by another Party for implementation of the
Project (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and
background”, sub-section “Access rights to background and results for implementing the action”) or
Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access
rights to results and background”, sub-section “Access rights for exploiting the results”).
This represents the status at the time of signature of this Consortium Agreement.
78 / 105
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Attachment 1: Background included
According to the Grant Agreement (Article 16.1) Background is defined as “data, know-how or
information (…) that is (…) needed to implement the Action or exploit the results”. Because of this need,
Access Rights have to be granted in principle, but Parties must identify and agree amongst them on the
Background for the Project. This is the purpose of this attachment.
PARTY 14
As to EATRIS-ERIC, it is agreed between the Parties that, to the best of their knowledge,
No data, know-how or information of EATRIS ERIC is Needed by another Party for implementation of
the Project (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and
background”, sub-section “Access rights to background and results for implementing the action”) or
Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access
rights to results and background”, sub-section “Access rights for exploiting the results”).
This represents the status at the time of signature of this Consortium Agreement.
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Attachment 1: Background included
According to the Grant Agreement (Article 16.1) Background is defined as “data, know-how or
information (…) that is (…) needed to implement the Action or exploit the results”. Because of this need,
Access Rights have to be granted in principle, but Parties must identify and agree amongst them on the
Background for the Project. This is the purpose of this attachment.
PARTY 15
As to FUNDACIÓ CENTRE DE REGULACIÓ GENÒMICA, it is agreed between the Parties that, to the
best of their knowledge,
No data, know-how or information of FUNDACIÓ CENTRE DE REGULACIÓ GENÒMICA is Needed by
another Party for implementation of the Project (Article 16.1 and its Annex 5 Grant Agreement, Section
“Access rights to results and background”, sub-section “Access rights to background and results for
implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant
Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting
the results”).
This represents the status at the time of signature of this Consortium Agreement.
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Attachment 1: Background included
According to the Grant Agreement (Article 16.1) Background is defined as “data, know-how or
information (…) that is (…) needed to implement the Action or exploit the results”. Because of this need,
Access Rights have to be granted in principle, but Parties must identify and agree amongst them on the
Background for the Project. This is the purpose of this attachment.
PARTY 16
As to DKFZ, it is agreed between the Parties that, to the best of their knowledge,
No data, know-how or information of DKFZ is Needed by another Party for implementation of the Project
(Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-
section “Access rights to background and results for implementing the action”) or Exploitation of that
other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results
and background”, sub-section “Access rights for exploiting the results”).
This represents the status at the time of signature of this Consortium Agreement.
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Attachment 1: Background included
According to the Grant Agreement (Article 16.1) Background is defined as “data, know-how or
information (…) that is (…) needed to implement the Action or exploit the results”. Because of this need,
Access Rights have to be granted in principle, but Parties must identify and agree amongst them on the
Background for the Project. This is the purpose of this attachment.
PARTY 17
As to INSTRUCT-ERIC, it is agreed between the Parties that, to the best of their knowledge, the
following Background is hereby identified and agreed upon for the Project. Specific limitations and/or
conditions, shall be as mentioned hereunder:
Describe Background Specific restrictions and/or Specific restrictions and/or
conditions for implementation conditions for Exploitation
(Article 16.4 Grant Agreement (Article 16.4 Grant
and its Annex 5, Section Agreement and its Annex 5,
“Access rights to results and Section “Access rights to
background”, sub-section results and background”,
“Access rights to background sub-section “Access rights
and results for implementing for exploiting the results”)
the Action”)
ARIA software for Subject to the terma of lIcence No specific limitations beyond
issued by OUI (Oxford University those covered under the
management ot research Innovation Limited) Project 15294 already specified Licence.
under which the source code is
infrastructure protected.
This represents the status at the time of signature of this Consortium Agreement.
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Attachment 1: Background included
According to the Grant Agreement (Article 16.1) Background is defined as “data, know-how or
information (…) that is (…) needed to implement the Action or exploit the results”. Because of this need,
Access Rights have to be granted in principle, but Parties must identify and agree amongst them on the
Background for the Project. This is the purpose of this attachment.
PARTY 18
As to EU-OPENSCREEN, it is agreed between the Parties that, to the best of their knowledge,
No data, know-how or information of EU-OPENSCREEN is Needed by another Party for implementation
of the Project (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and
background”, sub-section “Access rights to background and results for implementing the action”) or
Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access
rights to results and background”, sub-section “Access rights for exploiting the results”).
This represents the status at the time of signature of this Consortium Agreement.
83 / 105
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Attachment 1: Background included
According to the Grant Agreement (Article 16.1) Background is defined as “data, know-how or
information (…) that is (…) needed to implement the Action or exploit the results”. Because of this need,
Access Rights have to be granted in principle, but Parties must identify and agree amongst them on the
Background for the Project. This is the purpose of this attachment.
PARTY 19
As to ALU-FR, it is agreed between the Parties that, to the best of their knowledge,
No data, know-how or information of ALU-FR is Needed by another Party for implementation of the
Project (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and
background”, sub-section “Access rights to background and results for implementing the action”) or
Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access
rights to results and background”, sub-section “Access rights for exploiting the results”).
This represents the status at the time of signature of this Consortium Agreement.
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Attachment 1: Background included
According to the Grant Agreement (Article 16.1) Background is defined as “data, know-how or
information (…) that is (…) needed to implement the Action or exploit the results”. Because of this need,
Access Rights have to be granted in principle, but Parties must identify and agree amongst them on the
Background for the Project. This is the purpose of this attachment.
PARTY 20
As to ECRIN EUROPEAN CLINICAL RESEARCH INFRASTRUCTURE NETWORK (ECRIN), it is
agreed between the Parties that, to the best of their knowledge, the following Background is hereby
identified and agreed upon for the Project. Specific limitations and/or conditions, shall be as mentioned
hereunder:
Describe Background Specific restrictions and/or Specific restrictions
conditions for and/or conditions for
implementation (Article Exploitation (Article 16.4
16.4 Grant Agreement and Grant Agreement and its
its Annex 5, Section Annex 5, Section
“Access rights to results “Access rights to
and background”, sub- results and
section “Access rights to background”, sub-
background and results for section “Access rights
implementing the Action”) for exploiting the
results”)
ECRIN Metadata Repository NA NA
http://ecrin-
mdr.online/index.php/Project_Overview
This represents the status at the time of signature of this Consortium Agreement.
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Attachment 1: Background included
According to the Grant Agreement (Article 16.1) Background is defined as “data, know-how or
information (…) that is (…) needed to implement the Action or exploit the results”. Because of this need,
Access Rights have to be granted in principle, but Parties must identify and agree amongst them on the
Background for the Project. This is the purpose of this attachment.
PARTY 21
As to EURO-BIOIMAGING ERIC, it is agreed between the Parties that, to the best of their knowledge,
No data, know-how or information of EURO-BIOIMAGING ERIC is Needed by another Party for
implementation of the Project (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to
results and background”, sub-section “Access rights to background and results for implementing the
action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement,
Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”).
This represents the status at the time of signature of this Consortium Agreement.
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Attachment 1: Background included
According to the Grant Agreement (Article 16.1) Background is defined as “data, know-how or
information (…) that is (…) needed to implement the Action or exploit the results”. Because of this need,
Access Rights have to be granted in principle, but Parties must identify and agree amongst them on the
Background for the Project. This is the purpose of this attachment.
PARTY 22
As to INFRAFRONTIER, it is agreed between the Parties that, to the best of their knowledge,
No data, know-how or information of INFRAFRONTIER is Needed by another Party for implementation
of the Project (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and
background”, sub-section “Access rights to background and results for implementing the action”) or
Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access
rights to results and background”, sub-section “Access rights for exploiting the results”).
This represents the status at the time of signature of this Consortium Agreement.
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Attachment 1: Background included
According to the Grant Agreement (Article 16.1) Background is defined as “data, know-how or
information (…) that is (…) needed to implement the Action or exploit the results”. Because of this need,
Access Rights have to be granted in principle, but Parties must identify and agree amongst them on the
Background for the Project. This is the purpose of this attachment.
PARTY 23
As to Karolinska Institutet, it is agreed between the Parties that, to the best of their knowledge, the
following Background is hereby identified and agreed upon for the Project. Specific limitations and/or
conditions, shall be as mentioned hereunder:
Describe Background Specific restrictions and/or Specific restrictions and/or
conditions for implementation conditions for Exploitation
(Article 16.4 Grant Agreement (Article 16.4 Grant
and its Annex 5, Section Agreement and its Annex 5,
“Access rights to results and Section “Access rights to
background”, sub-section results and background”,
“Access rights to background sub-section “Access rights
and results for implementing for exploiting the results”)
the Action”)
Access to the Molecular Personal Data available at the
Tumor Board Portal (“MTB
portal”) available at KI, MTB portal will be subject to No Access Rights are granted
including support with for Exploitation.
interpretation of tumor specific data protection
molecular data.
For the avoidance of doubt, agreements to ensure compliance
Access Rights to the MTB
Portal shall not comprise IP with GDPR.
relating to the MTBP Portal
such as software, object code,
source code, algorithms,
workflows, applications,
software documentation,
copyrights, application
programming interface,
designs, trademarks or to any
other IP that is not deemed
necessary for the
implementation of the Project.
This represents the status at the time of signature of this Consortium Agreement.
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Attachment 1: Background included
According to the Grant Agreement (Article 16.1) Background is defined as “data, know-how or
information (…) that is (…) needed to implement the Action or exploit the results”. Because of this need,
Access Rights have to be granted in principle, but Parties must identify and agree amongst them on the
Background for the Project. This is the purpose of this attachment.
PARTY 24
As to Masarykova univerzita, it is agreed between the Parties that, to the best of their knowledge, the
following Background is hereby identified and agreed upon for the Project. Specific limitations and/or
conditions, shall be as mentioned hereunder:
Describe Background Specific restrictions and/or Specific restrictions and/or
conditions for implementation conditions for Exploitation
(Article 16.4 Grant Agreement (Article 16.4 Grant
and its Annex 5, Section Agreement and its Annex 5,
“Access rights to results and Section “Access rights to
background”, sub-section results and background”,
“Access rights to background sub-section “Access rights
and results for implementing for exploiting the results”)
the Action”)
Global Environmental Open access to primary and/or GENASIS system serves as a
aggregated data in the GENASIS long-term storage, presentation
Assessment and Information system is generally granted through and reporting tool for multiple
the RECETOX research infrastructure external users (including major
System (GENASIS, of MU (source/owner of data has to be global monitoring programmes)
acknowledged) unless specific cases and can be used in this project as
www.genasis.cz): Open access when data is a subject to restrictions well as afterwards nationally and
imposed by the rights of third parties internationally (also for exporting
repository of (national and (data owners). available data in aggregated form
into the GMP DWH).
international) data on
environmental and human
exposure (3 mil. data points)
including data analysis and
presentation tools.
Global Monitoring Plan of the Open access to aggregated data Open access to aggregated data
Stockholm Convention Data approved by the Regional approved by the Regional
Warehouse (GMP DWH, Organization Groups is granted. Organization Groups is granted.
www.pops-gmp.org): open access GMP DWH can be also used for
repository of global data on reporting of existing and newly
human milk and blood, ambient air collected data to the GMP (every
and water collected in frames of 6 years).
the GMP campaigns.
Long-term air pollution data Open access to primary and/or Open access to primary and/or
aggregated data is generally granted aggregated data is generally
(particles, PAHs, POPs, emerging through the RECETOX research granted through the RECETOX
infrastructure of MU (source/owner of research infrastructure of MU
pollutants) collected from the data has to be acknowledged). (source/owner of data has to be
acknowledged).
Czech Republic (active
continuously since 1988 in frames
of EMEP, passive since 2003) and
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Europe (MONET and GAPS
networks).
Global decentralized monitoring of Open access to primary and/or Open access to primary and/or
aggregated data is generally granted aggregated data is generally
toxic chemicals in aquatic through the RECETOX research granted through the RECETOX
infrastructure of MU (source/owner of research infrastructure of MU
environments AQUA-GAPS. data has to be acknowledged). (source/owner of data has to be
acknowledged).
Generating harmonized data on
POPs/PFOS
(Perfluorooctanesulfonic acid).
Passive polyethylene-based
samplers are deployed in more
than 30 sites worldwide.
European Longitudinal Study on The access rights to the data are a The Access rights are granted
subject for the purpose and the duration
Pregnancy and Childhood of approval of the Scientific of the EOSC4Cancer Project only.
Board and Ethical Committee of Outside the project, access to
(ELSPAC) cohort in the Czech ELSPAC. The same procedure data, samples and spin-off
applies to studies is a subject of approval of
Republic on-going since 1991 and analysis of available samples the Scientific Board and Ethical
and new studies on the cohort
CELSPAC-YA (medical records, Committee of ELSPAC.
participants.
questionnaires on multiple health
determinants, facetoface
examinations, DNA,
dental, and neuro assessments
available for sub-cohorts)
Expertise in population studies, The access rights to the data are a The Access rights are granted
epidemiology, medical statistics subject for the purpose and the duration
and of approval of the Scientific of the EOSC4Cancer Project only.
qualitative research methods; Board and Ethical Committee of Outside the project, access to
data in the HAPIEE cohort study. ELSPAC. The same procedure data, samples and spin-off
applies to studies is a subject of approval of
Data on contamination of analysis of available samples the Scientific Board and Ethical
consumer products and wastes in and new studies on the cohort Committee of ELSPAC.
the Czech Republic. participants.
Open access to primary and/or Open access to primary and/or
The Next Generation (TNG) aggregated data is generally granted aggregated data is generally
exposome birth cohort in through the RECETOX research granted through the RECETOX
Brno region of the Czech infrastructure of MU (source/owner of research infrastructure of MU
Republic (recruitment on-going, data has to be acknowledged). (source/owner of data has to be
target No. 5000): blood and urine acknowledged).
Of mother, core blood, The access rights to the data are a The Access rights are
questionnaires, more info subject Granted for the purpose and the
(indoor, FFQ, microbiom) Of approval of the Scientific Duration of the EOSC4Cancer
available from sub-cohorts. Board and Ethical Committee of Project only. Outside the project,
ELSPAC. The same procedure access to data, samples and spin-
Data about external exposome applies to off
analysis of available samples studies are a subject of
surfaces (geospatially and and new studies on the cohort approval of the Scientific Board
participants. and
temporally resolved maps of Ethical Committee of ELSPAC.
Open access to aggregated data is Open access to aggregated data
factors in four dimensions: food generally granted through the is generally granted through the
RECETOX research infrastructure of RECETOX research infrastructure
and lifestyle environment, social MU (source/owner of data has to be of MU for the purpose and the
acknowledged) unless specific cases duration of the EOSC4Cancer
environment, built environment, when data is a subject to restrictions Project only.
imposed by the rights of third parties
and physical-chemical (data owners). Accredited trace analytical
Relevant methods will be made laboratory is an open-access
environment). available for implementation of this research facility listed in the
project together with capacities of the Roadmap of Large Research
Methods for analysis of toxic accredited laboratories. Infrastructures in the Czech
Republic. An access is a subject
metals, legacy and emerging
pollutants in biotic and abiotic
matrices, non-target analysis and
effect directed analysis as well as
capacities for these analyses in
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the accredited trace analytical of approval of the Scientific
facility. Committee (within as well as
outside this project).
Pharmacokinetic models of The Access rights are granted for the
purpose and the duration of the The Access rights are granted for
different structure and complexity EOSC4Cancer project only. the purpose and the duration of
the EOSC4Cancer project only.
describing the uptake, distribution
and transformation and
elimination of different types of
chemicals in the human body.
This represents the status at the time of signature of this Consortium Agreement.
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Attachment 1: Background included
According to the Grant Agreement (Article 16.1) Background is defined as “data, know-how or
information (…) that is (…) needed to implement the Action or exploit the results”. Because of this need,
Access Rights have to be granted in principle, but Parties must identify and agree amongst them on the
Background for the Project. This is the purpose of this attachment.
PARTY 25
As to ECPC, it is agreed between the Parties that, to the best of their knowledge,
No data, know-how or information of ECPC is Needed by another Party for implementation of the Project
(Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-
section “Access rights to background and results for implementing the action”) or Exploitation of that
other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results
and background”, sub-section “Access rights for exploiting the results”).
This represents the status at the time of signature of this Consortium Agreement.
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Attachment 1: Background included
According to the Grant Agreement (Article 16.1) Background is defined as “data, know-how or
information (…) that is (…) needed to implement the Action or exploit the results”. Because of this need,
Access Rights have to be granted in principle, but Parties must identify and agree amongst them on the
Background for the Project. This is the purpose of this attachment.
PARTY 26
As to Institute for Research in Biomedicine (IRB), it is agreed between the Parties that, to the best
of their knowledge,
No data, know-how or information of Institute for Research in Biomedicine (IRB) is Needed by another
Party for implementation of the Project (Article 16.1 and its Annex 5 Grant Agreement, Section “Access
rights to results and background”, sub-section “Access rights to background and results for implementing
the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement,
Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”).
This represents the status at the time of signature of this Consortium Agreement.
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Attachment 1: Background included
According to the Grant Agreement (Article 16.1) Background is defined as “data, know-how or
information (…) that is (…) needed to implement the Action or exploit the results”. Because of this need,
Access Rights have to be granted in principle, but Parties must identify and agree amongst them on the
Background for the Project. This is the purpose of this attachment.
PARTY 27
As to University of Bordeaux, it is agreed between the Parties that, to the best of their knowledge, the
following Background is hereby identified and agreed upon for the Project. Specific limitations and/or
conditions, shall be as mentioned hereunder:
Describe Background Specific restrictions and/or Specific restrictions and/or
conditions for implementation conditions for Exploitation
(Article 16.4 Grant Agreement (Article 16.4 Grant
and its Annex 5, Section Agreement and its Annex 5,
“Access rights to results and Section “Access rights to
background”, sub-section results and background”,
“Access rights to background sub-section “Access rights
and results for implementing for exploiting the results”)
the Action”)
An alignment-free method for CNRS and UBx will share the Non-exclusive license is
calling mutations in targeted relevant knowledge related to the possible on fair and
sequencing cancer data, project, accordingly with the reasonable terms and
MICADo signed Consortium Agreement conditions, subject to legal
and on a need-to-know basis for restrictions or limits including
The deployed Beacon for the other beneficiaries for those imposed by pre-existing
HER2-positive breast cancer implementation of agreements that may require
cohort EOSC4Cancer, except when the agreement of all IP
legal restrictions apply and/or owners
provided that the said
background is not subject to
terms and conditions in other
agreements that may prohibit the
desired access.
This represents the status at the time of signature of this Consortium Agreement.
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Attachment 1: Background included
According to the Grant Agreement (Article 16.1) Background is defined as “data, know-how or
information (…) that is (…) needed to implement the Action or exploit the results”. Because of this need,
Access Rights have to be granted in principle, but Parties must identify and agree amongst them on the
Background for the Project. This is the purpose of this attachment.
PARTY 28
As to STICHTING LYGATURE, it is agreed between the Parties that, to the best of their knowledge,
No data, know-how or information of STICHTING LYGATURE is Needed by another Party for
implementation of the Project (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to
results and background”, sub-section “Access rights to background and results for implementing the
action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement,
Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”).
This represents the status at the time of signature of this Consortium Agreement.
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Attachment 1: Background included
According to the Grant Agreement (Article 16.1) Background is defined as “data, know-how or
information (…) that is (…) needed to implement the Action or exploit the results”. Because of this need,
Access Rights have to be granted in principle, but Parties must identify and agree amongst them on the
Background for the Project. This is the purpose of this attachment.
ASSOCIATED PARTNER
As to the University of Manchester, it is agreed between the Parties that, to the best of their knowledge,
the following Background is hereby identified and agreed upon for the Project. Specific limitations and/or
conditions, shall be as mentioned hereunder:
Describe Background Specific restrictions and/or Specific restrictions
conditions for and/or conditions for
implementation (Article 16.4 Exploitation (Article 16.4
Grant Agreement and its Grant Agreement and its
Annex 5, Section “Access Annex 5, Section “Access
rights to results and rights to results and
background”, sub-section background”, sub-section
“Access rights to “Access rights for
background and results for exploiting the results”)
implementing the Action”)
Research Objects No restrictions No restrictions
(https://researchobject.org) No restrictions
RO-Crate No restrictions No restrictions
No restrictions
(https://www.researchobject.org/ro- No restrictions
No restrictions
crate/)
No restrictions
WorkflowHub No restrictions No restrictions
(https://workflowhub.eu) No restrictions
RDMkit (https://rdmkit.elixir- No restrictions
europe.org) No restrictions
No restrictions
TeSS (https://tess.elixir-europe.org
Bioschemas
(https://bioschemas.org)
Common Workflow Language No restrictions
(https://commonwl.org/)
FAIRDOM-SEEK (https://fairdom- No restrictions
seek.org/) No restrictions
Rightfield (https://rightfield.org.uk/)
This represents the status at the time of signature of this Consortium Agreement.
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EOSC4Cancer Consortium Agreement, version 10 - FINAL
Attachment 2: Accession document
ACCESSION
of a new Party to
EOSC4Cancer Consortium Agreement, version […, YYYY-MM-DD]
[OFFICIAL NAME OF THE NEW PARTY AS IDENTIFIED IN THE Grant Agreement]
hereby consents to become a Party to the Consortium Agreement identified above and accepts all the
rights and obligations of a Party starting [date].
[OFFICIAL NAME OF THE COORDINATOR AS IDENTIFIED IN THE Grant Agreement]
hereby certifies that the consortium has accepted in the meeting held on [date] the accession of [the
name of the new Party] to the consortium starting [date].
This Accession document has been done in 2 originals to be duly signed by the undersigned authorised
representatives.
[Date and Place]
[INSERT NAME OF THE NEW PARTY]
Signature(s)
Name(s)
Title(s)
[Date and Place]
[INSERT NAME OF THE COORDINATOR]
Signature(s)
Name(s)
Title(s)
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EOSC4Cancer Consortium Agreement, version 10 - FINAL
Attachment 3: List of third parties for simplified transfer according
to Section 8.3.2.
For Universitetet i Oslo: Inven2 AS, P.O.Box 1061 Blindern, N-0316 OSLO, Norway
For UBx: CNRS
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EOSC4Cancer Consortium Agreement, version 10 - FINAL
Attachment 4: Identified entities under the same control according
to Section 9.5
For EUROPEAN INFRASTRUCTURE OF OPEN SCREENING PLATFORMS FOR CHEMICAL
BIOLOGY EUROPEAN RESEARCH INFRASTRUCTURE CONSORTIUM (EU-OPENSCREEN
ERIC) > The Institute of Molecular Genetics (IMG).
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EOSC4Cancer Consortium Agreement, version 10 - FINAL
Attachment 5: NDA for Scientific Advisory Board / Ethics Advisory
Board
Non-Disclosure Agreement for the EOSC4CANCER
Between
The Parties of the EOSC4Cancer Consortium Agreement listed under recital B below, represented by
their project Coordinator, BARCELONA SUPERCOMPUTING CENTER-CENTRO NACIONAL DE
SUPERCOMPUTACIÓN, whose registered office is at in Calle Jordi Girona 31, BARCELONA 08034,
Spain, VAT number: ESS0800099D, -----------------------------------------------------------------------------------
with its registered office at , represented by ----------
- hereinafter referred to as "the Project Partners"-
and
- hereinafter referred to as "the External Expert" or “the Recipient”
- hereinafter jointly referred to as "the Parties"-
Whereas:
A BSC-CNS, acts as Coordinator of EOSC4Cancer project, Contract N° 101058427, hereinafter
referred to as "Project"
and
B for this Project, a Consortium Agreement has been concluded between all Project Partners on
---/---/---as listed here below:
BARCELONA SUPERCOMPUTING CENTER
BIOBANKS AND BIOMOLECULAR RESOURCES RESEARCH INFRASTRUCTURE CONSORTIUM
EUROPEAN MOLECULAR BIOLOGY LABORATORY
UNIVERSITETET I OSLO
FUNDACION SECTOR PUBLICO ESTATAL CENTRO NACIONAL INVESTIGACIONES
ONCOLOGICAS CARLOS III
CENTRE NATIONAL DE LA RECHERCHE SCIENTIFIQUE CNRS
UNIVERZITA PALACKEHO V OLOMOUCI
STICHTING HET NEDERLANDS KANKER INSTITUUT-ANTONI VAN LEEUWENHOEK
ZIEKENHUIS
ACADEMISCH ZIEKENHUIS GRONINGEN
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EOSC4Cancer Consortium Agreement, version 10 - FINAL
ETHNIKO KENTRO EREVNAS KAI TECHNOLOGIKIS ANAPTYXIS
CONSIGLIO NAZIONALE DELLE RICERCHE
FUNDACIO PRIVADA INSTITUT D'INVESTIGACIO ONCOLOGICA DE VALL-HEBRON (VHIO)
EMPIRICA GESELLSCHAFT FUR KOMMUNIKATIONS UND TECHNOLOGIEFORSCHUNG MBH
EATRIS ERIC
FUNDACIO CENTRE DE REGULACIO GENOMICA
DEUTSCHES KREBSFORSCHUNGSZENTRUM HEIDELBERG
INSTRUCT-ERIC
EUROPEAN INFRASTRUCTURE OF OPEN SCREENING PLATFORMS FOR CHEMICAL
BIOLOGY EUROPEAN RESEARCH INFRASTRUCTURE CONSORTIUM (EU-OPENSCREEN
ERIC)
ALBERT-LUDWIGS-UNIVERSITAET FREIBURG
ECRIN EUROPEAN CLINICAL RESEARCH INFRASTRUCTURE NETWORK
EURO-BIOIMAGING ERIC
INFRAFRONTIER GMBH
KAROLINSKA INSTITUTET
Masarykova univerzita
EUROPEAN CANCER PATIENT COALITION
FUNDACIO INSTITUT DE RECERCA BIOMEDICA (IRB BARCELONA)
UNIVERSITÉ DE BORDEAUX
STICHTING LYGATURE
THE UNIVERSITY OF MANCHESTER
(1) the Coordinator,
(2)
and
C the External Expert has been elected, by the Project Partners, to act as an External Expert
advisor for the Project
and
D BSC-CNS has been authorized, as per the Consortium Agreement to sign this Non-Disclosure
Agreement for and on behalf of the Project Partners
and
E In the course of the External Expert activities within the Project the Project Partners may wish
to disclose technical and/or commercial information of a confidential nature to "the External Expert" and
wish to ensure that the same remain confidential.
Now, therefore, it is hereby agreed as follow:
1. For the purposes of this Agreement "Confidential Information" is all the information in whatever form
or mode of transmission, which is disclosed by a Project Partners (the “Disclosing Parties”) to the
External Expert(the “Recipient”) in connection with the Project during its implementation and which has
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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 fifteen (15) days from its
disclosure at the latest as confidential information by the Disclosing Party.
2. The Recipient hereby undertakes
- 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;
- to take all necessary precautions and measures to maintain the confidentiality of the Confidential
Information;
- to comply with the provisions of the Data Protection Regulation (EU) 2016/679; and
- to return to the Disclosing Party on demand, or destroy, all Confidential Information which has
been supplied to or acquired by the Recipient including all copies thereof and to delete all information
stored in a machine-readable form. If needed for the recording of ongoing obligations, the Recipient may
however request to keep a copy for archival purposes only.
The Recipient shall be responsible for the fulfilment of the above obligations on the part of their
employees and shall ensure that their employees remain so obliged, as far as legally possible, during
and after the end of the Project and/or after the termination of employment.
3. 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 Grant Agreement;
- 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.
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4. 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.
The Recipient shall promptly advise the other party in writing of any unauthorised disclosure,
misappropriation or misuse by any person of Confidential Information as soon as practicable after it
becomes aware of such unauthorised disclosure, misappropriation or misuse.
If the Recipient 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.
In the event that EMBL is the Disclosing Party, due to its status as an intergovernmental institution
benefiting from privileges and immunities the following will apply: If any Confidential Information relating
to EMBL is sought from the receiving Party by any governmental body and the receiving party is
prohibited by applicable law or the governmental body from notifying EMBL of such request, so notify
EMBL promptly upon the lapse, termination, removal or modification of such prohibition,and (i) consult
with EMBL regarding the Party’s response to the demand or request by such governmental body; (ii)
cooperate with EMBL’s reasonable requests to prevent disclosure; (iii) to the extent permissible by law,
seek to contest, limit or challenge the demand or request and request such governmental body to
redirect the relevant request for disclosure directly to EMBL; (iv) provide EMBL a true, correct and
complete copy of the Party’s response to such demand or request; and (v) keep EMBL informed of all
developments and communications with the governmental body.
5. Unless it is necessary in the course of the External Expert’s activities within the Project, the External
Expert shall not, without the Project Partners' prior written consent, copy or reproduce any document
provided to them containing in whole or in part Confidential Information and any party receiving any
such document shall return or destroy the same and any copies thereof at the Project Partners' request
but the latest until termination of this Agreement.
6. All Confidential Information supplied pursuant to this Agreement shall remain the property of the Party
supplying it and no rights, including but not limited to the right to apply for industrial property rights, are
granted to the External Expert. In the case that the External Expert contributes to the project results, it
shall grant to the Project Partners a license to use the information free of charge, with no time or
geographic limit, and to produce and distribute and exploit a product or a service derived from the Project
Results. In the case that the contribution of the External Expert in the results of the Project are
substantial and needed, the Project Partners and the External Expert shall negotiate in good faith a free
license to use the results.
7. Any sample or material which may be supplied by any of the Project Partners shall be treated as
confidential according to section 2 to 5 of this Agreement and shall be used only in the course of the
External Expert’s activities within the Project.
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8. The Recipient shall not analyse, decompile or reverse-engineer the sample or software to determine
the identity and/or properties of components used to prepare the sample or software.
Any sample or software shall be returned to the Project Partners at the Project Partners' request, but
the latest until termination of this Agreement.
9. This Agreement shall come into force on the date of the last signature and shall thereafter continue
for five (5) years after the final payment of the Granting Authority (the Coordinator shall notify the
External Expert about the date of the final payment).
10. The personal data of the signatories will be processed by the parties for the execution of this
Agreement. The legal basis of processing is the compliance with the contractual relationship. The data
will be kept throughout the term of the Agreement and, after that, until the applicable legal limitation
periods. Data subjects may exercise at any time their rights of access, rectification, erasure, opposition,
limitation and portability, through the address of the other party indicated in the heading of this
Agreement as well as submit a claim to the supervisory authority on Data Protection.
11. Nothing herein shall be construed as creating any agency, joint venture, partnership, license,
employment relationship, or other form of business association between the Parties. The Parties have
no obligation to achieve the Project and either Party may terminate discussions at any time before the
Project is completed.
12. Amendments or additions to this Agreement must be made in writing.
13. This Agreement is subject to and governed by the laws of Belgium excluding its conflict of law
provisions
14. Any dispute, controversy or claim arising under, out of or relating to this contract and any subsequent
amendments of this contract, including, without limitation, its formation, validity, binding effect,
interpretation, performance, breach or termination, as well as non-contractual claims, shall be submitted
to the Courts of Brussels.
The courts of Brussels, Belgium shall have exclusive jurisdiction.
As an exception any disputes involving EMBL which cannot be solved amicably, shall be referred to
arbitration and finally be settled under the WIPO Expedited Arbitration Rules. The arbitration
proceedings shall take place in Brussels and the language to be used shall be English. The arbitral
award will be binding on all parties and will not be subject to appeal. The Parties in any disputes involving
EMBL are not entitled to seek injunctive relief other than through Emergency Relief Proceedings in
accordance with Article 43 of the WIPO Expedited Arbitration Rules. Where a Party can demonstrate
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that, due to its nature of public entity, it is not allowed by its statutes or its national law to submit its
disputes to arbitration and where any dispute, controversy or claim arises between such Party and EMBL
that cannot be resolved amicably the interested Parties will undertake to resolve such dispute in a way
and by means acceptable to them. For the avoidance of doubt, this may not be construed as an
acceptance by EMBL of the jurisdiction of any court.
15. If any provision of this Agreement is determined to be illegal or in conflict with the applicable law,
the validity of the remaining provisions shall not be affected. The ineffective provision shall be replaced
by an effective provision which is economically equivalent. The same shall apply in case of a gap.
16. The Parties hereby agree that the Project Partner who owns the Confidential Information has the
right to take action to enforce the obligations contained in this NDA.
17. Nothing in the Agreement may be interpreted as a waiver of any privileges or immunities accorded
to EMBL by its constituent documents or international law.
Authorised to sign on behalf of BSC-CNS which address is----------------, postal code -----------,. ID
number----------------------.
and on behalf of EOSC4Cancer project Consortium members
Legal Representative Name:
Title:
Date of Signature:
[Legal Representative Signature and Stamp of the organization]
Authorised to sign on behalf of XXXXXXXXXXX(External ExpertXXXXXXXXXXXXXXXXXX whose
address is XXXXXXXXXXXXXXXXX, postal code XXX,Country. ID number XXXXXXXXXXXX.
Legal Representative Name:
Title:
Date of Signature:
[Legal Representative Signature and Stamp of the organization]
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