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PROJECT CONSORTIUM AGREEMENT
FOR THE INNOVATION ACTION ISOLDE IN FRAME OF CALL HORIZON-
KDT-JU-2021-1-IA
FUNDED BY THE
KDT JOINT UNDERTAKING
D
THIS PROJECT CONSORTIUM AGREEMENT
BETWEEN:
1. Infineon Technologies AG, Am Campeon 1-15, 85579 Neubiberg, Germany, the “Coordinator”
and
2. FZI Forschungszentrum Informatik, Haid-und-Neu-Straße 10-14, 76131 Karlsruhe, Germany
3. NXP Semiconductors Romania SRL, Bulevardul Iuliu Maniu, București 011357, Romania
4. NXP Semiconductors Austria GmbH & Co KG, Mikron-Weg 1, 8101 Gratkorn, Austria
5. SYSGO GmbH, Am Pfaffenstein 8, 55270 Klein-Winternheim, Germany
6. Barcelona Supercomputing Center - Centro Nacional de Supercomputación, Plaça d'Eusebi Güell, 1-3,
08034 Barcelona, Spain
7. Fent Innovative Software Solutions SL, established in Camino de Vera, s/n, Ciudad Politécnica de la
Innovación, Valencia 46022, Spain
8. Universitat Politecnica De Valencia, Camino de Vera SN Edificio 3A, Valencia 46022,Spain
9. Thales Dis France SAS, 6 Rue de la Verrerie, 92190 Meudon, France
10. E4 Computer Engineering SPA, 66 Via Martiri Della Libertà, Scandiano, Reggio Emilia, 42019, Italy
11. Leonardo SPA, Piazza Monte Grappa n. 4. 00195 Rome, Italy
12. Politecnico di Torino, established in Corso Duca degli Abruzzi, 24, Torino 10129, Italy
13. Alma Mater Studiorum - Universita di Bologna, having its registered office at: Via Zamboni 33, 40126,
Bologna, Italy
14. Frontgrade Gaisler AB, Kungsgatan 12, 411 19 Göteborg,Sweden
15. Beia Consult International SRL, Strada Peroni 16, București, Romania
16. Universität zu Lübeck, with legal address at Ratzeburger Allee 160, 23562 Lübeck, Germany
17. Continental Automotive Romania SRL, Siemens Street, no 1, 300704 Timisoara, Romania
18. OFFIS e.V., Escherweg 2, 26121 Oldenburg, Germany
19. NXP Semiconductors Czech Republic SRO, Sochorova 3232/36, 616 00 Brno – Zabovresky, Czechia
20. Rapita Systems S.L., Carrer de Jordi Girona, 1-3, 08034 Barcelona, Spain
21. Codasip SRO, 616 00 Brno, Technická 2935/23, Czechia
22. Silicon Austria Labs GmbH, Sandgasse 34, 8010 Graz, Austria
23. Politecnico di Milano, – Dipartimento di Elettronica, Informazione e Bioingegneria, Piazza Leonardo Da
Vinci 32, 20133 Milano, Italy
24. Intel Deutschland GmbH, Am Campeon 10, 85579 Neubiberg, Germany
DIGITALEUROPE
14, Rue de la Science 1040 Brussels [Belgium]
T. +32 (0) 2 609 53 10 F. +32 (0) 2 431 04 89
www.digitaleurope.org | info@digitaleurope.org | @DIGITALEUROPE
Transparency register member for the Commission: 64270747023-20
ISOLDE Project Consortium Agreement, version: v7
25. Thales SA, 552 059 024 RCS Nanterre having its registered office at, 4, rue de la Verrerie, 92197 Meudon,
France, acting via Thales Research and Technology France, Campus Polytechnique, 1 avenue Augustin
Fresnel, 91 767 Palaiseau Cedex, France
26. Fotonation SRL, AFI Park 5, Bd. Timișoara, București 061344, Romania
27. Silvaco France S.A., 55 Rue Blaise Pascal, 38330 Montbonnot-Saint-Martin, France
28. National University of Science and Technology, University Politehnica of Bucharest, Splaiul Independenței
313, București 060042, Romania
29. Thales Alenia Space Italia SPA, 3JH6+J4, Str. Antica di Collegno, 253, 10146 Torino TO, Italy
30. Universitatea Tehnica Gheorghe Asachi Din Iași, Bulevardul Profesor Dimitrie Mangeron 67, Iași 700050,
Romania
31. Institutul National de Cercetare-Dezvoltare Pentru Microtehnologie (IMT), Erou Iancu Nicolae Street 32B,
Voluntari 077190, Romania
32. Vysoke učení technické v Brně, (Brno University of Technology), Antonínska 548/1, 60190 Brno, Czechia
33. Bytefabrik.AI GmbH, Haid-und-Neu-Str. 10-14, 76131 Karlsruhe, Germany
34. Consolinno Energy GmbH, Franz-Mayer-Strasse 1, Regensburg 93053, Germany
35. Hochschule für angewandte Wissenschaften München, als staatliche Einrichtung in Vertretung des
Freistaates Bayern, Lothstraße 34, 80335 München, Germany
hereinafter, jointly or individually, referred to as “Beneficiary” or “Beneficiaries”
and
36. Eidgenössische Technische Hochschule Zürich, at Rämistrasse 101, 8092 Zürich, Switzerland
37. ACP Advanced Circuit Pursuit AG, Seefeldstrasse 305A, 8008 Zürich, Switzerland
Hereinafter referred to as “Associated Partners”
hereinafter, Beneficiaries and Associated Partners, jointly or individually, referred to as “Parties” or “Party”
relating to the research project entitled:
High Performance, Safe, Secure, Open-Source Leveraged RISC-V Domain-Specific Ecosystems in short:
ISOLDE
hereinafter referred to as the “Action”
WHEREAS
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ISOLDE Project Consortium Agreement, version: v7
- The KDT (Key Digital Technologies) Joint Undertaking (“KDT JU”) is a partnership between the private
and the public sectors for electronic components and systems. It is established within the meaning of
Article 187 of the Treaty on the Functioning of the European Union for the implementation of the
Key Digital Technologies Joint Undertaking for a period up to 31 December 2031.
- The KDT Joint Undertaking has been established by COUNCIL REGULATION (EU) 2021/2085 of 19
November 2021 (the “Council Regulation”). With a view to the KDT JU, the rules for participation
and dissemination set out in Regulation (EU) No 2021/695, establishing Horizon Europe - the
Framework Programme for Research and Innovation (2021-2027) (hereinafter referred to as “the
Rules”), shall apply to the actions funded by the KDT Joint Undertaking.
- Consequently, this Project Consortium Agreement (“PCA”) is based upon the COUNCIL REGULATION
(EU) No 2021/695, and the Grant Agreement (“GA”) and its Annexes entered into between the
Funding Authority on the one hand and the Parties hereto on the other hand, and is made on 1st May
2023 (hereinafter referred to as the “Effective Date”).
The Parties have submitted a proposal for the Action to the KDT Joint Undertaking as the Funding Authority
under Horizon Europe.
The Parties wish to specify or supplement binding commitments among themselves in addition to the
provisions of the Rules and of the specific Grant Agreement to be signed by the Parties and the Funding
Authority.
IT IS NOW AGREED AS FOLLOWS:
Section 1: Definitions
1.1 Definitions
Words beginning with a capital letter shall have the meaning defined herein, and where not defined herein
they shall have the meaning defined in the Grant Agreement including its Annexes, and if not defined there,
then as defined in the Rules.
1.2 Additional Definitions
Access Rights means rights to use Results or Background to implement the Action and/or to Exploit under the
terms and conditions laid down in the Grant Agreement and as more particularly specified under this PCA.
Associated Partners means entities which participate in the Action, but without the right to charge costs or
claim contributions under the Grant Agreement.
Action Plan means the description of the Action and the related estimated costs as first defined in Annex 1
and Annex 2 of the GA.
AENEAS means the French association with registered office at 44 rue Cambronne 75015 – Paris, France.
An Affiliate, Affiliated Entity and Entities under the same control of a Party means:
(a) any Legal Entity directly or indirectly Controlling, Controlled by, or under common Control with
that Party, for so long as such Control lasts ; and
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ISOLDE Project Consortium Agreement, version: v7
(b) any other Legal Entity that is listed in Attachment 4 to this PCA as being an Affiliate of that Party,
where such Legal Entity is one in which that Party (or a Legal Entity qualifying as an Affiliate of that
Party under (a) directly above) has a 50% equity share or is the single largest equity shareholder.
For the above purposes, “Control” of any Legal Entity shall exist through the direct or indirect:
(a) ownership of more than 50% of the nominal value of the issued share capital of the Legal Entity
or of more than 50% of the issued share capital entitling the holders to vote for the election of
directors or persons performing similar functions, or
(b) right by any other means to elect or appoint directors of the Legal Entity (or persons performing
similar functions) who have a majority vote
Common Control through government does not, in itself, create Affiliate status.
For the avoidance of doubts, the terms “Affiliate”, “Affiliated Entities” and “Entities under the same
control” of this PCA have an intentionally different meaning than the same terms used in the Grant
Agreement. The Parties wish to agree under this PCA to different terms and conditions about Affiliates
than those provisions of the Grant Agreement relating to “Affiliated Entities” and “Entities under the
same control
Applicable Law means the law applicable to this PCA as determined in Section 12.7
Application Programming Interface or API means the application programming interface materials and
related documentation containing all data and information to allow skilled Software developers to create
Software interfaces that interface or interact with other specified Software.
Background means any and all data, information or know-how (tangible or intangible) whatever its form or
nature, including any IPRs that is/are:
(i) owned by a Party or that a Party has a right to license, prior to the Effective Date; or
(ii) developed or acquired by a Party independently from the work in the Action even if in parallel
with the performance of the Action,
but solely to the extent that such data, information, know-how and/or IPRs are introduced into the Action
by the owning Party, or otherwise made available for Access Rights, in accordance with Section 9.1.1.
Consortium means the Parties to this Agreement at any point in time.
Consortium Bodies means the bodies which are constituted in accordance with Section 6 of this PCA.
Coordinator means the Party first mentioned above, which is identified as such.
Controller has the meaning attributed to it (without initial capital) in the EU General Data Protection
Regulation EU) 2016/679 (hereinafter : “GDPR”).
Controlled License Terms means terms in any license that require that the use, copying, modification and/or
distribution of Software or another copyright work (“Work”) and/or of any copyright work that is a modified
version of or is a derivative work of such Work (in each case, “Derivative Work”) be subject, in whole or in
part, to one or more of the following:
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ISOLDE Project Consortium Agreement, version: v7
(i) that the Source Code (where the Work or Derivative Work is Software), design descriptions or
other materials relating to the Work or any Derivative Work be made available (as of right to any
third party on request or not), whether royalty-free or not;
(ii) (ii) that permission to create modified versions or derivative works of the Work or Derivative
Work be granted to any third party;
(iii) (iii) that a royalty-free license relating to the Work or Derivative Work be granted to any third
party; and/or
(iv) (iv) that certain notices or license terms be reproduced in or in relation to Derivative Works or
accompanying documentation
Controlled Software means software subject to Controlled License Terms
Declaration of Accession means a declaration, in the form provided for in Attachment 2 to this PCA, signed by
a Party in order to join this PCA.
Defaulting Party means a Party which the General Assembly has identified to be in substantial breach of this
PCA and/or the GA as specified in Section 4.2 of this PCA.
Dissemination means the public disclosure of the results by any appropriate means (other than
resulting from protecting or Exploiting the Results), including by scientific publications in any medium.
Effective Date has the meaning attributed to it in the third preamble.
EPoSS means the European Technology Platform on Smart Systems Integration, with registered office at
Steinplatz 1, 10623, Berlin, Germany.
Project Management Board means the Consortium Body established in accordance with Section 6.3.2 of this
PCA.
Project Management Board Member has the meaning attributed to it in Section 6.3.2.1.
Exploitation or Exploit means the use of Results in i) further research activities other than (a) those covered
by the Action or (b) that are Internal Research and Teaching (as defined below) , or ii) in developing, creating
or marketing a product, or process, or iii) in creating and providing a service, or iv) in standardisation
activities.
Fair and Reasonable shall have the meaning given to it in the definition of Fair and Reasonable Conditions in
the GA being appropriate conditions, including possible financial terms or royalty-free conditions, taking into
account the specific circumstances of the request for Access Rights, for example the actual or potential value
of the Results or Background to which Access Rights are requested and/or the scope, duration or other
characteristics of the Exploitation envisaged.
Force Majeure means any one or more events beyond the reasonable control of the relevant Party which
occur after the date of signing of this PCA, were not reasonably foreseeable at the time of signing of this PCA,
and the effects of which are not capable of being overcome without unreasonable expense and/or
unreasonable loss of time to the Party concerned. Events of Force Majeure shall include (without limitation)
war, civil unrest, acts of government, natural disasters, exceptional weather conditions, breakdown or
general unavailability of transport facilities, accidents, fire, explosions, unforeseeable consequences of
pandemics, and general shortages of energy.
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ISOLDE Project Consortium Agreement, version: v7
Funding Authority means the KDT Joint Undertaking.
General Assembly means the Consortium Body established in accordance with Section 6.3.1 of this PCA.
General Assembly Member has the meaning attributed to it in Section 6.3.1.1.1.
Grant Agreement or GA means the written agreement between the Parties and the KDT Joint Undertaking for
the carrying out of the Action, including any agreed amendment to such written agreement that may from
time to time be in force.
Indirect Utilisation means the use by a third party of Access Rights for Exploitation, granted pursuant to this
PCA and/or the GA to a Party and its Affiliates, while making or providing products and/or services, only for
the account of and for the use, sale or other disposal by such Party and such Affiliates, while the substantial
portion of the specifications of such products and/or services has been designed by or for such Party and
such Affiliates.
INSIDE means the Dutch association with registered office at High Tech Campus 69, 5656 AG, Eindhoven,
The Netherlands.
Intellectual Property Rights or IPR(s) means: patents, patent applications and other statutory rights in
inventions; copyrights (including without limitation copyrights in Software); registered design rights,
applications for registered design rights, unregistered design rights and other statutory rights in designs; and
other similar or equivalent forms of statutory protection, wherever in the world arising or available.
Internal Research and Teaching means, subject to the compliance with confidentiality obligations agreed to
herein, any internal research, development and teaching or training activities within a Party or its Affiliates,
including without limitation, to:
(a) create prototypes of any kind (hardware or software) for demonstration purposes only and achieve
interoperability of software for research for demonstration and for education, including by means of
APIs; and
(b) public demonstration and promotion of such prototypes or other test environments,
but expressly excluding the activities of: (i) manufacturing for sale, (ii) offering for sale of products (iii)
commercial services such as consultancy services and (iv) contract research for third parties.
Legal Entity means any natural person, or any legal person created and recognised as such under national
law, Union law or international law, which has legal personality and which may, acting in its own name,
exercise rights and be subject to obligations.
Legitimate Interest means a Party’s interest of any kind, such as but not limited to a commercial or an
academic interest, that may be claimed in the cases provided for in this PCA where failure to take account of
its interest would result in its suffering a disproportionately high level of harm.
Member has the meaning attributed to it in Section 6.2.1.
National Funding Authority or NFA means any public authority of a country, that co-funds one or more of the
Parties hereto in the Action, independent from the Funding Authority,
National Grant Agreement means an agreement or other legally binding arrangement, in force and
applicable between an NFA and one or more Parties hereto, in which funding for the Action is granted to this
Party, or these Parties, by such NFA.
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ISOLDE Project Consortium Agreement, version: v7
Needed means in respect of executing or carrying out the Action, and/or in respect of “Exploitation of
Results”, technically essential and:
(a) where IPRs are concerned, that those IPRs would be infringed without Access Rights being granted
under the GA and/or this PCA;
(b) where Sensitive Information is concerned, only Sensitive Information which has been disclosed
during the Action may be considered as technically essential, except as otherwise agreed between
the Parties.
Object Code means Software in machine-readable compiled and/or executable form including, but not
limited to, byte code form and in form of machine-readable libraries used for linking procedures and
functions to other Software.
Project Consortium Agreement or PCA means this agreement, including all Annexes attached hereto.
Personal Data has the meaning attributed to it (without initial capital) in the GDPR.
Result(s) shall have the meaning given to it in the Rules, meaning any tangible or intangible effect of the
Action, such as data, knowledge and information whatever their form or nature, whether or not they can be
protected, which are generated in the Action as well as any rights attached to them, including Intellectual
Property Rights. Results do not include the effects generated/produced by activities outside of the Action
— be it before the Action starts, during its course or after it ends.
Rules has the meaning attributed to it in the third preamble.
Sensitive Information has the meaning given in Section 10.1 of this PCA.
Share means, for each Beneficiary, that Beneficiary's share of the funding from the Funding Authority and
funding effectively received by such Beneficiary from the National Funding Authority for the Action, as may
be changed by the Parties during the Action through an amendment of the Action Plan. To what concerns an
Associated Partner, “Share” shall mean the total eligible costs requested in the proposal for the Project from
the National Funding Authority.
Subcontractor means any third party engaged by a Party to carry out any of that Party's tasks in relation to
the Action that carries out specific tasks in the Project and for which subcontracting budget will have to be
included in the budget upfront in order for it to be eligible for payment. For the avoidance of doubt, in-house
consultants are not considered Subcontractor(s).
Software means a software program being 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.
Source Code means Software in human-readable form normally used to make modifications to it, including
but not limited to comments and procedural code such as job control language and scripts to control
compilation and installation.
Section 2: Purpose
2.1 The purpose of this PCA is to specify with respect to the Action the relationship between the Parties, in
particular concerning the organisation of the work in the Action between the Parties, the management of the
Action and the rights and obligations of the Parties concerning inter alia liability, Access Rights and dispute
resolution.
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ISOLDE Project Consortium Agreement, version: v7
2.2 Associated Partner
The Parties involve Associated Partners. The Associated Partners do not sign the GA and receive no funding
from the Funding Authority, but from their National Authority(-ies); and therefore do not have a right to
charge costs or claim contributions from the Funding Authority, but will contribute to the Action as described
in the GA. Therefore, the Associated Partner shall be regarded as Party to this PCA and insofar all rights and
obligations of this PCA shall apply mutatis mutandis to the Associated Partners, with the exception of Section
7 of Financial Provisions.
According to Article 9.1 of the GA the Associated Partner shall implement its Action tasks (as defined in the
DoA) in accordance with Article 11 of the GA.
The Associated Partners acknowledge and agree that the obligations stated in the provisions Article 11
(proper implementation, Article 12 (conflict of interests), 13 (confidentiality and security), 14 (ethics), 17.2
(visibility), 18 (specific rules for carrying out action), 19 (information) and 20 (record-keeping) of the GA are
fully acceptable and will comply with these obligations.
In addition, the Associated Partners will ensure, that the bodies mentioned in Article 25 of the GA can
exercise their rights also towards them and the Associated Partners will cooperate with the Consortium to
fulfil all of its obligations under the GA.
Any Associated Partner from a non-European Union member State undertakes to comply additionally with
any other obligation arising from Art. 10.1 of the Grant Agreement.
Section 3: Entry into force, duration and termination
3.1 Entry into force
(a) An entity becomes a Party to this PCA upon signature of this PCA by one or more duly authorised
representative(s) of such entity.
(b) This PCAshall have effect from the Effective Date.
(c) An entity becomes a new Party to the PCA, subject to the approval of the General Assembly, upon
signature of the Declaration of Accession (Attachment 2) by one or more authorised
representative(s) of the new Party and the Coordinator. Such accession shall have effect from the
date identified in the Declaration of Accession.
3.2 Duration and termination.
This PCA shall continue in full force and effect until complete fulfilment of all obligations undertaken by the
Parties under the GA and under this PCA or the Funding Authority will have sent the final approval letter of
the final report. The Coordinator shall inform each Party respectively without undue delay, whichever comes
later.
However, this PCA or the participation of one or more Parties to it may be terminated:
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ISOLDE Project Consortium Agreement, version: v7
(a) for a non-Defaulting Party by a decision of the General Assembly and subject without limitation to
Sections 3.3, 4.1 and 9.8.2.1 of this PCA; The General Assembly shall not unreasonably withhold
consent to an application by a Party to terminate its participation in this PCA;
(b) for a Defaulting Party subject and without limitation to Sections 3.3, 4.2 and 9.8.2.2 of this PCA and
(c) by the mutual written consent of all of the Parties on the termination of this PCA for all Parties, on
terms to be agreed.
All terminations are subject to and without prejudice to the necessary consent and rights of the Funding
Authority pursuant to the GA.
If the GA:
- is not signed by the Funding Authority or a Party,or
- is terminated,
- if a Party's participation in the GA is terminated;
- an Associated Partner requests its termination of the Project Consortium Agreement.
then this PCA 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 PCA.
The termination of the participation of a Party shall not affect this PCA for the remaining Parties. The
consortium and the Action continue in such case.
The Parties agree that if a Party requests to withdraw from this Project Consortium Agreement, this request
will be considered as a request for its termination in the Grant Agreement, according to article 32. The
provisions of the Grant Agreement and of this Project Consortium Agreement regarding termination shall
apply as hereafter complemented.
If a Party wishes to withdraw from this Project Consortium Agreement, it shall send a request in writing to the
Coordinator. Such request shall fully set out the reasons for which such withdrawal is deemed necessary. The
Coordinator submits the request to the competent Consortium body, who may require that certain
conditions are fulfilled by the withdrawing Party, in the interest of the Project.
After the vote of the Consortium body, the withdrawing Beneficiary shall send the request of withdrawal its
own National funding body, for obtaining the acceptance if required according to the rules and regulations in
place in that Party’s country.
In case of one Party’s withdrawal, the other Parties shall use reasonable endeavours to reach a timely
agreement on how to reallocate the requesting Party's tasks under the Consortium Plan, and their related EU
budget and EC contribution for the Beneficiaries), so that the overall objectives of the Project can still be met
after the Party’s withdrawal. Following the decisions above, the Coordinator shall promptly notify the
Funding Authority, for its approval and any needed Grant Agreement amendment procedure.
3.3 Survival of rights and obligations
All provisions of this PCA which by nature should survive the termination of this PCA (whether terminated
with respect to any or all Parties as permitted at Section 3.2) shall so survive such termination. This shall
include without limitation the provisions relating to Definitions (Section 1), Results (Section 8), Access Rights
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ISOLDE Project Consortium Agreement, version: v7
(Section 9) and Non-Disclosure of Sensitive Information (Section 10), for the time period mentioned therein,
as well as for Liability (Section 5), privacy and data protection (Section 11) and Applicable Law and
Miscellaneous (Section 12), all of this PCA.
Termination shall not affect any rights or obligations of a Party leaving the Consortium 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.
Section 4: Responsibilities of Parties
4.1 General principles
Each Party undertakes to take part in the efficient implementation of the Action, and to co-operate, perform
and fulfil, in a timely manner, even after changes in its structure, if any, have occurred, all of its obligations
under the GA and this PCA as may be reasonably required from it and in a manner of good faith, whether or
not as prescribed by Applicable Law.
Each Party undertakes to notify in a timely manner, in accordance with the governance structure of the
Action, any significant information, fact, problem or delay likely to affect the Action.
Each Party shall promptly inform the Coordinator about relevant change of its organization, including, but
not limited to, organization name, address, bank account information and contact persons, which might
significantly adversely affect the outcome of the Action or its timely performance hereunder. If the
concerned Party fails to provide reasonable notice of such change, it will be responsible for reasonable
additional and verifiable costs the other Parties sustained specifically caused by the non-fulfilment of this
obligation. These costs, if any, may be deducted by the Coordinator from that Party’s Action Share upon
distribution of payments in accordance with Section 7.2.3 of this PCA.
Each Party shall, in a timely manner, provide all information reasonably required by a Consortium Body or by
the Coordinator to carry out its tasks.
Each Party shall take reasonable measures to ensure the accuracy of any information or materials it supplies
to the other Parties.
In the event that any of the Parties requests to withdraw its participation in the Action, the General Assembly
shall decide the appropriate course of action, which may include without limitation:
(a) reallocation of the requesting Party's work and contribution in order that the aims and objectives of
the Action can still be met after the proposed withdrawal, and submitting details of it to the Funding
Authority; or
(b) the drafting of a restructured Action Plan and submitting it to the Funding Authority.
4.2 Breach
In the event that a responsible Consortium Body identifies a substantial breach by a Party of its obligations
under this PCA or the GA (e.g. the improper implementation of the Action), the Coordinator or, if the
Coordinator is the Party in substantial breach of its obligations, a Party appointed by the General Assembly to
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ISOLDE Project Consortium Agreement, version: v7
that purpose, will, unless the breach is not capable of remedy, give formal notice to such Party in breach
requiring that such substantial breach must be remedied within 30 calendar days.
If such substantial breach 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 may 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 in the Action remains liable for
carrying out its relevant part of the Action and for such third party’s compliance with the provisions of this
PCA and of the GA. It has to ensure that the involvement of third parties does not affect the rights and
obligations of the other Parties under this PCA and the GA, including with regards to Access Rights to Results
generated by such third party
4.4 Access Rights by Affiliated Entities
In case an Affiliated Entity of a Party owns Background or, in accordance with Section 8.3.1, owns Results, the
relevant Party shall ensure that such Affiliated Entity will grant Access Rights to such Background or Results to
the other Parties, as if it were a Party to this PCA.
4.5 Specific clauses applicable to Associated Partner(s)
Associated Partners, as defined in the Grant Agreement, are Legal Entities which participate in the Action,
but without the right to charge costs or claim contributions.
Associated Partner(s) must ensure its/their own funding for the implementation of the Project. Each
Associated Partner undertakes to implement the Action tasks attributed to them in Annex 1 of the Grant
Agreement. The Associated Partners do not sign the Grant Agreement and do not receive funding from
the Funding Authority and therefore do not have a right to charge costs or claim contributions from the
Funding Authority. However, certain terms and conditions of the Grant Agreement and its Annexes are
applicable to the Associated Partner(s).
Each Associated Partner fully accepts and will abide by the following provisions of the Grant Agreement:
Article 11 (proper implementation), 12 (conflict of interests), 13 (confidentiality and security), 14 (ethics
and values), 17.2 (visibility), 18 (specific rules for carrying out action), 19 (general information obligations)
and 20 (record-keeping) and the provisions of the Grant Agreement where this Project Consortium
Agreement makes references to.
Furthermore, the Associated Partner(s) hereby explicitly agree to cooperate with and grant access to
bodies according to Article 25 of the Grant Agreement (the Funding 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.
The Associated Partner(s) collaborate(s) with the other Parties regarding their dissemination and Open
Science obligations and commit(s) to contribute to the technical and continuous reporting during and
after the implementation of the Project.
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A Party, who is an Associated Partner, shall be considered as a full party to this Project Consortium
Agreement, and shall accept all the rights and obligations pertaining in this Project Consortium
Agreement. The financial provisions in Section 7 in this Project Consortium Agreement do not apply to the
Associated Partner(s), with the exemption of Section 7.1.6 which applies to Associated Partner(s).
In case of termination or being declared a Defaulting Party, an Associated Partner shall, within the limits
specified in section 5.2 of this Project Consortium Agreement, bear any reasonable and justifiable costs
occurring to the other Parties for performing this Associated Partner’s tasks and the costs for additional
efforts necessary to implement the Project.
Moreover, an Associated Partner is liable towards the other Parties for any claim of the Funding Authority
against them regarding compliance with the terms and conditions of the Grant Agreement, caused by this
Associated Partner´s actions or omissions during Grant Agreement preparation, Project implementation
or after Project end.
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 Project Consortium Agreement.
Section 5: Liability towards each other
5.1 No warranties
In respect of any information, including but not limited to Sensitive Information, or materials (including
Results and Background) supplied by one Party to another under the Action, 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 vis-à-vis any of the other Parties in case of
infringement of proprietary rights of a third party resulting from any other Party (or its Affiliates)
exercising its Access Rights.
However, and notwithstanding anything to the contrary, each Party undertakes to not knowingly use for the
Action any proprietary rights of a third party for which such Party has not acquired the corresponding right to
use and to grant Access Rights to the other Parties in accordance with this PCA.
Upon notification or discovery that a Party has submitted defective or incorrect information to another Party
at any time during the performance of the Action, such Party shall promptly notify the affected Parties in
writing and correct and redeliver such corrected information at its own expense.
5.2 Limitations of liability
5.2.1 Liability: general
Subject to the following provisions of this Section 5.2, the general provisions of the Applicable Law governing
liability (including both contractual and non-contractual liability) shall apply to any claim between the Parties
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for loss or damage caused by a Party, its employees, agents and Subcontractors and arising in connection
with the Action and/or this PCA or the GA).
Parties shall take into consideration Sections 4.2 and 12.8.1, focusing primarily on an amicable solution, in a
strong effort for compromise, considering the cooperative and collaborative nature of this Action and the
goals the Parties aim at with this Action.
5.2.2 Excluded liabilities
To the extent permissible under Applicable Law and except as otherwise provided specifically below in this
Section 5.2, in no event shall any Party be liable to another Party for loss or damage caused by a Party, its
employees, agents and Subcontractors in connection with the Action and/or this PCA or the GA for any of the
following, however caused or arising, on any theory of liability, and even if such Party was informed or aware
of the possibility thereof:
- loss of profits, revenue, income, interest savings, shelf-space, production and business opportunities;
- lost contracts, goodwill, and anticipated savings;
- loss of or damage to reputation or to data;
- costs of recall of products; or
- any type of indirect, incidental, punitive, special or consequential loss or damage.
The foregoing exclusions shall not apply in the case of any breach by a Party of its obligations under Section
10 (Non-disclosure of Sensitive Information).
5.2.3 Financial limit on liability
Subject to the provisions of Sections 5.2.4 and 5.2.5 of this PCA, and also taking into consideration that the
primary resolution procedure shall be an amicable resolution between the concerned Parties as per Sections
4.2 and 12.8.1, the total aggregate liability of each Party to all of the other Parties collectively in respect of
any and all claims between the Parties for loss or damage caused by a Party, its employees, agents and
Subcontractors and arising in connection with the Action and/or including this PCA or the GA, shall not
exceed the greater of:
- once that Party's Share, or
- the sum of three hundred thousand euros (€ 300,000).
The financial limitation of liability specified above in this Section 5.2.3 shall double in the case of any breach
by a Party of its obligations under (a) Section 10 (Non-disclosure of Sensitive Information), or (b) Section 8
(Results) of this PCA.
If two or more Parties would conclude an additional confidentiality agreement according to Section 10.6 of
this PCA, the liability provisions (if any) of such additional agreement should prevail over this Section 5.2 with
respect to any exchange only between such Parties.
5.2.4 Exceeding the scope of Access Rights
For the avoidance of doubt, the exclusions and limitations stated in Sections 5.2.2 and 5.2.3 above shall not
apply in respect of any infringement of the IPRs of any other Party or any Affiliate of any other Party, which
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instead shall be settled according to the Applicable Law. Nonetheless, amicable resolutions as per Sections
4.2 and 12.8.1 shall be the preferred resolutions methods to any infringement of IPRs.
5.2.5 Other exceptions
The exclusions and limitations stated in Sections 5.2.2 and 5.2.3 above shall not apply in respect of any:
- fraud; death, injury to natural persons,
- wilful misconduct, gross negligence, wilful breach by a Party of any obligation accepted under the GA
and this PCA or
- otherwise in so far as mandatory applicable law overrides such exclusions andlimitations.
Where a privacy and data protection agreement is required in line with Section 11 of this PCA, liability as
regards the processing of Personal Data will be regulated by such agreement.
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 activities within the Action, either by itself or on its behalf under this PCA or from its use of
Results or Background.
5.4 Force Majeure
No Party shall be considered to be in breach of this PCA if it is prevented from fulfilling its obligations under
the PCA by Force Majeure.
Each Party will notify the competent Consortium Bodies in writing of any Force Majeure without undue delay,
describing the Force Majeure event, its anticipated duration and use reasonable efforts to resume
performance as soon as possible. If the consequences of Force Majeure for the Action are not overcome
within 12 weeks after such notification, the transfer of tasks – if any – shall be decided by the competent
Consortium Bodies.
Section 6: Governance structure
6.1 General structure
The organisational structure of the Consortium shall comprise the following Consortium Bodies:
6.1.1 General Assembly as the ultimate decision-making Consortium Body.
6.1.2 Project Management Board as the supervisory Consortium Body for the implementation of the Action
which shall report to and be accountable to the GeneralAssembly.
6.1.3 The Coordinator is the Legal Entity acting as the intermediary between the Parties and the Funding
Authority. The Coordinator shall, in addition to its responsibilities as a Party, perform the tasks assigned to it
as described in the GA and thisPCA.
6.1.4 The chairperson of each Consortium Body is a representative of the Coordinator to be appointed by the
Coordinator.
6.2 General operational procedures for all Consortium Bodies
6.2.1 Representation in meetings
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Any Party which is a member of a Consortium Body (herein referred to as “Member”):
- should be represented at any meeting of that Consortium Body
- may appoint a substitute or a proxy to attend and vote at any meeting on the Member’s behalf; and
- shall participate in a co-operative manner in the meetings.
6.2.2 Preparation and organisation of meetings
6.2.2.1 Convening meetings
The chairperson of a Consortium Body shall convene meetings of that Consortium Body in accordance with
the following:
Ordinary Extraordinary meeting
meeting
General At least once a At any time upon written request of the Project Management
Assembly year Board or 1/3 of the General Assembly Members or the
coordinator
Project At least quarterly At any time upon written request of any Project Management
Management Board Member
Board
6.2.2.2 Notice of a meeting
The chairperson of a Consortium Body shall give notice in writing of a meeting to each Member of that
Consortium Body Member (via email is admitted, but with acknowledgment of receipt ) as soon as
possible and no later than the minimum number of days preceding the meeting as indicated in Section
6.2.2.3 below.
6.2.2.3 Sending the agenda
The chairperson of a Consortium Body shall prepare and send each Member of that Consortium Body a
written (original) agenda no later than the minimum number of days preceding the meeting as indicated
below:
General Assembly 14 calendar days, 10 calendar days for an extraordinary meeting
Project Management Board to accompany the notice
6.2.2.4 Adding agenda items
Any agenda item requiring a decision by the Members must be identified as such on the agenda. Any
Member of a Consortium Body may add an item to the original agenda at any time prior to the meeting
provided a majority of two thirds of the Members agree to add such agenda item and during the meeting
provided that all Members of the Consortium Body are present or represented and a majority of two thirds
(2/3) of the Members agree to add such agenda item.
6.2.2.5 Meetings of each Consortium Body may also be held remotely by means of communications whereby
all Members can hear and speak to each other.
6.2.2.6 Any decision may also be taken without a meeting if the Coordinator circulates to all Members of the
Consortium Body a written document setting out the decision being requested, if such decision is then
agreed to in writing by the number of representatives equal to the defined majority (see Section 6.2.3.
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below) of all Members of the Consortium Body. Such document shall include the deadline for responses, but
such deadline shall be at least fifteen (15) calendar days after such document is sent in view of the provisions
at Clause 6.2.4.2 and Clause 6.2.5.2 below.
6.2.3. Voting rules and quorum
6.2.3.1 Each Consortium Body shall not deliberate and decide validly unless two-thirds (2/3) of the Members
of that Consortium Body are present or represented (“Quorum”).
If the Quorum is not reached, the chairperson of the Consortium Body shall promptly convene another
meeting within 15 calendar days. If in this second meeting the Quorum is not reached, then this second
meeting shall nevertheless be entitled to decide .
6.2.3.2 Each Member of a Consortium Body present or represented in the meeting shall have onevote.
6.2.3.3 A Party may not vote on its identification by the General Assembly to be in breach and on its
declaration to be a Defaulting Party nor shall their presence account for the necessary quorum. A Party
which the General Assembly has declared according to Section 4.2 to be a Defaulting Party may not vote, nor
shall their presence account for the necessary quorum.
The Coordinator may not vote on decisions regarding a proposal to the Funding Authority for a change of the
Coordinator.
6.2.3.4 Decisions in the General Assembly shall be taken by a majority of two-thirds (2/3) of the votes cast,
except for accession of a new party and any change of any Party’s Share, where unanimous vote of all
Members is required.
Decisions in the Project Management Board shall be taken by a majority of two-thirds (2/3) of the votes cast.
6.2.4 Veto rights
6.2.4.1 A Party that can show that its own work, time for performance, costs, liabilities, Intellectual Property
Rights, Access Rights, Share, Sensitive Information or Legitimate Interests would be adversely affected by a
decision of a Consortium Body may exercise a veto with respect to the corresponding decision or relevant
part of the decision.
The exercise of the veto shall be supported by a written justification by the Party exercising such veto.
The written justification will be made available to all Parties .
6.2.4.2 A Party may veto such decision within 15 calendar days after the draft minutes of the meeting have
been sent. In case of exercise of veto, the Members of the related Consortium Body shall make good faith
efforts to resolve the matter which occasioned the veto in a way which minimises disruption to the Action.
6.2.4.3 A Party may not veto decisions relating to it being in substantial breach of its obligations or 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.
6.2.5 Minutes of meetings
6.2.5.1. The chairperson of a Consortium Body shall produce written minutes of each meeting which shall be
the formal record of all decisions taken. The chairperson shall send the draft minutes to all Members within
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14 calendar days counting from the date on which the meeting was held, informing the Members within
how many days objections to the minutes, if any, must be submitted to the chairperson.
6.2.5.2 Each Member of a Consortium Body that has attended the meeting, shall have the right to request
that a factual inaccuracy be corrected. The minutes shall be considered as accepted if, within 14 calendar
days from sending, no Member has sent an objection in writing to the chairperson with respect to the
accuracy of the draft of the minutes. The Coordinator shall provide authenticated duplicates of the minutes
to all Parties.
6.3 Specific operational procedures for the Consortium Bodies
6.3.1 General Assembly
In addition to the rules described in Section 6.2 above, the following rules apply:
6.3.1.1 General Assembly Members
6.3.1.1.1 The General Assembly shall consist of one representative of each Party (hereinafter referred to as
“General Assembly Member”).
6.3.1.1.2 Each General Assembly Member is authorised to deliberate and decide on all matters listed in
Section 6.3.1.2. of this PCA.
6.3.1.1.3 The Coordinator shall chair all meetings of the General Assembly, unless decided otherwise in a
meeting of the General Assembly.
6.3.1.2. Decisions
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. In addition, all proposals made by the Project Management
Board shall also be considered and decided upon by the General Assembly.
Only the General Assembly can take the following actions, all decisions to be made in accordance with the
terms of the GA and this PCA:
- decide upon any proposal made by the Project Management Board for the allocation of the Action's
budget in accordance with the GA, and review and propose budget reallocations to the Parties;
- decide upon proposals to the Parties for the review and/or amendment of the terms of the GA;
- decide upon material changes to the Action Plan;
- decide upon proposals from the Project Management Board for the plan for use and the
Dissemination of Results;
- decide upon proposals to the Parties for modifications or withdrawals to Attachment 1A/B
(Background included/excluded, as applicable);
- decide upon any addition to Attachment 3 (List of third parties for simplified transfer according to
Section 8.3.2 of this PCA);
- decide upon the proposed accession of a new Party to the Consortium and approval of the
settlement on the conditions of the accession of such a newParty;
- decide upon the request for the withdrawal of a Party from the Consortium and the approval of the
settlement on the conditions of the withdrawal;
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- decide upon identification of a substantial breach by a Party of its obligations under this PCA or the
GA;
- decide upon declaration, remedies and termination of a Defaulting Party;
- decide upon proposals to the Funding Authority for a change of the Coordinator if made a Defaulting
Party;
- decide upon proposals to the Funding Authority for suspension or termination of all or part of the
Action; and
- decide on the appointment - if necessary - of anyvacancy to the Project Management Board .
- Decide on the contributions to Standards in accordance with the procedure set forth in art. 8.5.
Associated Partners may not vote for changes to Annex 2 of the Grant Agreement, nor shall their
presence account for the necessary quorum.
The following decisions may be voted only by Beneficiaries. The presence of Associated partners will not
count for the necessary quorum:
- Proposal to the Funding Authority for a change of the Coordinator
- Proposal to the Funding Authority for suspension of all or part of the Project
- Proposal to the Funding Authority for termination of the Project and the Project Consortium
Agreement
6.3.2. Project Management Board
6.3.2.1 Project Management Board Members
The Project Management Board shall consist of representatives of the Coordinator, edacentrum GmbH
accordingly to clause 6.4.6, and representatives of the Work Package Leaders in accordance with Section
6.2.1 of this PCA (hereinafter referred to as “ Project Management Board Members”). Any changes to the
membership of the Project Management Board (hereinafter PMB) shall be subject to approval by the General
Assembly.
The Coordinator shall chair all meetings of the Project Management Board.
6.3.2.2 Minutes of meetings
Minutes of Project Management Board meetings shall be sent by the Coordinator to the General Assembly
Members for information.
6.3.2.3 Tasks
6.3.2.3.1 The chairperson of the Project Management Board shall prepare the meetings, propose decisions
and prepare the proposals for the General Assembly according to Section 6.3.1.2 above.
6.3.2.3.2 When taking decisions, the Project Management Board shall try to find consensus amongst the
Project Management Board Members. However, in case such consensus cannot be reached the Project
Management Board shall decide by simple majority.
6.3.2.3.3 The Project Management Board shall be responsible for the proper execution and implementation
of the decisions of the General Assembly.
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6.3.2.3.4 The Project Management Board shall monitor the effective and efficient implementation of the
Action.
6.3.2.3.5 In addition, the Project Management Board shall collect information at least every 6 months on the
progress of the Action, examine that information to assess the compliance of the Action with the Action Plan
and, if necessary, propose modifications of the Action Plan to the General Assembly.
6.3.2.3.6 The Project Management Board shall in accordance with the terms of the GA and thisPCA:
- make proposals to the General Assembly for allocation of the Action's budget in accordance with the
GA, review and propose budget reallocations to theParties;
- manage the Action;
- propose to the General Assembly procedures and tools for the marking and handling of information
exchanged between Parties in the performance of the Action;
- decide upon measures in the framework of controls and audit procedures
- to ensure the effective day-to-day coordination and monitoring of the progress of the technical
work affecting the Action as a whole;
- decide upon the technical roadmaps with regard to theAction;
- propose to the General Assembly the plan for using and Dissemination of the Results;
- make proposals to the General Assembly that the General Assembly should serve notice on a
Defaulting Party and that the General Assembly decide to assign the Defaulting Party's tasks to one
or more specific Legal Entity(ies) (preferably chosen from the remaining Parties);
- support the Coordinator in preparing meetings with the Funding Authority and in preparing related
data and deliverables; and
- prepare and implement the content and timing of press releases and other external communications
by the Consortium or proposed by the Funding Authority in respect of the procedures of Article 17 of
the Grant Agreement.
In the case of abandoned or revised tasks as a result of a decision of the General Assembly, the Project
Management Board shall advise the General Assembly on ways to rearrange tasks and budgets of the Parties
concerned. Such rearrangement shall take into consideration the legitimate commitments undertaken prior
to the decisions that cannot be cancelled.
6.4. Coordinator
6.4.1 The Coordinator is the Legal Entity acting as the intermediary for efficient and correct communication
between the Parties and the Funding Authority and shall, in addition to its responsibilities as a Party, perform
all tasks assigned to it as described in the GA and in this PCA.
6.4.2 In particular, the Coordinator shall
- monitor compliance by the Parties with their obligations;
- keep the address list of the Parties and other contact persons updated and available;
- collect, review to verify consistency and submit reports, other deliverables (including financial
statements and related certifications) and specific requested documents to the Funding Authority;
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- administer, prepare the minutes and provide these to the chair of the General Assembly and the
Project Management Board (in respect of providing the chair of the General Assembly and the
Project Management Board, solely if nothing is decided otherwise in accordance with Sections
6.3.1.1.3 and/or 6.3.2.1 of this PCA, respectively), and follow-up the decisions of the General
Assembly and the Project Management Board ;
- transmit documents and information connected with the Action to any other Parties concerned;
- administer the financial contribution of the Funding Authority and fulfilling the financial tasks
described in Section 7.2 of this PCA;
- verify whether the Parties identified in the GA comply with the necessary formalities for accession to
the GA in accordance with the GA;
- provide, upon request, the Parties with official copies or originals of documents which are in the sole
possession of the Coordinator when such copies or originals are necessary for the Parties to present
claims;
- maintain details of approvals given in relation to material that is subject to Controlled Licensed
Terms; and
- maintain and on request circulate both during and for four years after the period of the Action set
out in Article 4 and the Data Sheet of the Grant Agreement, a brief annual synopsis of Exploitations
as envisaged by Article 16.4 with reference to Annex 5 of the Grant Agreement as disclosed by the
Parties to the Coordinator when requested by the Coordinator to the Parties.
If one or more of the Parties is late in submission of any Action deliverable, the Coordinator may nevertheless
submit the other Parties’ Action deliverables and all other documents required by the GA to the Funding
Authority in time.
6.4.3 The Coordinator shall not be entitled to act or to make legally binding declarations on behalf of any
other Party or of the Consortium.
6.4.4 The Coordinator shall have no other functions unless otherwise agreed upon by the General Assembly.
6.4.5 If the Coordinator fails in its coordination tasks, the General Assembly may propose a new Coordinator
to the Funding Authority.
6.4.6 If any Party intends to employ a Subcontractor, other than the Project Management Support, to carry
out any part of that Party's work on the Project (other than those already entrusted to Edacentrum), such
employment shall only be on terms, which enable that Party to carry out its obligations under this PCA. That
Party shall not, without the prior written agreement of the other Parties, grant to the Subcontractor any
rights to or under any Foreground or Background of the other Parties, other than to carry out the relevant
part of such Party’s work on the Project.
Part A of the Grant Agreement regulates that a third party shall support the Project Management Board and
the Partners in carrying out the Project’s management and administrative tasks (hereinafter, “Project
Management Support”), and also as provided for under a statement issued by the Coordinator on behalf of
the Consortium. However, the Project Management Support shall have no vote in any decision of the
Consortium.
Parties have agreed to ,subject to the compliance of the national law formalities, terms, conditions and legal
limits applicable to each Party, and in light of what results of the Grant Agreement, to consider engaging and
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subcontract the referred Project Management Support to the extent of the percentage applicable for each
Party’s share effectively paid by the KDT Funding Authority and the national Funding Authority, calculated
through the following formula: 2.5% of the effective total partner’s funding (= EU funding plus national
funding) to be paid only after the receipt of each instalment from the KDT and the national Funding
Authorities and under terms consistent with such an engagement.
6.5 Work Package Leaders
The work package leaders shall monitor and control the correct and timely implementation of the tasks
within their work package, including the completion of the respective milestones and deliverables. The work
package leaders coordinate the activities of all Parties involved in the respective work package, participating
stakeholders and potential subcontractors. The work package leaders will monitor the use of the assigned
resources, the schedule and the quality of the Action deliverables and report them to the Project
Management Board.
Section 7: Financial provisions
7.1 General Principles
Section 7 of this Project Consortium Agreement does not apply to Associated Partners.
7.1.1 Distribution of Financial Contribution
The financial contribution of the Funding Authority to the Project shall be distributed by the Coordinator
according to:
- the Consortium Plan
- the approval of reports by the Funding Authority, and
- the provisions of payment in Section 7.2.3.
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 with respect to the Project towards the Funding Authority. Neither
the Coordinator nor any of the other Beneficiaries shall be in any way liable or responsible for such
justification of costs towards the Funding 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 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 the “Accepted EU
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contribution (cumulative)” in the document “Financial Situation (project overview)” provided by the Funding
Authority at the project end.
7.1.4 Return of excess payments; receipts
7.1.4.1 In any case of a Beneficiary having received excess payments, the Beneficiary has to return the
relevant amount to the Coordinator without undue delay.
7.1.4.2 In case a Beneficiary earns any receipt that is deductible from the total funding as set out in the
Consortium Plan, the deduction is only directed toward the Beneficiary earning such income. The other
Beneficiaries financial share of the budget shall not be affected by one Beneficiary receipt. In case the
relevant receipt 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 Beneficiaries.
7.1.5. Financial Consequences of the termination of the participation of a Party
A Party leaving the Consortium shall refund all payments it has received except the amount of contribution
accepted by the Funding Authority or another contributor, as required by the applicable rules. Furthermore a
Defaulting Party shall, within the limits specified in Section 5.2 of this PCA, upon its termination bear any
reasonable and justifiable additional costs occurring, as a consequence of such termination, to the other
Parties in order to perform its and their tasks.
7.2. Payments
7.2.1 Payments of funding from the Funding Authority to Beneficiaries are the exclusive task of the
Coordinator.
In particular, the Coordinator shall:
- 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;
- keep the records and financial accounts relevant for the Funding Authority financial contribution and
to inform the Funding Authority of its distribution thereof; and
- undertake to keep the financial contribution to the Action separated from its normal business
accounts, its own assets and property.
7.2.2 With reference to Articles 21.2 and 21.3.2 of the Grant Agreement, no Beneficiary shall before the end
of the Action receive more than its allocated share of the maximum grant amount from which the amounts
retained by the Funding Authority for the Guarantee Fund and for the final payment have been deducted.
7.2.3 The Beneficiaries agree that distribution of payments by the Coordinator is governed by the following
rules:
7.2.3.1 The Coordinator is entitled to withhold any payments due to a Defaulting Party when this is
suggested by or agreed with the Funding Authority, or to a beneficiary that has not yet signed this PCA
7.2.3.2 Payment procedures
a) Pre-financing: All Beneficiaries receive thirty-five percent (35%) of their own Maximum
Grant Amount as Pre-financing.
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b) 1st interim payment: The Coordinator uses the Accepted EU contribution in the first
reporting period (RP1) as a reference for calculating the 1st interim payment to each Beneficiary for
two and a half (2.5) years. The 1st interim payment = 2.5 * Accepted EU contribution in RP1 minus
the amount paid with the pre-financing. With the 1st interim payment none of the Beneficiaries will
receive more than 67% of the total maximum grant.
c) 2nd interim payment: The Coordinator uses the average Accepted EU contribution in the
first and second reporting periods (RP1 & RP2) as a reference for calculating the payment of the 2nd
interim payment to each Party for three (3) years. The 2nd interim payment = 3 * average of the
accepted EU contribution in RP1 & RP2 minus the total funding amount already paid. With the 2nd
interim payment none of the Beneficiaries will receive more than 85% of the total maximum amount
of grant.
d) Final payment: The Coordinator will distribute the final payment in instalments. The first
instalment includes the remaining amount of the funding, which will be distributed once the
Coordinator receives the final payment from the Funding Authority. The following instalments
include the recovered excess payments from the Beneficiaries, which will be distributed when the
respective Beneficiaries have returned it to the Coordinator.
7.2.4 The Coordinator is entitled to recover any payments already paid to (i) a Defaulting Party pursuant to
the applicable provisions of the Grant Agreement, except for payments which have been effectively used in
the Action and have been accepted by the Funding Authority, and (ii) when a Party’s total grant amount is
less than payments received.
Section 8: Results
8.1. Ownership of Results
Results shall be owned by the Party whose employee(s) generated such Results (or where legally mandatory,
by the employees themselves), or on whose behalf such Results have been generated.
8.2. Joint ownership
8.2.1 In accordance with Article 16.4 with reference to Annex 5 of the Grant Agreement, two or more Parties
shall own Results jointly if:
(a) they have jointly generated them; and
(b) it is not possibleto:
(i) establish the respective contribution of each Party; or
(ii) separate them for the purpose of applying for, obtaining or maintaining their protection.
The other provisions of Annex 5 of the Grant Agreement regarding joint ownership of Results shall not apply.
Instead, this Section 8.2 (which constitutes a “joint ownership agreement” for the purposes of Annex 5 of the
Grant Agreement) shall apply. However, the joint owners shall nevertheless be at liberty to agree in writing
something different to this Section 8.2, so long as such different agreement does not adversely affect the
Access Rights or other rights of the other Parties provided under the GA or this PCA.
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Where no joint ownership agreement has yet been concluded and it is not possible to establish the
respective contribution of each Party, the Parties agree that their contributions are deemed to be balanced
and that each joint owner shall have an equal, undivided ownership right in and to a joint Result as well as in
and to resulting Intellectual Property Rights in all countries, unless otherwise provided in this Section 8.2, or
in a joint ownership agreement between the joint owners concerned.
8.2.2
Notwithstanding anything to the contrary in the provisions of Article 16.4 with reference to Annex 5 of the
Grant Agreement and unless otherwise agreed in a joint ownership agreement between the joint owners
concerned, each of the joint owners and their Affiliated Entities shall be entitled to Exploit the jointly owned
Result as they see fit, and shall be entitled to grant non-exclusive licenses to any third party, without
obtaining any consent from, paying compensation to, or otherwise accounting to any other joint owner(s).
However, and notwithstanding the above or any mandatory national applicable law as prescribed
under 12.5, when at least one of the joint owning Parties is a research organization or research
infrastructure in the sense of the Framework for State aid for research and development and
innovation (EU C (2022) 7388), and in case of unbalanced contributions according to the State Aid
Rules applicable, the other joint owning Parties shall compensate economic advantages resulting
from the mutual rights of Exploitation, in accordance and to the extent necessary to avoid breach of
if applicable State Aid rules and Parties’ national applicable laws. This shall be agreed in a separate
written agreement.
8.2.3 Each joint owner of Intellectual Property Rights protecting such jointly owned Result shall have the
right to bring an action for infringement of any such jointly owned Intellectual Property Rights only with the
consent of the other joint owner(s). Such consent may only be withheld by another joint owner who
demonstrates that the proposed infringement action would be prejudicial to its Legitimate Interests.
8.2.4
Following generation of a joint Result, the joint owners shall enter into good faith discussions in order to
agree on an appropriate course of action for filing application(s) for Intellectual Property Rights in such joint
Result, including the decision as to which Party is to be entrusted with the preparation, filing and prosecution
of such application(s) and in which countries of the world such application(s) for Intellectual Property Rights
are to be filed. Except for any application(s) for protection that is/are urgently required in order to safeguard
priority, the filing of any application(s) for Intellectual Property Rights on joint Results shall require mutual
agreement between the joint owners. Save as otherwise explicitly provided herein, all costs related to
application(s) for Intellectual Property Rights in joint Results and Intellectual Property Rights resulting from
such application(s) shall be shared equally between the joint owners.
In the event that one of the joint owners of an Intellectual Property Right or an application for an Intellectual
Property Right on a joint Result wishes to abstain from participation in the application or at a later time
wishes to discontinue the payment of its share of the maintenance fees or other costs in any particular
country or territory (the “Relinquishing Owner”), the Relinquishing Owner shall promptly notify the other
joint owner(s) of its decision, and the other joint owner(s) may take over the payment of such share. The
Relinquishing Owner shall forthwith relinquish to the other joint owner(s) who continue such payments, its
right, title to and interest in such jointly owned Intellectual Property Right for the countries or territories
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concerned, subject, however, to the retention of a non-transferable, non-exclusive license, on conditions to
be agreed in compliance with the European State Aid Rules as stated in 8.2.2, without the right to grant sub-
licenses other than sublicenses in connection with its businesses, products and services, and other than
sublicenses to its Affiliates, for implementation of the Action and for Exploitation, for the lifetime of the
jointly owned Intellectual Property Right in or for the countries or territories concerned in favour of, and for
the use by, the Relinquishing Owner as well as such Relinquishing Owner’s Affiliates.
8.3. Transfer of Results
8.3.1 Each Party may transfer ownership of its own Results (including without limitation its share in Results
that it owns jointly with another Party or Parties and all rights and obligations attached to such Results) to any
of its Affiliates without notification to any other Party, subject, however, to the entitlement of the other
Parties to the Access Rights to such Results granted or to be granted in accordance with the PCA at any point
in time. The transferring Party shall provide information as to the joint-owners of a jointly-owned Result if so
required by the other(s) joint-owners.
8.3.2 Each Party may identify in Attachment 3 to this PCA specific third party(ies). Each Party may transfer
ownership of its own Results (including without limitation its share in jointly owned Results) and all rights and
obligations attaching to such Results to any third party(ies) it identifies in Attachment 3 without notification
to any other Party. The transferring Party shall, however, upon another Party’s request, inform the requesting
Party of such transfer. During the implementation of the Action, any Party may add any further third party to
Attachment 3 by providing written notice to the Coordinator for submission for a decision by the General
Assembly within a reasonable period prior to a transfer to such further third party becoming effective.
8.3.3 The Parties hereby agree that in the framework of a merger or an acquisition, which, for the sake of
clarity, shall mean to include any assignment of ownership of any of the Parties’ Results, no notification of
intended transfer of ownership need be given, due to confidentiality obligations arising from national and/or
union laws or regulations, for as long as such confidentiality obligations are in effect and/or for as long as
such notice is prohibited under applicable EU and/or national laws on mergers and acquisitions.
8.3.4 Any transfer of ownership of Results made under this Section 8.3 shall be made subject to the Access
Rights, the rights to obtain Access Rights and the right to Disseminate Results that are granted to the other
Parties and their Affiliates in the GA and/or this PCA. Therefore, each transferor shall ensure that such
transfer does not prejudice such rights of the other Parties or their Affiliates, and the transferor shall pass on
its obligations regarding the transferred Results to the transferee, including the obligation to pass them on to
any subsequent transferee. The obligations under this Section 8.3 apply for as long as other Parties have - or
may request - Access Rights to Results, as provided in Section 9 of this PCA.
8.3.5 Each Party hereby waives any right to prior notification and to object to any transfer that is made in
compliance with this Section 8.3.
8.4 Dissemination
8.4.1 Dissemination of own Results
During the Action for a period of 3 years after the end of the Action or the final payment of the European
Funding has been received from the Coordinator, whichever comes last, the Dissemination of own Results by
one or several Parties including but not restricted to publications of whatever form (excluding patent
applications(s) and other registrations of IPRs), shall be governed by the procedure of Article 17 with
reference (17.4) to Annex 5 of the Grant Agreement subject to the following provisions:
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Any publication planned by a Party shall be submitted through written notice to the other Parties at least
thirty (30) days before the planned publication submission date. Any objection to the planned publication
shall be made in writing to all Parties within twenty-five (25) days after receipt of the written notice. If no
objection is made within the time limit stated above, the publication is permitted
An objection to a planned publication by a Party according to the first paragraph of this Subsection 8.4.1 is
justified if any of the following applies:
- the protection of the objecting Party's Results or Background is adversely affected;
- the proposed publication includes Sensitive Information of the objecting Party;
- the objecting Party's Legitimate Interests would be significantly harmed.
Any and all objection(s) shall include, to the extent possible, a precise request for necessary modifications.
If an objection has been raised on one or more of the above-mentioned grounds, the objecting Party and the
publishing Party 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 Sensitive Information before
publication) and the objecting Party shall not unreasonably continue the opposition if appropriate measures
are taken following the discussion.
The objecting Party can request a publication delay of not more than 90 days from the time it raises such an
objection. After 90 days the publication is permitted, provided that the objections of the objecting Party have
been addressed and no Sensitive Information of the objecting Party is included without its approval.
8.4.2 Dissemination of another Party’s unpublished Results, Background, or Sensitive Information
In case a Party wishes to include in a Dissemination activity another Party's Results (which are not publicly
available), Background and/or Sensitive Information, it needs to first obtain that Party's prior written
approval.
The mere absence of an objection according to Section 8.4.1 of this PCA is not considered as an approval.
8.4.3 Co-operation obligations
(i) The Parties undertake to co-operate to allow the timely submission, examination, publication and
defence of any dissertation or thesis for a degree which includes their Results, Background and/or
Sensitive Information, subject to the confidentiality and Dissemination provisions agreed in this PCA.
(ii) In accordance with Section 8.4.1 of this PCA, prior to submitting any planned publication and/or any
planned Dissemination activity of Results, Parties shall undertake reasonable efforts to refrain from
including in such planned publication and/or such planned Dissemination activity of any other Party’s
Results, Background or Sensitive Information.
8.4.4 Use of names, logos or trademarks
Nothing in this PCA 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.
8.5 Contributions to Standards
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Except as explicitly provided in Annex 1 (Description of the action) of the GA, or as otherwise stated in an
Attachment to this PCA, no Party shall have any obligation pursuant to this PCA to make any contribution for
incorporation of its own Result, in any European or other standard.
No Party shall have the right to contribute to a standard or allow the contribution to a standard of any
Results, Background or Sensitive Information of another Party, even where such Results, Background or
Sensitive Information is amalgamated with such first Party’s Result, Background, or Sensitive Information or
other information, document or material. Any such contribution without such other Party’s written
agreement justifies, in addition to any other available remedies, objection to the contribution by the Party
concerned.
Subject to a decision by the General Assembly that the Consortium may contribute to a European or other
standard, a copy of any proposed contribution of Results to a meeting of a standard setting body, for the
purpose of incorporation in a standard, shall be distributed in detail and in writing to the Parties, by the
Party/ies proposing to submit the contribution, no later than 60 days prior to the date of the meeting
(“Review Period”).
Any Party may submit a written objection to such contribution to the Party/ies proposing the standard’s
contribution and to the Project Management Board, within a period of forty-five (45) days, (hereinafter
referred to as the “Objection Period”) after receipt of a copy of the proposed contribution on either or both
of the following grounds:
(i) that the objecting Party considers that the protection of the objecting Party’s Result would be
adversely affected by the proposed contribution;
(ii) that the proposed contribution includes the Results, Background, or Sensitive Information of the
objecting Party.
The proposed contribution shall not be made until the expiry of the Objection Period. Any objection
accompanied by evidence indicating, prime facie, that the objection is justifiable, is hereinafter referred to as
a “Justifiable Objection”. In the absence of any Justifiable Objection on either or both of the above grounds
within the above-mentioned period, it is deemed that the Parties agree to the proposed contribution.
Following the end of the above-mentioned period, the Project Management Board shall inform the Parties
whether or not any objection has been received and whether such objection(s) is/are Justifiable Objections.
In the event that a Justifiable Objection is raised on either or both of the above defined grounds within the
Objection Period, the Party proposing the contribution to a standard and the Party objecting shall seek in
good faith to agree a solution on a timely basis whereby the Justifiable Objection is resolved. No such
standard contribution shall be made in respect of which any Justifiable Objection remains unresolved.
Section 9: Access Rights
9.1. Background included: “Positive List”
9.1.1 Each Party identifies in Attachment 1A references to its Background to which it is willing to grant Access
Rights for the implementation of the Action or Exploitation of any Result. In addition, each Party may, during
the term of the Action, add into Attachment “1A” a reference to any of its Background notyet so listed.
9.1.2 Notwithstanding anything to the contrary in this PCA, there shall be no obligation to grant, and no right
to be granted, Access Rights to any Background that is not listed in Attachment 1A to this PCA (“Unlisted
Background“). Each Party agrees not to use, in the implementation of the Action, any of its Unlisted
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Background, if such use would result in such Unlisted Background being Needed by any other Party for
implementation of the Action or Exploitation of Results.
9.2. General Principles
9.2.1 Subject to Section 9.1 of this PCA and as provided in Article 16 (Intellectual Property Rights (IPR) –
Background and Results – Access Rights and Rights of Use) of the Grant Agreement, Parties shall use
reasonable efforts to inform each other before signature of the GA of any limitation affecting the right to
grant Access Rights to their Background. Parties shall also inform each other as soon as possible of any other
restriction which might substantially affect the granting of Access Rights to their Background. If the General
Assembly considers that the restrictions mentioned in Section 9.2.1 of this PCA have such significant impact,
and such restrictions are not foreseen in the Action Plan, it may decide to update the Action Plan accordingly.
9.2.2 For the sake of clarity, any Access Rights granted under this PCA expressly exclude any rights to grant
sub-licenses, unless expressly stated otherwise in this PCA or agreed in writing between the Parties
concerned.
9.2.3 Save in exceptional circumstances, the granting of Access Rights shall be free of any administrative
transfer costs. Any and all Access Rights granted under this PCA shall be granted on a non-exclusive, non-
transferable and worldwide basis, if not otherwise agreed in writing by the Parties concerned.
9.2.4 Any requests for receiving Access Rights to be granted under this PCA shall be made within thirty (30)
months after the end of the Action referred to in Article 4 of the Grant Agreement. The Party receiving
Access Rights must at all times be able to demonstrate with all due care and in good faith that Access
Rights are Needed, at the time of its request.
9.2.5 Results and/or Background shall be used by the non-owning Party only for the purposes for which
Access Rights to such Results and/or such Background have been granted and are subject to the conditions
set forth in this PCA.
9.2.6 As far as not deemed granted by means of this Agreement, and unless stated otherwise in Sections
9.4.1 and/or 9.4.2 of this PCA, all requests for Access Rights for Exploitation shall be made in writing.
9.2.7 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.
9.2.8 Have Made Rights
Any and all Access Rights for Exploitation granted pursuant to this PCA include the right of Indirect Utilisation.
9.2.9 Employee’s Rights
In addition to the obligations pursuant to the GA, each Party shall, to the fullest extent it can lawfully do so,
ensure that it can, and its Affiliates can, grant Access Rights and fulfil the obligations under the GA and this
PCA notwithstanding any rights of its employees or Subcontractors in Results so created.
9.3 Access Rights for implementation
Access Rights to Results and Background Needed by a Party for the implementation of its own tasks under
the Action are hereby requested (in accordance with the requirements of the GA), and shall be deemed
granted, as of the date of the GA entering into force, on a royalty-free basis to and by all Parties, and shall
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either terminate automatically upon completion of the Action or upon termination of a Party’s participation
in accordance with Section 9 9.2 of this PCA.
9.4 Access Rights for Exploitation and Internal Research and Teaching
TO RESULTS
9.4.1 Access Rights to all Results for Internal Research and Teaching royalty-free; but other Access Rights to
Results on Fair and Reasonable Conditions, with required Access Rights request
Access Rights to Results for Internal Research and Teaching are hereby requested, and shall be deemed
granted, as of the date of the Result arising, on a royalty-free basis to and by all Parties, for the lifetime of
the relevant Result subject to the restrictions under this PCA including Section 8.4 and Section 10.
Access Rights to Results if Needed for Exploitation of a Party’s own Results, shall be granted on Fair and
Reasonable Conditions subject to the following:
(i) The Party requiring the grant of such Access Rights (the “Requesting Party”) shall make a written
request to the Party (the “Granting Party”) from which it requires the Access Rights.
(ii) The written request shall identify the Results concerned.
(iii) Any such Access Rights shall only be granted upon the signature of a written agreement between
the Granting Party and the Requesting Party and shall not be otherwise deemed granted.
(iv) The requesting Party must show with all due care and in good faith that Access Rights are
Needed.
ACCESS RIGHTS TO BACKGROUND
9.4.2 Access Rights to Background, if Needed for Exploitation of a Party’s own Results or for Internal Research
and Teaching, as demonstrated to the satisfaction of the Party owning or controlling such Background shall
be granted on Fair and Reasonable Conditions to be negotiated in good faith between the concerned Parties,
and subject to the limitations or conditions indicated in Attachment 1A related to the concerned Background,
if any. If such Background includes all or part of a commercially available product and/or service of a Party or
of a third party, the terms and provisions governing the access to and use of such commercially available
product and/or service shall be deemed the prevailing Fair and Reasonable Conditions.
9.5 Access Rights to and by Affiliates
9.5.1 Direct Right of Access Rights to Affiliates
If the concerned Parties do not agree otherwise, the following shall apply. When granting any Access Rights
to Results and Background under this PCA, each licensing Party hereby grants to the licensed Party a right to
sublicense the Access Rights granted to that licensed Party by or pursuant to this PCA to licensed Party’s
Affiliates, however, subject to the further provisions of this Section 9. In sub-licensing any Access Rights to its
Affiliates, each Party shall ensure that its Affiliates are bound by the relevant and applicable rights and
obligations provided under or pursuant to this CA, including without limitation appropriate undertakings as to
confidentiality.
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Access Rights granted to any Affiliate are subject to the conditions attached to the Party granting such sub-
licence and subject to continuation of the Access Rights of the Party to which it is affiliated, and shall
automatically terminate upon termination of the Access Rights granted to such Party subject to Section 9.5.2.
For the avoidance of doubt, this Section 9.5.1 of this PCA is intended to confer a benefit on Affiliates of the
Parties by affording them the opportunity to obtain Access Rights, but it shall not oblige any Affiliate of any
Party to accept the granting of any Access Rights to it.
9.5.2 Cessation of Affiliates
(a) Rights granted to Affiliates
Upon any Legal Entity ceasing to be an Affiliate of a Party, any Access Rights granted to such Legal Entity shall
lapse. In case such former Affiliate had been granted Access Rights to any Results and/or Background
pursuant to the GA and this PCA; and the Results and/or Background were incorporated into the products,
processes or services of such former Affiliate prior to cessation of their affiliation, the following shall apply:
With respect to such Results and/or Background and at the request of such former Affiliate, the licensing
Party shall grant a non-exclusive license to such former Affiliate under such Results and/or Background for
use in such former Affiliate's products, processes and services on Fair and Reasonable Conditions, provided
that no Legitimate Interest of the licensing Party opposes the grant of such licences and the former Affiliate
abides to confidentiality obligations in terms not less stringent than those of Section 10 below.
If a Legal Entity which used to be an Affiliate fails in any material respect to comply with the undertaking
given by it as specified within this PCA, and fails to rectify the non-compliance after being given a
reasonable opportunity to do so, all Access Rights granted to it based upon that undertaking shall
immediately terminate.
(b) Rights granted by Affiliates
Upon any Legal Entity ceasing to be an Affiliate of a Party, the licenses or user rights previously granted by
such Legal Entity to any Party and/or its Affiliates under or in respect of Background, or Results, as well as the
obligation to grant Access Rights upon request in the period after such ceasing, during which the Parties
can still request Access Rights, shall continue in full force and effect.
(c) Business Unit
Previous Section (a) and (b) of this Section 9.5.2 shall also apply mutatis mutandis to a business unit of a Party
or of a Party’s Affiliate. Business unit for the purpose of this clause means the organisation (people and
resources) around a specific activity for which the granted Access Rights are relevant. The concerned Party
may be able to demonstrate the existence of such business unit.
9.6 Additional Access Rights
For the avoidance of doubt, any grant of Access Rights not covered by the GA or this PCA shall be at the
absolute discretion of the owning Party and subject to such terms and conditions as may be negotiated and
ultimately agreed between the owning and an Access Rights receiving Party(ies).
9.7 Access Rights to third parties
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Subject to obligations in relation to Sensitive Information but notwithstanding anything else in this PCA, each
Party may enter into a technical co-operation or licensing arrangement with a third party in respect of its own
Results.
9.8 Access Rights for Parties entering or leaving the Consortium
9.8.1 New Parties entering the Consortium
As regards to Results generated by any Party before the Accession Date of a new Party, said new Party will be
granted Access Rights to such Results as of the Accession Date of said new Party as if such Results were
Background under the same terms and condition as Access Rights to Background are granted to any other
Party to this PCA.
As regards to Results generated by any Party after the Accession Date of a new Party, said new Party will be
granted Access Rights to such Results as of the Accession Date of said new Party under the same terms and
condition as any other Party to this PCA.
The new Party is hereby deemed a third party in respect of any Sensitive Information, including Sensitive
Information that is part of Background made available to the Action, disclosed by a Party with respect to
whom this PCA has been terminated for any reasons other than any breach of such Party’s obligations under
this PCA, at an effective date prior to the Accession Date of said new Party, unless otherwise provided in
writing by the Party with respect to whom this PCA has been terminated.
9.8.2 Parties leaving the Consortium
9.8.2.1 Access Rights granted to and by a leaving Non-Defaulting Party
A Party withdrawing from, and terminating this PCA for itself (“leaving Non-Defaulting Party”), shall continue
to grant Access Rights pursuant to the GA and this PCA in respect of its Background and Results existing at the
time of such termination as stated in this PCA.
Notwithstanding anything to the contrary in this PCA, a leaving Non-Defaulting Party is entitled to request
Access Rights for Exploitation of its Results under the terms set forth in this PCA up to one year following
termination of such leaving Non-Defaulting Party’s participation in the Action.
9.8.2.2 Access Rights granted to and by a leaving Defaulting Party
Any and all 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 this PCA for such Defaulting Party.
A Defaulting Party shall continue to grant Access Rights pursuant to the GA and this PCA in respect of its
Background; and Results existing at the time of such termination as prescribed in this PCA, as if it were still a
Party to the PCA.
A Defaulting Party shall immediately return at its own cost any and all other Party’s materials, equipment,
and any other element being in its possession, if requested by a Party (including without limitation Sensitive
Information capable of being returned. However, a Defaulting Party may keep one copy of such Sensitive
Information if legally required.
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9.9 Specific provisions on Software
9.9.1 Specific Provisions for Access Rights to Software
For the sake of clarity, this Section shall also apply for the usage and development of software, methods and
models. For the avoidance of doubt, the general provisions for Access Rights provided for in this Section 9 of
this PCA are also applicable to Software. In the event of a contradiction between the terms of Sections 9.1-
9.8 inclusive, and this Section 9.9, the provisions of the Sections 9.1-9.8 inclusive will prevail. Nevertheless,
notwithstanding any terms in the PCA, all Software or documentation in any form or category, and all
derivations/modifications thereof that are Controlled Software shall be governed by Controlled License
Terms which take precedence over all conflicting terms in this PCA, including, but not limited to any
requirements regarding confidentiality, use, creation of derivative works, distribution, and/or dissemination
of Results.
9.9.2 Parties’ Access Rights to Software do notinclude any right to receive
(i) Source Code, or
(ii) Object Code ported to a certain hardware platform,or
(iii) Source Code, Object Code or respective Software Documentation in any particular form or detail, but only
as available from the Party granting such Access Rights.
9.9.3 Controlled Software
9.9.3.1
Notwithstanding any other provision in this Project Consortium Agreement a Party shall not use Controlled
Software in a way that makes the Results of another Party or the Background of another Party subject to
Controlled License Terms without the other Party’s prior written approval. The use of Controlled Software in
Background or Results to be contributed to the Project requires in each case the prior written consent of
each of the other Parties. Therefore, the other Parties must be provided with all necessary information on
the concerned Controlled Software in writing prior to or contemporaneously with, the request for consent.
A Party's silence does not represent consent. There is no right to consent. Any consent given can be revoked
if the provided information was incorrect or incomplete.
The above provisions also apply for modifications of the Controlled Software and Derivatives (including new
versions) of Controlled Software used in Results or Background to be contributed to theProject.
If a Party uses Controlled Software in Results or Background to be contributed to the Project, such Party is
responsible for complying with all obligations in connection with the use, modification and distribution of the
Controlled Software. In addition, such Party must enable the other Parties to also fully and properly meet the
obligations in connection with the use, modification and distribution of Controlled Software and Derivatives
of Controlled Software at all times. Along with handing over the Results or Background containing Controlled
Software, such Party must also provide each of the other Parties with the source code of the Controlled
Software on a separate data carrier along with the respective Controlled License Terms License.
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9.9.3.2 For the avoidance of doubt: the provision in 9.9.3.2. shall not apply to the use of Software by a Party
as a tool in the Action, or to Controlled Software embedded in the Parties Background or Results where such
Background or Results themselves are not subject to Controlled License Terms, or where the Controlled
Software is a platform on which the other Parties can run higher layer Software without the higher layer
software being subject to the license terms of the platform, or other Controlled Software which the recipient
Party can use through an API without the Background or the Results of the recipient Party becoming subject
to the license terms of the Controlled Software.
The introduction of Controlled Software in the Project listed in the Action Plan is approved. In every other
case the prior approval of the General Assembly to implement such introduction into the Consortium Plan is
required.
In case of an approved introduction of Controller Software in the Project, the Controlled License Terms
prevail over any conflicting provisions of this Project Consortium Agreement for affected original and
derivative Background and Results.
9.9.3 No Access Rights to any Background or Result shall include the right to sub-license such Background or
Result under Controlled License Terms(and accordingly none of them shall be sub-licensed under Controlled
License Terms) unless agreed upon expressly in writing by the Party granting the Access Rights.
9.9.4 Access Rights to Software
1) Access Rights to Software which is a Result shall comprise:
(a) Access to the Object Code; and
(b) where normal use of such an Object Code requires an API, access to the Object Code and such an
API; and
(c) if (a) is not available, or if a Party can show that the execution of its tasks under the Action or the
Exploitation of its own Results is technically impossible without Access to the Source Code, access to
the Source Code to the extent Needed.
2) Access Rights to Software which is Background shall only be provided in Object Code of such Software,
unless otherwise agreed between the Parties concerned.
9.9.6 Software license and sub-licensing rights
9.9.6.1 Results - Rights of a Party (ObjectCode)
Where a Party has Access Rights for Exploitation to Object Code and/or APIs that are Results, such Access
Rights shall, in addition to the Access Rights for Exploitation foreseen in Section 9.4 of this PCA, as far as
Needed for the Exploitation of the Party’s own Results, comprise the right:
(i) to make an unlimited number ofcopies of Object Code and APIs; and
(ii) to distribute, make available, communicate to the public, market, sell and offer for sale (including
using services of a third party) such Object Code and APIs alone or as part of or in connection with
products, processes or services of the Party having the Access Rights; and
(iii) to use the Object Code and API in research and development, and to create or market any
product, process or service, and to use them to create or provide any service.
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provided however that any such product, process or service has been developed by the Party having the
Access Rights in accordance with its rights for the Exploitation of Object Code and APIs for the Party’s own
Results.
9.9.6.2 Results - Rights to grant sub-licenses to end-users (Object Code)
Access Rights to Object Code shall, as far as Needed for the Exploitation of a Party’s own Results, comprise
the right to grant to end-user customers buying/using the product/services, a sub-license to the extent
necessary for the normal use of the relevant product or service to use the Object Code or APIs alone or as
part of or in connection with or integrated into products and services of the Party having the Access Rights
and, as far as Needed:
(a) to maintain such product/service;
(b) to create for its own end-use interacting interoperable software in accordance with the Directive
2009/24/EC of the European Parliament and of the Council of 23 April 2009 on the legal protection
of computer programmes.
9.9.6.3 Background and Results (Object Code)
Where a Party has Access Rights to Background Object Code or to Result Object Code, which is Needed for
Exploitation of such Party’s own Results as provided under Section 9.4 of this PCA, the Access Rights exclude
the right to sub-license to third parties (other than Affiliates). Such sub-licensing rights may, however, be
negotiated between the Parties concerned.
9.9.6.4 Results - (Source Code)
Where a Party has Access Rights to Results Source Code which is Needed for Exploitation of such Party’s own
Results, such Access Rights shall comprise a worldwide right to perform, to make or have made copies, to
modify or have modified, to develop, to adapt Source Code for research, to create/market a product/process
and to create/provide a service. Such rights on the Source Code, however, exclude the right to grant a sub-
license to any third parties other than Affiliates. Such sub-licensing rights may, however, be negotiated
between the Parties concerned.
9.9.6.5 Results – Rights to grant sub-licenses to end-users (Source Code)
Access Rights to Source Code under this Section 9.9 for the Exploitation of a Party’s own Results shall include
the right to sub-license such Source Code solely for purpose of error correction, maintenance and/or support
of the Software, but the terms and conditions of such right to grant these sublicenses shall be agreed upon in
writing between the Parties concerned.
9.9.6.6 Background (Source Code)
Where a Party has Access Rights to Background Source Code which is Needed for Exploitation of such Party’s
own Results, such Access Rights exclude the right to sub-license to any third parties (other than Affiliates).
Such sub-licensing rights may, however, be negotiated between the Parties.
9.9.6.7 Specific formalities
Each sub-license granted according to the provisions of Section 9.9.6 of this PCA shall be made by a written
agreement specifying and protecting the proprietary rights of the Party or Parties concerned.
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Section 10: Non-disclosure of Sensitive Information
10.1 Scope
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 Action during its implementation and
which has been explicitly marked as “confidential” or "secret" at the time of disclosure, or when disclosed
orally has been identified as sensitive at the time of disclosure and has been confirmed and designated in
writing within 30 calendar days from oral disclosure at the latest as Sensitive Information by the Disclosing
Party, is “Sensitive Information”.
10.2 Obligations
The Recipient hereby undertakes, for a period of 5 years after the end of the Action or the final payment of
the European Funding has been received from the Coordinator, whichever comes last:
(a) not to use Sensitive Information otherwise than for the purpose for which it was disclosed;
(b) not to disclose Sensitive Information to any third party other than its members , Affiliates and
Subcontractors without the prior written consent by the Disclosing Party, wherein the Recipient must ensure
that an arrangement is in place prior to such disclosure that subjects the members and/or Affiliates and/or
Subcontractors to provisions at least as strict as provided in this Section 10;
(c) to apply for the security of Sensitive Information at least the same degree of care as it applies for the
security of its own Sensitive Information (but in any case, shall apply not less than reasonable care); and ii)
the Recipient shall be liable to any Party of this Project Consortium Agreement for any unauthorized
disclosure by such members, Affiliates, Subcontractors;
(d) to ensure that internal distribution of Sensitive Information internally to their organization by a Recipient,
its Affiliates and Subcontractors shall take place on a need-to-knowbasis;
The recipient hereby further undertakes at the end of the Action to return to the Disclosing Party, or destroy,
all Sensitive Information that has been disclosed to the Recipient including all copies thereof, and to delete all
such Sensitive Information stored in a machine-readable form to the extent practically possible. The
Recipients may keep a copy to the extent it is required to keep, archive or store such Sensitive Information
because of compliance with applicable laws and regulations, for the proof of on-going obligations or to the
extent the Sensitive Information is archived (such as by Recipient’s automated back-up archiving practices),
provided that the Recipient complies with the confidentiality obligations herein contained with respect to
such copy for as long as the copy is retained.
Notwithstanding anything in this Agreement and specifically in Section 10, any disclosure of Sensitive
Information by a Disclosing Party to FZI shall be conditioned on a prior bilateral agreement between the
concerned Parties.
Nonetheless, Recipient shall be free to reject the receipt of Sensitive Information from any Disclosing Party
under this Action and no liability shall be placed on the Recipient for rejecting such receipt. The rejection shall
be expressly communicated by the potential Recipient to the potential Disclosing Party(ies) prior to the
disclosure.
10.3 Exceptions
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The above shall not apply for disclosure or use of Sensitive Information, if and in so far as the Recipient can
show that:
(a) the Sensitive Information has become publicly available by means other than a breach of the Recipient’s
confidentiality obligations hereunder;
(b) the Disclosing Party has informed the Recipient that the Sensitive Information is no longer confidential;
(c) the Sensitive Information has been 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;
(d) the Sensitive Information was developed by the Recipient completely independently of any such
disclosure by the Disclosing Party; or
(e) the Sensitive Information was already known to the Recipient prior to disclosure without any obligation of
confidence to the Disclosing Party or
(f) the Recipient is required to disclose the Sensitive Information in order to comply with applicable laws or
regulations or with a court or administrative order, subject to the provisions of Section 10.5 hereunder.
10.4 Notification
Each Recipient shall promptly advise the Disclosing Party in writing of any unauthorised disclosure,
misappropriation or misuse of Sensitive Information after it becomes aware thereof.
10.5 Compliance with laws and orders
If any Recipient becomes aware that it will be required, or is likely to be required, to disclose Sensitive
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 (i) notify the Disclosing Party, and
(ii) comply with the Disclosing Party’s reasonable instructions to protect the confidentiality of the Sensitive
Information, and (iii) only disclose the minimum amount of Sensitive Information which is necessary to
comply with the relevant law or the relevant court or administrative order..
10.6 Equitable Relief
The Recipient acknowledges that breach or infringement of any provision under this Section may cause
serious harm to the Disclosing Party, the amount of which may be difficult to ascertain, and therefore
acknowledges that the Disclosing Party has the right to apply to any competent court for an order restraining
and enjoining any such further infringement and for such other relief as the Disclosing Party deems
appropriate. This right of the Disclosing Party is to be in addition to the remedies otherwise available to
Disclosing Party.
10.7 Additional confidentiality agreement
If a Party needs to disclose particularly sensitive data (meaning data a publication of which would cause
substantial and huge damage) to another Party, the providing Party is - on a case-by-case basis –
exceptionally entitled to enter into an additional confidentiality agreements with that other Party, which
include, for example, stricter confidentiality measures, higher liability limits and/or an extended scope of
liability. The provisions of such confidentiality agreement or any separate agreement not involving the
entire consortium shall prevail over this PCA between the respective Parties who have executed such
additional confidentiality agreement with respect to the disclosures thereunder.
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Section 11: Privacy and data protection
11.1 This section governs the processing and use of Personal Data collected and Processed during the actual
performance of the Action. For the purpose of this Section 11, capitalised terms not defined in this PCA
shall have the meaning ascribed to them in Regulation (EU) 2016/679 (GDPR), where they appear as lower-
case terms. In the performance under this PCA and the performance of the Action, Parties shall comply
with their respective obligations under applicable data protection laws including the GDPR.
(i)
Section 12: Miscellaneous
12.1 Attachments, inconsistencies and severability
This PCA consists of this core text and:
- Attachment 1 (Background included (1A) (if any)
- Attachment 2 (Declaration of Accession)
- Attachment 3 (List of Third Parties for simplified transfer according to Section 8.3.2 ofthis PCA)
- Attachment 4 (Identified Affiliates)
In case the terms of this PCA are in conflict with the mandatory terms of the GA, the terms of the latter shall
prevail. In case of conflicts between the attachments and the core text of this PCA, the latter shall prevail.
Should any provision of this PCA become invalid, illegal or unenforceable, it shall not affect the validity of the
remaining provisions of this PCA. In such a case, the Parties concerned shall be entitled to request that a valid
and practicable provision be negotiated which fulfils the purpose of the original provision.
12.2 No representation, partnership or agency
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 PCA shall be deemed to constitute a joint venture, agency, partnership, interest
grouping or any other kind of formal business grouping or entity between the Parties.
12.3 Notices and other communication
Any notice to be given under this PCA shall be in writing to the addresses and recipients as listed in the most
current address list kept by the Coordinator. The Coordinator will keep the updated address list available to
all Parties.
(a) Formal notices:
If it is required in this PCA (including, but not necessarily limited to, Sections 4.2, 6.3 and 9.8.2.2 of
this PCA) 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.
(b) Other communication:
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Other communication between the Parties may also be effected by other means such as e-mail with
acknowledgement of receipt, which fulfils the conditions of written form.
Any change of persons or contact details shall be notified immediately by the respective Party to the
Coordinator. The address list shall be accessible to all concerned.
12.4 Assignment and amendments
Except as set out in Section 8.3 of this PCA, no rights or obligations of the Parties arising from this PCA may
be assigned or transferred, in whole or in part, to any third party, other than to Affiliates, without the other
Parties’ prior formal approval. Amendments and modifications to the text of this PCA require a separate
written agreement to be signed by all Parties.
12.5 Mandatory national law
Nothing in this PCA shall be deemed to require a Party to breach any mandatory statutory law under which
the Party is operating.
12.6 Language
This PCA is drawn up in English, which language shall govern all documents, notices, meetings, court/arbitral
proceedings and processes relative thereto.
12.7 Applicable law
This PCA shall be construed in accordance with and governed by the laws of Belgium (“the Applicable Law”) -
excluding its conflict of laws provisions.
12.8 Settlement of disputes
12.8.1 The Parties shall reasonably endeavour to settle their disputes amicably. If, however, no settlement
of any dispute under this PCA has been possible to achieve, after the Parties’ reasonable endeavours to settle
such dispute(s) amicably, the provisions of Section 12.8.2 of this PCA shall be applicable to any such dispute’s
settlement. The Parties concerned may instead elect unanimously to seek to resolve by mediation any
dispute under this PCA.
12.8.2 Court proceedings
All disputes directly arising under this PCA (other than disputes relating to the infringement and/or validity of
IPR which shall be the exclusive jurisdiction of the competent court), which cannot be settled amicably,
within 90 days, shall be subject to the jurisdiction of the competent court in Brussels.
The foregoing shall be without prejudice to the right of any Party to seek injunctive relief or other non-
monetary relief before any court in any place where any unauthorised use of its Intellectual Property Rights,
trade secrets or Sensitive Information occurs or threatens to occur.
12.9. Membership of stakeholder associations involved as private members in KDT
Any Party which is not a member of at least one of the stakeholder associations AENEAS, INSIDE and EPoSS,
that act as the three private members of the KDT Joint Undertaking, will become a member of at least one of
these three associations before the start date of the Action or during the Action.
12.10 Parties having concluded a National Grant Agreement
Any Party, having concluded a National Grant Agreement with a National Funding Authority, is individually
and solely liable for complying with the provisions of that National Grant Agreement. There shall be no joint
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and several liability of the other Parties hereto, for any obligations under any such National Grant Agreement.
The definition of "Grant Agreement" in this PCA does not include any National Grant Agreements. No
National Grant Agreement shall affect the obligations of any Party under this PCA.
12.11 Export Control
Each Party agrees to comply with all laws and regulations applicable to the use and distribution of the
Sensitive Information defined herein, including, but not limited to, anti-terrorism, trade regulations and any
applicable national and international export control regulation.
No Party shall be considered to be in breach of this PCA if it is prevented from fulfilling its obligations
under the PCA 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.
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 6 weeks after such notice, the transfer of tasks - if
any - shall be decided by the General Assembly.
Section 13: Signatures
AS WITNESS:
The Parties have caused this PCA to be duly signed by the undersigned authorised representatives in separate
signature pages causing this Agreement to be in effect as from the Effective Date. The signature of a Party via
a scanned or digitized image of a handwritten signature (e.g. scan in PDF format) or an electronic signature
(e.g. via AdobeSign), shall have the same force and effect as an original handwritten signature for the
purposes of validity, enforceability and admissibility. Each Party receives a fully signed copy of this PCA.
Delivery of the fully signed copy via e-mail or via an electronic signature system shall have the same force and
legal effect as delivery of an original hard copy of the PCA. This PCA shall be binding upon all Parties who have
signed it, irrespective of whether all Parties have signed it or not.
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ISOLDE Project Consortium Agreement, version: v7
Infineon Technologies AG
Signature(s)
Name(s)
Title(s)
Date
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ISOLDE Project Consortium Agreement, version: v7
FZI Forschungszentrum Informatik
Signature(s)
Name(s)
Title(s)
Date
43
ISOLDE Project Consortium Agreement, version: v7
NXP Semiconductors Romania SRL
Signature(s)
Name(s)
Title(s)
Date
44
ISOLDE Project Consortium Agreement, version: v7
NXP Semiconductors Austria GmbH & Co KG
Signature(s)
Name(s)
Title(s)
Date
45
ISOLDE Project Consortium Agreement, version: v7
SYSGO GmbH
Signature(s)
Name(s) Etienne BUTERY
Title(s) CEO
Date
Signature(s)
Name(s) Kai SABLOTNY
Title(s) COO
Date
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ISOLDE Project Consortium Agreement, version: v7
Barcelona Supercomputing Center - Centro Nacional de Supercomputación
Signature(s)
Name(s)
Title(s)
Date
47
ISOLDE Project Consortium Agreement, version: v7
Fent Innovative Software Solutions SL
Signature(s)
Name(s) Miguel Angel Masmano Tello
Title(s) Legal Representative
Date
48
ISOLDE Project Consortium Agreement, version: v7
Universitat Politecnia de Valencia
Signature(s)
Name(s)
Title(s)
Date
49
ISOLDE Project Consortium Agreement, version: v7
Thales Dis France SAS
Signature(s)
Name(s)
Title(s)
Date
50
ISOLDE Project Consortium Agreement, version: v7
E4 Computer Engineering SPA
Signature(s)
Name(s)
Title(s)
Date
51
ISOLDE Project Consortium Agreement, version: v7
Leonardo SPA
Signature(s)
Name(s)
Title(s)
Date
52
ISOLDE Project Consortium Agreement, version: v7
Politecnico di Torino
Signature(s)
Name(s)
Title(s)
Date
53
ISOLDE Project Consortium Agreement, version: v7
Alma Mater Studiorum – Universita di Bologna
Signature(s)
Prof. Elena Gnani
Title(s) Director of ARCES – Advanced Research Center on Electronic Systems “Ercole de Castro”
Date
54
ISOLDE Project Consortium Agreement, version: v7
Frontgrade Gaisler AB
Signature(s)
Name(s)
Title(s)
Date
55
ISOLDE Project Consortium Agreement, version: v7
Beia Consult International SRL
Signature(s)
Name(s)
Title(s)
Date
56
ISOLDE Project Consortium Agreement, version: v7
Universität zu Lübeck
Signature(s)
Prof. Gabriele Gillessen-Kaesbach
Title(s) President
Date
57
ISOLDE Project Consortium Agreement, version: v7
Continental Automotive Romania SRL
Signature(s)
Name(s)
Title(s)
Date
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ISOLDE Project Consortium Agreement, version: v7
OFFIS e.V.
Signature
Name: Dr. Holger Peinemann
Title: Managing Director
Date
Signature
Name: Dr. Frank Oppenheimer
Title: R&D Director Production
Date
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ISOLDE Project Consortium Agreement, version: v7
NXP Semiconductors Czech Republic SRO
Signature(s)
Name(s)
Title(s)
Date
60
ISOLDE Project Consortium Agreement, version: v7
Rapita Systems S.L.
Signature(s)
Name(s)
Title(s)
Date
61
ISOLDE Project Consortium Agreement, version: v7
Codasip SRO
Signature(s)
Name(s)
Title(s)
Date
62
ISOLDE Project Consortium Agreement, version: v7
Silicon Austria Labs GmbH
Signature(s)
Name(s) Gerald Murauer
Title(s) CEO
Date
63
ISOLDE Project Consortium Agreement, version: v7
Politecnico di Milano
Signature(s)
Name(s)
Title(s)
Date
64
ISOLDE Project Consortium Agreement, version: v7
Intel Deutschland GmbH
Signature(s)
Name(s)
Title(s)
Date
65
ISOLDE Project Consortium Agreement, version: v7
Thales SA
Signature(s)
Name(s) Cédric DEMEURE
Title(s) VP TRT France
Date
66
ISOLDE Project Consortium Agreement, version: v7
Fotonation SRL
Signature(s)
Name(s)
Title(s)
Date
67
ISOLDE Project Consortium Agreement, version: v7
Silvaco France S.A.
Signature(s)
Name(s) Babak Taheri
Title(s) CEO
Date
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ISOLDE Project Consortium Agreement, version: v7
National University of Science and Technology, University Politehnica of Bucharest
Signature(s)
Name(s)
Title(s)
Date
69
ISOLDE Project Consortium Agreement, version: v7
Thales Alenia Space Italia SPA
Signature(s)
Name(s)
Title(s)
Date
70
ISOLDE Project Consortium Agreement, version: v7
Universitatea Tehnica Gheorghe Asachi din Iași
Signature(s)
Name(s)
Title(s)
Date
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ISOLDE Project Consortium Agreement, version: v7
Institutul National de Cercetare-Dezvoltare Pentru Microtehnologie (IMT)
Signature(s)
Name(s)
Title(s)
Date
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ISOLDE Project Consortium Agreement, version: v7
Vysoke učení technické v Brně (Brno University of Technology)
Signature(s)
Name(s) doc. Ing. Ladislav Janíček, Ph.D., MBA, LL.M.
Title(s) Rector
Date doc. Ing. Digitálně podepsal
Ladislav doc. Ing. Ladislav
Janíček, Ph.D., MBA
Janíček, Ph.D., Datum: 2024.10.14
MBA 14:29:02 +02'00'
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ISOLDE Project Consortium Agreement, version: v7
Bytefabrik.AI GmbH
Signature(s)
Name(s) Dr. Dominik Riemer
Title(s) Managing Director
Date
Name(s) Dr. Philipp Zehnder
Title(s) Managing Director
Date
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ISOLDE Project Consortium Agreement, version: v7
Consolinno Energy GmbH
Signature(s)
Name(s)
Title(s)
Date
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ISOLDE Project Consortium Agreement, version: v7
Hochschule für angewandte Wissenschaften München
Signature(s)
Prof.
Title(s)
Date
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ISOLDE Project Consortium Agreement, version: v7
Eidgenössische Technische Hochschule Zürich
Signature(s)
Name(s) Prof. Dr. Christian Wolfrum
Title(s) Vice President Research
Date
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ISOLDE Project Consortium Agreement, version: v7
ACP Advanced Circuit Pursuit AG
Signature(s)
Name(s)
Title(s)
Date
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ISOLDE Project Consortium Agreement, version: v7
Attachment 1A: Background included
XXXXX
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ISOLDE Project Consortium Agreement, version: v7
Attachment 2: Declaration of Accession
DECLARATION OF ACCESSION
of a new Party to
[Acronym of the Action]
GA No [INSERT NUMBER] Dated [INSERT DATE]
PCA, dated [INSERT DATE]
[OFFICIAL NAME OF THE NEW PARTY AS IDENTIFIED IN THE Grant Agreement]
Hereby consents to become a Party to the PCA identified above and accepts all the rights and obligations of a
Party starting [date], “the Accession 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 at the Accession Date.
This Accession document has been executed in 2 originals 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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Attachment 3: List of Third Parties for simplified transfer according to Section 8.3.2. of this PCA
For Intel Deutschland GmbH:
Intel Corporation, 2200 Mission College Blvd., Santa Clara, CA 95054-1549, USA
For Thales, SA:
Affiliate as defined in Section 1
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Attachment 4: List of any additional Affiliate pursuant to Article 1’s definition of Affiliate
82