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Envelope ID DigiSign.org: 019c46ff-a0b9-712c-b8e3-4296396a5eed
EDIH-DIGIMAT 2.0 Consortium Agreement, version 1.0, 01. 05. 2026
Consortium Agreement
EDIH-DIGIMAT 2.0
Version 1.0 – 01. 05. 2026
(Based on DESCA – Model Consortium Agreement, Version 2.0, February 2024)
© DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu
Version DESCA HE 2.0, February 2024
Envelope ID DigiSign.org: 019c46ff-a0b9-712c-b8e3-4296396a5eed
EDIH-DIGIMAT Consortium Agreement, version 1.0, 01. 05. 2026
Table of Contents
1 Definitions ...................................................................................................................................... 4
2 Purpose .......................................................................................................................................... 5
3 Entry into force, duration and termination ................................................................................. 5
4 Responsibilities of Parties............................................................................................................ 6
5 Liability towards each other ......................................................................................................... 8
6 Governance structure ................................................................................................................... 9
7 Financial provisions .................................................................................................................... 17
8 Results .......................................................................................................................................... 19
9 Access Rights .............................................................................................................................. 22
10 Non-disclosure of information ................................................................................................... 25
11 Miscellaneous .............................................................................................................................. 26
Attachment 1: Background included................................................................................................. 30
Attachment 2: Accession document ................................................................................................. 31
Attachment 3: List of third parties for simplified transfer according to Section 8.3.2 ................. 32
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EDIH-DIGIMAT Consortium Agreement, version 1.0, 01. 05. 2026
CONSORTIUM AGREEMENT
THIS CONSORTIUM AGREEMENT is based upon Regulation (EU) 2021/694 of the European Parliament
and of the Council of 29 April 2021 establishing the Digital Europe Programme and repealing Decision (EU)
2015/2240 (hereinafter referred to as “Digital Europe Regulation”), and on the European Commission’s
General Model Grant Agreement and its Annexes, and is made on 01. 05. 2026, hereinafter referred to as
the Effective Date
BETWEEN:
JIC, zájmové sdružení právnickýh osob, ID No. (IČO): 71180478, PIC: 999780262, having its
registered office at Purkyňova 649/127, Brno - Medlánky 61200, Czechia, registered in the Register of
Associations maintained by the Regional Court in Brno, Section L, Insert 19606, as the Coordinator
Intemac Solutions, s.r.o., ID No. (IČO): 02277387, PIC: 934182460, having its registered office at
Blanenská 1288/27, Kuřim 664 34, Czechia, registered in the Commercial Register maintained by the
Regional Court in Brno, Section C, Insert 80805
Vysoké učení technické v Brně, ID No. (IČO): 00216305, PIC: 999873091, having its registered office
at Antonínská 548/1, Brno-střed 601 90, Czechia
Effectivity s.r.o., ID No. (IČO): 09110151, PIC: 887659611, having its registered office at Hlubočany
160, 82 01 Hlubočany, Czechia, registered in the Commercial Register maintained by the Regional
Court in Brno, Section C, Insert 117206
Univerzita Tomáše Bati ve Zlíně, ID No (IČO): 70883521, PIC: 999880172, having its registered office
at nám. T. G. Masaryka 5555, Zlín 76001, Czechia
hereinafter jointly referred to as the “Parties” or individually the “Party”
relating to the Action entitled:
EDIH-DIGIMAT: Flexible Manufacturing Systems Using Artificial Intelligence
in short:
EDIH-DIGIMAT
hereinafter referred to as “Project”
WHEREAS:
The Parties, having considerable experience in the field concerned, have submitted a proposal for the
Project to the Granting Authority as part of the Digital Europe Programme – the Framework Programme
for Research and Innovation (2021-2027).
The Parties wish to specify or supplement binding commitments among themselves in addition to the
provisions of the specific Grant Agreement to be signed by the Beneficiaries and the Granting Authority
(hereinafter “Grant Agreement”)
The Parties are aware that this Consortium Agreement is based upon the DESCA model consortium
agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
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EDIH-DIGIMAT Consortium Agreement, version 1.0, 01. 05. 2026
1 Definitions
Definitions
Words beginning with a capital letter shall have the meaning defined either herein or in the Digital Europe
Regulation or in the Grant Agreement, including its Annexes.
Additional Definitions
“Consortium Body”
Consortium Body means any management body described in Section 6 (Governance structure) of this
Consortium Agreement.
“Consortium Plan”
Consortium Plan means the Description of the Action and the related agreed budget as first defined in
the Grant Agreement (Annexes 1 and 2 of the Grant Agreement) and which may be updated by the
Executive Board.
“Defaulting Party”
Defaulting Party means a Party which the Executive Board has declared to be in breach of this
Consortium Agreement and/or the Grant Agreement as specified in Section 4.2 of this Consortium
Agreement.
“DTA”
DTA means Digital Transformation Accelerator.
“Granting Authority”
Granting Authority means the body awarding the Grant for the Project.
“Internal Progress Report”
Internal Progress Report means a written report issued by each Party for each work package providing
information to enable the monitoring of the status of completion of a work package.
“Needed”
Needed means: For the implementation of the Project: Access Rights are Needed if, without the grant of
such Access Rights, carrying out the tasks assigned to the recipient Party would be technically or legally
impossible, significantly delayed, or require significant additional financial or human resources.
For Exploitation of own Results: Access Rights are Needed if, without the grant of such Access Rights,
the Exploitation of own Results would be technically or legally impossible.
“Software”
Software means sequences of instructions to carry out a process in, or convertible into, a form
executable by a computer and fixed in any tangible medium of expression.
“Work Package Leader”
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EDIH-DIGIMAT Consortium Agreement, version 1.0, 01. 05. 2026
Work Package Leader means a representative of the Party appointed to lead a work package according
to Annex 1 of the Grant Agreement, who shall coordinate the completion of activities for the tasks in the
relevant work package.
2 Purpose
The purpose of this Consortium Agreement is to specify with respect to the Project the relationship
among the Parties, in particular concerning the organisation of the work between the Parties, the
management of the Project and the rights and obligations of the Parties concerning inter alia liability,
Access Rights and dispute resolution.
3 Entry into force, duration and termination
Entry into force
An entity becomes a Party to this Consortium Agreement upon signature of this Consortium Agreement
by a duly authorised representative.
This Consortium Agreement shall have effect from the Effective Date identified at the beginning of this
Consortium Agreement, but not earlier than the date of publication of this Consortium Agreement in the
Register of Contracts pursuant to Act No. 340/2015 Coll., on Special Conditions of Effectiveness
of Certain Contracts, Publication of Such Contracts and on the Register of Contracts (hereinafter “Act
on the Register of Contracts”).
An entity becomes a new Party to the Consortium Agreement upon signature of the accession document
(Attachment 2) by the new Party and the Coordinator. Such accession shall have effect from the date
identified in the accession document, in accordance with the Act on the Register of Contracts,
if applicable.
Duration and termination
This Consortium Agreement shall continue in full force and effect until complete fulfilment of all
obligations undertaken by the Parties under the Grant Agreement and under this Consortium
Agreement.
However, this Consortium Agreement or the participation of one or more Parties to it may be terminated
in accordance with the terms of this Consortium Agreement.
If
− the Grant Agreement is not signed by the Granting Authority or a Party, or
− the Grant Agreement is terminated, or
− a Party's participation in the Grant Agreement is terminated,
This Consortium Agreement shall automatically terminate in respect of the Party/ies concerned, subject
to the provisions surviving the expiration or termination under Section 3.3 of this Consortium Agreement.
Survival of rights and obligations
The provisions relating to Access Rights, Dissemination and confidentiality, for the time period
mentioned therein, as well as for liability, applicable law and settlement of disputes shall survive the
expiration or termination of this Consortium Agreement.
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EDIH-DIGIMAT Consortium Agreement, version 1.0, 01. 05. 2026
Termination shall not affect any rights or obligations of a Party leaving the Project incurred prior to the
date of termination, unless otherwise agreed between the Executive Board and the leaving Party. This
includes the obligation to provide all necessary input, deliverables and documents for the period of its
participation.
4 Responsibilities of Parties
General principles
Each Party undertakes to take part in the efficient implementation of the Project, and to cooperate,
perform and fulfil, promptly and on time, all of its obligations under the Grant Agreement and this
Consortium Agreement as may be reasonably required from it and in a manner of good faith as
prescribed by the Czech law.
Each Party undertakes to notify promptly the Granting Authority and the other Parties, in accordance
with the governance structure of the Project, of any significant information, fact, problem or delay likely
to affect the Project.
Each Party shall promptly provide all information reasonably required by a Consortium Body or by a
Work Package Leader to carry out its tasks and shall responsibly manage the access of its employees
to the EU Funding & Tenders Portal.
Each Party shall take reasonable measures to ensure the accuracy of any information or materials it
supplies to the other Parties.
Breach
In the event that the Executive Board identifies a breach by a Party of its obligations under this
Consortium Agreement or the Grant Agreement (e.g. improper implementation of the Project), the
Coordinator or, if the Coordinator is in breach of its obligations, the Party appointed by the Executive
Board, will give formal notice to such Party requiring that such breach will be remedied within 30 calendar
days from the date of receipt of the written notice by the Party.
If such breach is substantial and is not remedied within that period or is not capable of remedy, the
Executive Board may decide to declare the Party to be a Defaulting Party and to decide on the
consequences thereof which may include termination of its participation.
Involvement of third parties
A Party that enters into a subcontract or otherwise involves third parties (including but not limited to
Affiliated Entities or other Participants) in the Project remains responsible for carrying out its relevant
part of the Project and for such third party’s compliance with the provisions of this Consortium
Agreement and of the Grant Agreement. Such Party has to (i) inform the other Parties about the
involvement of respective third parties and (ii) ensure that the involvement of third parties does not affect
the rights and obligations of the other Parties under this Consortium Agreement and the Grant
Agreement.
Specific responsibilities regarding data protection
Where necessary, the Parties shall cooperate in order to enable one another to fulfil legal obligations
arising under applicable data protection laws (the Regulation (EU) 2016/679 of the European Parliament
and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of
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EDIH-DIGIMAT Consortium Agreement, version 1.0, 01. 05. 2026
personal data and on the free movement of such data and relevant national data protection law
applicable to said Party) within the scope of the performance and administration of the Project and of
this Consortium Agreement.
In particular, the Parties shall, where necessary, conclude a separate data processing, data sharing
and/or joint controller agreement before any data processing or data sharing takes place.
Specific responsibilities regarding reporting and implementation
4.5.1 Internal Progress Reports
The Parties commit to continuously providing information on the progress of implementing the work
packages. In particular, they shall issue an Internal Progress Report to the Work Package Leader upon
request seven (7) days ahead of the relevant meeting of the Work Package Leaders Group. The Internal
Progress Report provided should enable an assessment of the status or completion of each work
package, allowing for monitoring through specific performance indicators as defined in Annex 1 of the
Grant Agreement, if applicable.
Upon request of the Coordinator, each Party shall provide, within fourteen (14) days, information
reasonably necessary for sound financial management and reporting of the Project, including a
summary of costs incurred and forecast (budget absorption vs. the Party’s estimated budget in Annex 2
of the Grant Agreement).
Where applicable, each Party shall also monitor the services provided to third parties, the value thereof,
and any other information to be decided upon, in the designated internal monitoring tool (such as an
Excel file saved on SharePoint, the DTA monitoring system, or another tool to be determined), and shall
update this information regularly, no later than one month after occurrence, and definitely before each
Work Package Leader Group meeting.
4.5.2 Proper implementation
Each Party shall perform its tasks under the Consortium Plan and contribute to the completion of the
work package. If a work package cannot be completed, the Parties must collaborate to propose an
amendment of the Grant Agreement for that work package via an alternative solution.
4.5.3 Termination reports
A leaving (terminated) Party shall issue a termination report to the Executive Board with the prerequisites
listed under Article 32 of the Grant Agreement on the activities implemented by it and completion of its
work share in the work packages it is involved in for the period until its termination takes effect.
4.5.4 Consequences of non-compliance
Improper reporting or implementation of the Project may lead to a breach procedure and termination of
a Party’s participation according to Section 4.2 of this Consortium Agreement. The Parties are aware
that their implementation may affect the completion of tasks or work packages by other Parties and that
improper implementation or reporting can lead to liability in accordance with Section 5 of this Consortium
Agreement, e.g. in case of reduction or recovery of funding by the Granting Authority.
Additionally, in cases of non-compliance or severe underperformance by a consortium partner, and
following formal notification and an opportunity for the Party concerned to remedy the situation, the
Executive Board may, according to Section 6.3.4.5 of this Consortium Agreement, decide to reallocate
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EDIH-DIGIMAT Consortium Agreement, version 1.0, 01. 05. 2026
parts of the consortium budget in a proportionate manner, in order to ensure the proper implementation
of the project.
4.5.5 Responsibilities concerning Entry to Central Register of Small-Scale Subsidies
Within the execution of the Project, each Party is obliged to enter into the Central Register of Small-
Scale Subsidies data on subsidies granted by itself to the extent and under the conditions set out in
Section 3a(4) of Act No. 215/2004 Coll., on the regulation of certain relations in the field of public aid
and on amending the Act on Support for Research and Development, as amended. In particular, the
Parties are obliged to record in the Central Register of Small-Scale Subsidies the data on the subsidy
granted by them and its beneficiary, within the time period specified by the applicable national legislation.
The Parties shall record the data in the Central Register of Small-Scale Subsidies in a proper and timely
manner, failing which the Parties shall be obliged to pay any penalties related to the incorrect entry in
the Central Register of Small-Scale Subsidies. If more than one Party provides a subsidy together, or
Parties otherwise_- cooperate in the provision of services within the framework of the Project, they may
delegate one of the Parties to enter the Central Register of Small-Scale Subsidies on their behalf. Each
Party is authorised by the other Parties for this purpose.
4.5.6 DTA reporting
Each Party shall actively participate in the DTA and shall record and maintain accurate and up-to-date
information on its Project activities and outputs within the DTA, as required for monitoring the Project's
implementation and the achievement of deliverables and milestones, in accordance with the Consortium
Agreement and the Grant Agreement.
5 Liability towards each other
No warranties
In respect of any information or materials (incl. Results and Background) supplied by one Party to another
under the Project, no warranty or representation of any kind is made, given or implied as to the
sufficiency or fitness for purpose nor as to the absence of any infringement of any proprietary rights of
third parties.
Therefore,
− the recipient Party shall in all cases be entirely and solely liable for the use to which it puts such
information and materials, and
− no Party granting Access Rights shall be liable in case of infringement of proprietary rights of a
third party resulting from any other Party (or its entities under the same control) exercising its
Access Rights.
Limitations of contractual liability
No Party shall be responsible to any other Party for any indirect or consequential loss or similar damage,
such as, but not limited to, loss of profit, loss of revenue or loss of contracts, except in case of breach
of confidentiality.
A Party’s aggregate liability towards the other Parties collectively shall be limited to once the Party’s
share of the total costs of the Project as identified in Annex 2 of the Grant Agreement.
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EDIH-DIGIMAT Consortium Agreement, version 1.0, 01. 05. 2026
A Party’s liability shall not be limited under either of the two foregoing paragraphs to the extent such
damage was caused by a wilful act or to the extent that such limitation is not permitted by law.
Damage caused to third parties
Each Party shall be solely liable for any loss, damage or injury to third parties (including Granting
Authority) resulting from the performance of the said Party’s obligations by it or on its behalf under this
Consortium Agreement or from its use of Results or Background.
Force Majeure
No Party shall be considered to be in breach of this Consortium Agreement if it is prevented from fulfilling
its obligations under the Consortium Agreement by Force Majeure.
Each Party will notify the Executive Board of any Force Majeure without undue delay. If the
consequences of Force Majeure for the Project are not overcome within 6 weeks after such notice, the
transfer of tasks - if any - shall be decided by the Executive Board.
Force majeure means any situation or event that:
- prevents either party from fulfilling their obligations under the Agreement,
- was unforeseeable, exceptional situation and beyond the parties’ control,
- was not due to error or negligence on their part (or on the part of other participants involved in
the action), and
- proves to be inevitable in spite of exercising all due diligence.
6 Governance structure
General structure
The organisational structure of the consortium shall comprise the following Consortium Bodies:
- The Executive Board is the ultimate decision-making body of the consortium.
- The Advisory Board is the consortium's advisory body, whose task is to evaluate and propose
further evolution of the Project.
- The Consortium Meeting is a low-tier management body predominantly in charge of
management activities leading to the fulfilment of Key Performance Indicators (KPIs),
deliverables, milestones in time, whilst adhering to the budget, which shall report to and be
accountable to the Executive Board.
- The Coordinator is the legal entity acting as the intermediary between the Parties and the
Granting Authority. The Coordinator shall, in addition to its responsibilities as a Party, perform
the tasks assigned to it as described in the Grant Agreement and this Consortium Agreement.
- The Work Package Leaders Group is an assessment group of the Consortium without formal
decision-making power. It shall assess the individual and overall implementation of the Project.
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EDIH-DIGIMAT Consortium Agreement, version 1.0, 01. 05. 2026
Members and competences of the Executive Board
The Executive Board shall consist of one representative of each Party (hereinafter referred to as
"Member") and is the decision-making body of the consortium.
The Executive Board decides on the Consortium budget changes (agreed) under the Grant Agreement
and EU and national legislation.
The Parties agree to abide by all decisions of the Executive Board. This does not prevent the Parties
from exercising their veto rights, according to Section 6.3.5 of this Consortium Agreement, or initiate a
dispute under Section 11.8 of this Consortium Agreement.
Each Member shall be deemed to be duly authorised to deliberate, negotiate and decide on all matters
listed in Section 6.3.7 of this Consortium Agreement.
The Coordinator shall chair all meetings of the Executive Board, unless decided otherwise by the
Executive Board.
Operational procedures for the Executive Board
6.3.1 Representation in meetings
Any Member:
− is obliged to be present or represented at any meeting;
− may appoint a substitute or a proxy to attend and vote at any meeting;
− and shall participate cooperatively in the meetings.
6.3.2 Preparation and organisation of meetings
6.3.2.1 Convening meetings
The chairperson shall convene ordinary meetings of the Executive Board at least once every six months
and shall also convene extraordinary meetings at any time upon the written request of any Member.
6.3.2.2 Notice of a meeting
The chairperson shall give written notice of a meeting to each Member as soon as possible and no later
than 14 calendar days preceding an ordinary meeting and 7 calendar days preceding an extraordinary
meeting.
6.3.2.3 Sending the agenda
The chairperson shall prepare and send each Member an agenda no later than 14 calendar days
preceding the meeting, or 7 calendar days before an extraordinary meeting.
6.3.2.4 Adding agenda items
Any agenda item requiring a decision by the Members must be identified as such on the agenda.
Any Member may add an item to the original agenda by written notice to all of the other Members no
later than 7 calendar days preceding the meeting and 2 days preceding an extraordinary meeting.
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6.3.2.5
During a meeting of the Executive Board, the Members present or represented can unanimously agree
to add a new item to the original agenda.
6.3.2.6
Meetings of the Executive Board may also be held by teleconference or videoconference or other
telecommunication means.
6.3.2.7
Decisions will only be binding once the relevant part of the minutes has been accepted according to
Section 6.3.6.2.
6.3.3 Decisions without a meeting
Any decision may also be taken without a meeting if:
a) the Coordinator circulates to all Members of the Executive Board a suggested decision via email
with a deadline for responses of at least 10 calendar days after receipt by a Party,
b) each Member is obliged to vote within the set deadline by response made via email, and
c) the decision is agreed by three-fourths (3/4) of all Members.
The Coordinator shall inform all the Members of the outcome of the vote.
A veto, according to Section 6.3.5, may be submitted up to 15 calendar days after receipt of this
information.
The decision will be binding after the Coordinator sends a notification to all Members. The Coordinator
will keep records of the votes and make them available to the Parties on request.
6.3.4 Voting rules and quorum
6.3.4.1
The Executive Board shall deliberate and decide validly in meetings if three-fourths (3/4) of its Members
are present or represented (quorum).
If the quorum is not reached, the chairperson of the Executive Board shall convene another ordinary
meeting within 15 calendar days. If in this meeting the quorum is not reached once more, the chairperson
shall convene an extraordinary meeting, which shall be entitled to decide even if fewer than the quorum
of Members is present or represented.
6.3.4.2
Each Member present or represented in the meeting shall have one vote.
6.3.4.3
A Party which the Executive Board has declared, according to Section 4.2, to be a Defaulting Party may
not vote.
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6.3.4.4
Decisions shall be taken by a majority of three-fourths (3/4) of the votes cast.
6.3.4.5
The Executive Board shall make decisions respecting the following principles when reallocating the
budget:
1. The suggestion for reallocation shall be submitted to the Executive Board by the Coordinator,
based on the suggestion of the Work Package Leader Group, in accordance with Section 6.5.2.
2. The Party identified by the Work Package Leader Group as underperforming has the right to
defend its case before the Executive Board.
3. If the Executive Board reaches a decision that reallocation of the budget is necessary for the
proper implementation of the project, it shall:
a. Prioritize reallocating the budget within the same work package (WP) wherever
possible.
b. Reallocate the budget proportionally in alignment with the reallocation of Key
Performance Indicators (KPIs).
c. Ensure the reallocation is directed to partners based on their actual or forecasted
demand for services to be provided as part of the project.
6.3.5 Veto rights
6.3.5.1
A Party that can show that its own work, time for performance, costs, liabilities, intellectual property
rights or other legitimate interests would be severely affected by a decision of the Executive Board may
exercise a veto with respect to the corresponding decision or relevant part of the decision.
6.3.5.2
When the decision is foreseen on the original agenda, a Party may only veto such a decision during the
meeting.
6.3.5.3
When a decision has been taken on a new item added to the agenda before or during the meeting, a
Party may veto such decision during the meeting or within 15 calendar days after receipt of the draft
minutes of the meeting.
6.3.5.4
When a decision has been taken without a meeting a Party may veto such decision within 15 calendar
days after receipt of the written notice by the chairperson of the outcome of the vote.
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6.3.5.5
In case of exercise of veto, the Parties shall make every effort to resolve the matter which occasioned
the veto to the general satisfaction of all Parties.
6.3.5.6
A Party may neither veto decisions relating to its identification to be in breach of its obligations nor to its
identification as a Defaulting Party. The Defaulting Party may not veto decisions relating to its
participation and termination in the consortium or the consequences of them. Additionally, a Party that
the Executive Board has voted to be underperforming shall have no right to veto the decision of the
Executive Board to reallocate funds in accordance with the proper implementation of the Project.
6.3.5.7
A Party requesting to leave the consortium may not veto decisions relating thereto.
6.3.6 Minutes of meetings
6.3.6.1
The chairperson shall be responsible for taking minutes of each meeting, which shall be the formal
record of all decisions taken. He/she shall send draft minutes to all Members within 14 calendar days of
the meeting.
6.3.6.2
The minutes shall be considered as accepted if, within 14 calendar days from receipt, no Party has sent
an objection to the chairperson to the accuracy of the draft minutes by written notice.
If any Party sends an objection within the 14 calendar day period, the following process shall apply:
a) The chairperson shall forward the objection to all Members within 3 working days of its receipt, along
with the relevant part(s) of the draft minutes and an invitation to provide comments or suggestions within
5 working days.
b) Based on the received feedback, the chairperson shall prepare a revised version of the minutes. This
revised version shall either incorporate the suggested changes or provide justification if the objection is
not accepted.
c) The revised draft shall be circulated to all Members, and a new 14 calendar day review period shall
begin. If no further objections are raised during this period, the minutes shall be considered accepted.
d) This process may be repeated as necessary until the minutes are accepted.
6.3.6.3
The chairperson shall send the accepted minutes to all the Members and to the Coordinator, who shall
retain copies of them.
6.3.7 Decisions of the Executive Board
The Executive Board shall be free to act on its initiative to formulate proposals and take decisions under
the procedures set out herein.
The following decisions under Sections 6.3.7.1 to 6.3.7.4 shall be taken by the Executive Board:
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6.3.7.1 Content, finances and intellectual property rights
− proposals for changes to Annexes 1 and 2 of the Grant Agreement to be agreed by the Granting
Authority, such as changes resulting from the suggested reallocation of tasks and budget;
− the percentage of work package completion per work package, as well as per Party, to be
reported to the Granting Authority based on the assessment by the Work Package Leaders
Group regarding the individual performance of single Parties in case of non-completion of work
packages;
− changes to the Consortium Plan;
− modifications or withdrawal of Background in Attachment 1 (Background Included);
− corrective financial measures, including the internal reallocation of consortium budget in
response to a Party’s breach, default or severe under-performance, to safeguard the proper
implementation of the Project, in accordance with this Consortium Agreement and the Grant
Agreement.
6.3.7.2 Evolution of the consortium
− entry of a new Party to the Project and approval of the settlement on the conditions of the
accession of such a new Party;
− withdrawal of a Party from the Project and the approval of the settlement on the conditions of
the withdrawal;
− proposal to the Granting Authority for a change of the Coordinator;
− proposal to the Granting Authority for suspension of all or part of the Project;
− proposal to the Granting Authority for termination of the Project and the Consortium Agreement;
6.3.7.3 Breach, Defaulting Party status and litigation
− identification of a breach by a Party of its obligations under this Consortium Agreement or the
Grant Agreement;
− declaration of a Party to be a Defaulting Party;
− remedies to be performed by a Defaulting Party;
− termination of a Defaulting Party’s participation in the consortium and measures relating thereto;
− steps to be taken for litigation purposes and the coverage of litigation costs in case of joint
claims of the parties of the consortium against a Party (e.g. Section 7.1.4).
6.3.7.4 Appointments
Based on the Grant Agreement, the appointment, if necessary, of:
− External Expert Advisory Board Members.
In the case of abolished tasks as a result of a decision of the Executive Board, Members shall rearrange
the tasks of the Parties concerned. Such rearrangement shall take into consideration any prior legitimate
commitments which cannot be cancelled.
Coordinator
6.4.1
The Coordinator shall be the intermediary between the Parties and the Granting Authority and shall
perform all tasks assigned to it as described in the Grant Agreement and in this Consortium Agreement.
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6.4.2
In particular, the Coordinator shall be responsible for:
− monitoring compliance by the Parties with their obligations under this Consortium Agreement
and the Grant Agreement;
− keeping the address list of Members and other contact persons updated and available;
− collecting, reviewing to verify consistency and submitting reports, other deliverables (including
financial statements and related certification) and specific requested documents to the Granting
Authority;
− preparing the meetings, proposing decisions and preparing the agenda of Executive Board
meetings, chairing the meetings, preparing the minutes of the meetings and monitoring the
implementation of decisions taken at meetings;
− transmitting promptly documents and information connected with the Project to any other Party
concerned
− administering the financial contribution of the Granting Authority and fulfilling the financial tasks
described in Section 7.2
− providing, upon request, the Parties with official copies or originals of documents that are in the
sole possession of the Coordinator when such copies or originals are necessary for the Parties
to present claims.
If one or more of the Parties is/are late in submission of any Project deliverable, the Coordinator may
nevertheless submit the other Parties’ Project deliverables and all other documents required by the
Grant Agreement to the Granting Authority in time.
6.4.3
If the Coordinator fails in its coordination tasks, the Executive Board may propose to the Granting
Authority to change the Coordinator.
6.4.4
The Coordinator shall not be entitled to act or to make legally binding declarations on behalf of any other
Party or of the consortium, unless explicitly stated otherwise in the Grant Agreement or this Consortium
Agreement (amendment).
6.4.5
The Coordinator shall not enlarge its role beyond the tasks specified in this Consortium Agreement and
in the Grant Agreement.
Work Package Leaders Group
6.5.1 Members of the Work Package Leaders Group
The Work Package Leaders Group shall consist of the Coordinator and the Work Package Leaders. It
shall be the role of the Coordinator to present the recommendations of the Work Package Leaders
Group to the Executive Board.
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6.5.2 Responsibilities
The Work Package Leaders Group shall be responsible for:
- keeping track of the effective and efficient implementation of the Project, based on the
Consortium Plan, particularly regarding the completion of the work package activities in tasks
and deliverables of each Party (see Section 4.5);
- reviewing suggestions of the Work Package Leaders for the reallocation of tasks and budget in
work packages;
- making suggestions for amendments to Annex 1 and Annex 2 of the Grant Agreement to the
Executive Board, especially if restructuring is required to enable the finalisation of non-
completed work packages or in case of termination of a Party;
- assessing reports presented by each Work Package Leader, which have been compiled by the
Work Package Leader based on the Internal Progress Reports;
- assessing the status or completion of each work package and preparing the periodic reporting
for the work packages together with the Coordinator;
- proposing payment instalments to the Coordinator according to the outcomes of these
assessments (see Section 7.2.2);
- supporting the Coordinator in preparing meetings with the Granting Authority and in preparing
related information and deliverables;
- supporting the Coordinator in the collection of information regarding the termination report and
amendment procedures in case of termination of a Party’s participation;
- suggesting performance indicators for the determination of proper completion of work packages
to the Executive Board;
- within the framework of the WP Leaders Meeting, the status of the Project shall be reviewed
and assessed. If the projected outlook is not met, a proposal for a potential reallocation of the
budget and/or adjustment of the Key Performance Indicators (KPIs) shall be prepared. Such a
proposal shall subsequently be submitted to the Executive Board by the Coordinator for
discussion and approval.
Advisory Board and Consortium Meeting
6.6.1 Advisory Board
The Advisory Board will be appointed and steered by the Executive Board. The Advisory Board shall
assist and facilitate the decisions made by the Executive Board.
The Coordinator shall chair all meetings of the Advisory Board.
The Coordinator will ensure that a non-disclosure agreement is executed between all Parties and each
Advisory Board member.
6.6.2 Minutes of meetings
The Coordinator shall write the minutes of the Advisory Board meetings and submit them to the
Executive Board. The Advisory Board members shall be allowed to participate in Executive Board
meetings upon invitation, but do not have any voting rights.
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Minutes of Advisory Board meetings, once accepted, shall be sent by the Coordinator to the Executive
Board Members for information.
6.6.3 Consortium Meeting
6.6.3.1 Members and Minutes of meetings
The Consortium Meeting shall consist of the EDIH programme manager and project management level
representatives of the Parties appointed by each consortium partner. The EDIH programme manager
shall chair all meetings of the Consortium Meeting.
Minutes of Consortium Meeting, once accepted, shall be sent by the EDIH programme manager to
Executive Board Members for information.
6.6.3.2 Tasks
The Consortium Meeting shall assist the Coordinator in the proper execution and implementation of the
decisions of the Executive Board.
ln particular, the Consortium Meeting shall be responsible for:
- fulfilment of the Project workplan as set in the Consortium Plan;
- planning and execution of the Project to the committed scope, budget and timeline as set in the
Consortium Plan;
- service preparation platform for the Executive Board;
- reviewing risks and issues.
7 Financial provisions
General Principles
7.1.1 Distribution of Financial Contribution
The financial contribution of the Granting Authority to the Project shall be distributed by the Coordinator
according to:
− the Consortium Plan;
− the approval of reports by the Granting Authority; and
− the provisions of payment in Section 7.2.
A Party shall be funded only for its tasks carried out under the Consortium Plan.
7.1.2 Justifying Costs
In accordance with its own usual accounting and management principles and practices, each Party shall
be solely responsible for justifying its costs (and those of its Affiliated Entities, if any) to the Project
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towards the Granting Authority. Neither the Coordinator nor any of the other Parties shall be in any way
liable or responsible for such justification of costs towards the Granting Authority.
7.1.3 Funding Principles
A Party 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 fewer units than foreseen in the Consortium Plan,
will be funded under its units/actual, duly justified, eligible costs only.
A Party that spends more than its allocated share of the budget as set out in the Consortium Plan will
be funded only in respect of duly justified eligible costs up to an amount not exceeding that share.
7.1.4 Excess payments
A Party has received excess payment
a) if the payment received from the Coordinator exceeds the amount declared or
b) if a Party has received payments but, within the last year of the Project, its real Project costs fall
significantly behind the costs it would be entitled to according to the Consortium Plan.
In case a Party has received excess payment, the Party has to inform the Coordinator and return the
relevant amount to the Coordinator without undue delay. In case no refund takes place within 30 days
upon request for return of excess payment from the Coordinator, the Party is in substantial breach of
the Consortium Agreement.
Amounts which are not refunded by a breaching Party and which are not due to the Granting Authority
shall be apportioned by the Coordinator to the remaining Parties pro rata according to their share of total
costs of the Project as identified in the Consortium Budget until recovery from the breaching Party is
possible. The Executive Board decides on any legal actions to be taken against the breaching Party
according to Section 6.3.7.
7.1.5 Actual Cost Grant Revenue
In case a Party earns any deductible revenue from the total funding as set out in the Consortium Plan,
the deduction is only directed toward the Party earning such revenue. The other Parties’ financial share
of the budget shall not be affected by one Party’s revenue. In case the relevant revenue is more than
the allocated share of the Party as set out in the Consortium Plan, the Party shall reimburse the funding
reduction suffered by other Parties.
7.1.6 Financial Consequences of the termination of the participation of a Party
A Party leaving the consortium shall refund to the Coordinator any payments it has received except the
amount of contribution accepted by the Granting Authority.
In addition, a Defaulting Party shall, within the limits specified in Section 5.2 of this Consortium
Agreement, bear any reasonable and justifiable additional costs occurring to the other Parties to perform
the leaving Party´s task and necessary additional efforts to fulfil them as a consequence of the Party
leaving the consortium. The Executive Board should agree on a procedure regarding additional costs
that are not covered by the Defaulting Party or the Mutual Insurance Mechanism.
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7.1.7 Changes to Consortium plan
Changes to the Consortium plan that do not require an amendment of the Grant Agreement are
approved by the Executive Board. These changes must be made within the Consortium plan, meaning
that the total budget of the consortium must remain the same.
Each Party wishing to make a change must bring this to the attention during the Work Package Leaders
Group Meeting. The Coordinator is responsible for processing such changes and for submitting a
proposal to the Executive Board for approval under Section 6.3.7 of this Consortium Agreement.
Payments
7.2.1 Payments to Parties are the exclusive task of the Coordinator
In particular, the Coordinator shall:
− notify the Party concerned promptly of the date and composition of the amount transferred to its
bank account, giving the relevant references
− perform diligently its tasks in the proper administration of any funds and in maintaining financial
accounts
− undertake to keep the Granting Authority’s financial contribution to the Project separated from
its normal business accounts, its assets and property, except if the Coordinator is a Public Body
or is not entitled to do so due to statutory legislation.
Concerning Article 22 of the Grant Agreement, no Party shall, before the end of the Project, receive
more than its allocated share of the maximum grant amount, less the amounts retained by the Granting
Authority for the Mutual Insurance Mechanism and the final payment.
7.2.2 Payment mode [Actual Cost Grant]
The transfer of the initial prefinancing, the additional prefinancing (if any) and interim payments to Parties
will be handled under Article 22.1. and Articles 6 and 7 of the Grant Agreement, following this payment
schedule:
− Funding of costs included in the Consortium Plan will be paid by the Coordinator to the Parties
after receipt of payments from the Granting Authority without undue delay and in conformity with
the provisions of the Grant Agreement. Costs accepted by the Granting Authority will be paid to
the Party concerned.
− The Coordinator is entitled to withhold any payments due to a Party identified by the Executive
Board to be in breach of its obligations under this Consortium Agreement or the Grant
Agreement or to a Beneficiary which has not yet signed this Consortium Agreement.
− The Coordinator is entitled to recover any payments already paid to a Defaulting Party, except
the costs already claimed by the Defaulting Party and accepted by the Granting Authority. The
Coordinator is equally entitled to withhold payments to a Party when this is suggested by or
agreed with the Granting Authority.
8 Results
Ownership of Results
Results are owned by the Party that generates them.
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Joint ownership
Joint ownership is governed by Grant Agreement Article 16.4 and its Annex 5, Section Ownership of
results, with the following additions:
Unless otherwise agreed:
− Each of the joint owners shall be entitled to use their jointly owned Results for non-commercial
research and teaching activities on a royalty-free basis, and without requiring the prior consent
of the other joint owner(s).
− Each of the joint owners shall be entitled to otherwise exploit the jointly owned Results and to
grant non-exclusive licenses to third parties (without any right to sub-license), if the other joint
owners are given: (a) at least 45 calendar days' advance notice; and (b) fair and reasonable
compensation.
The joint owners shall agree on all protection measures and the division of related costs in advance.
Transfer of Results
8.3.1
Each Party may transfer ownership of its own Results, including its share in jointly owned Results,
following the procedures of the Grant Agreement Article 16.4 and its Annex 5, Section Transfer and
licensing of results, sub-section “Transfer of ownership”.
8.3.2
Each Party may identify specific third parties it intends to transfer the ownership of its Results to in
Attachment 3 of this Consortium Agreement. The other Parties hereby waive their right to prior notice
and their right to object to such a transfer to listed third parties according to the Grant Agreement Article
16.4 and its Annex 5, Section Transfer of licensing of results, sub-section “Transfer of ownership”, 3rd
paragraph.
8.3.3
The transferring Party shall, however, at the time of the transfer, inform the other Parties of such transfer
and shall ensure that the rights of the other Parties under the Consortium Agreement and the Grant
Agreement will not be affected by such transfer. Any addition to Attachment 3 after signature of this
Consortium Agreement requires a decision of the Executive Board.
8.3.4
The Parties recognise that in the framework of a merger or an acquisition of an important part of its
assets, it may be impossible under applicable EU and national laws on mergers and acquisitions for a
Party to give at least 45 calendar days' prior notice for the transfer as foreseen in the Grant Agreement.
8.3.5
The obligations above apply only for as long as other Parties still have - or still may request - Access
Rights to the Results.
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Dissemination
8.4.1
For the avoidance of doubt, the confidentiality obligations set out in Section 10 of this Consortium
Agreement apply to all dissemination activities described in this Section 8.4 of this Consortium
Agreement as far as Confidential Information is involved.
8.4.2 Dissemination of own (including jointly owned) Results
8.4.2.1
During the Project and for a period of 1 year after the end of the Project, the dissemination of own
Results by one or several Parties including but not restricted to publications and presentations, shall be
governed by the procedure of Article 17.4 of the Grant Agreement and its Annex 5, Section
Dissemination, subject to the following provisions.
Prior notice of any planned publication shall be given to the other Parties at least 45 calendar days
before the publication. Any objection to the planned publication shall be made in accordance with the
Grant Agreement by written notice to the Coordinator and to the Party or Parties proposing the
dissemination within 30 calendar days after receipt of the notice. If no objection is made within the time
limit stated above, the publication is permitted.
8.4.2.2
An objection is justified if:
a) the protection of the objecting Party's Results or Background would be adversely affected; or
b) the objecting Party's legitimate interests concerning its Results or Background would be
significantly harmed; or
c) the proposed publication includes Confidential Information of the objecting Party.
The objection has to include a precise request for necessary modifications.
8.4.2.3
If an objection has been raised, the involved Parties shall discuss how to overcome the justified grounds
for the objection on a timely basis (for example, by amendment to the planned publication and/or by
protecting information before publication), and the objecting Party shall not unreasonably continue the
opposition if appropriate measures are taken following the discussion.
8.4.2.4
The objecting Party can request a publication delay of not more than 90 calendar days from the time it
raises such an objection. After 90 calendar days, the publication is permitted, provided that the
objections of the objecting Party have been addressed. If no agreement is reached within this period,
the matter shall be referred to the Coordinator, in case the Coordinator is one of the Parties of the
dispute, then the matter shall be referred to the Executive Board .
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8.4.3 Dissemination of another Party’s unpublished Results or Background
A Party shall not include in any dissemination activity another Party's Results or Background without
obtaining the owning Party's prior written approval, unless they are already published.
8.4.4 Cooperation obligations
The Parties undertake to cooperate to allow the timely submission, examination, publication and defence
of any dissertation or thesis for a degree that includes their Results or Background, subject to the
confidentiality and publication provisions agreed in this Consortium Agreement.
8.4.5 Use of names, logos or trademarks
Nothing in this Consortium Agreement shall be construed as conferring rights to use in advertising,
publicity or otherwise the name of the Parties or any of their logos or trademarks without their prior
written approval.
9 Access Rights
Background included
9.1.1
In Attachment 1, the Parties have identified and agreed on the Background for the Project and have
also, where relevant, informed each other that Access to specific Background is subject to legal
restrictions or limits.
Anything not identified in Attachment 1 shall not be the object of Access Right obligations regarding
Background.
9.1.2
Any Party may add additional Background to Attachment 1 during the Project provided they give written
notice to the other Parties. However, approval of the Executive Board is needed should a Party wish to
modify or withdraw its Background in Attachment 1.
General Principles
9.2.1
Each Party shall implement its tasks under the Consortium Plan and shall bear sole responsibility for
ensuring that its acts within the Project do not knowingly infringe third-party property rights.
9.2.2
Any Access Rights granted exclude any rights to sublicense unless expressly stated otherwise.
9.2.3
Access Rights shall be free of any administrative transfer costs.
9.2.4
Access Rights are granted on a non-exclusive basis.
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9.2.5
Results and Background shall be used only for the purposes for which Access Rights to them have been
granted.
9.2.6
All requests for Access Rights shall be made in writing. The granting of Access Rights may be made
conditional on the acceptance of specific conditions aimed at ensuring that these rights will be used only
for the intended purpose and that appropriate confidentiality obligations are in place.
9.2.7
The requesting Party must show that the Access Rights are Needed.
Access Rights for Implementation
Access Rights to Results and Background Needed for the performance of the own work of a Party under
the Project shall be granted on a royalty-free basis, unless otherwise agreed for Background in
Attachment 1.
Access Rights for Exploitation
9.4.1 Access Rights to Results
Access Rights to Results if Needed for Exploitation of a Party's own Results shall be granted on Fair
and Reasonable conditions.
Access rights to Results for internal research and for teaching activities shall be granted on a royalty-
free basis.
9.4.2
Access Rights to Background if Needed for Exploitation of a Party’s own Results shall be granted on
Fair and Reasonable conditions.
9.4.3
A request for Access Rights may be made up to twelve months after the end of the Project or, in the
case of Section 9.7.2.1.2, after the termination of the requesting Party’s participation in the Project.
Access Rights for entities under the same control
Entities under the same control have Access Rights under the conditions of the Grant Agreement Article
16.4 and its Annex 5, Section "Access rights to results and background”, sub-section “Access rights for
entities under the same control”.
Such Access Rights must be requested by the entity under the same control as the Party that holds the
Background or Results. Alternatively, the Party granting the Access Rights may individually agree with
the Party requesting the Access Rights to have the Access Rights include the right to sublicense to the
latter's entity under the same control. Access Rights to an entity under the same control shall be granted
on Fair and Reasonable conditions and upon a written bilateral agreement.
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Entities under the same control that obtain Access Rights in return fulfil all confidentiality obligations
accepted by the Parties under the Grant Agreement or this Consortium Agreement as if such entities
were Parties.
Access Rights may be refused to entities under the same control if such granting is contrary to the
legitimate interests of the Party which owns the Background or the Results.
Access Rights granted to any entity under the same control are subject to the continuation of the Access
Rights of the Party with whom it is under the same control and shall automatically terminate upon
termination of the Access Rights granted to such Party.
Upon cessation of the status as an entity under the same control, any Access Rights granted to such
former entity under the same control shall lapse.
Further arrangements with entities under the same control may be negotiated in separate agreements.
Additional Access Rights
For the avoidance of doubt, any grant of Access Rights not covered by the Grant Agreement or this
Consortium Agreement shall be at the absolute discretion of the owning Party and subject to such terms
and conditions as may be agreed between the owning and receiving Parties.
Access Rights for Parties entering or leaving the consortium
9.7.1 New Parties entering the consortium
As regards Results developed before the accession of the new Party, the new Party will be granted
Access Rights on the conditions applying for Access Rights to Background.
9.7.2 Parties leaving the consortium
9.7.2.1 Access Rights granted to a leaving Party
9.7.2.1.1 Defaulting Party
Access Rights granted to a Defaulting Party and such Party's right to request Access Rights shall cease
immediately upon receipt by the Defaulting Party of the formal notice of the decision of the Executive
Board to terminate its participation in the consortium.
9.7.2.1.2 Non-defaulting Party
A non-defaulting Party leaving voluntarily and with the other Parties' consent shall have Access Rights
to the Results developed until the date of the termination of its participation.
It may request Access Rights within the time specified in Section 9.4.3.
9.7.2.2 Access Rights to be granted by any leaving Party
Any Party leaving the Project shall continue to grant Access Rights under the Grant Agreement and this
Consortium Agreement as if it had remained a Party for the whole duration of the Project.
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Specific Provisions for Access Rights to Software
For the avoidance of doubt, the general provisions for Access Rights provided for in this Section 9 also
apply to Software.
Parties’ Access Rights to Software do not include any right to receive source code or object code ported
to a certain hardware platform or any right to receive respective Software documentation in any
particular form or detail, but only as available from the Party granting the Access Rights.
10 Non-disclosure of information
All information in whatever form or mode of communication, which is disclosed by a Party (the
“Disclosing Party”) to any other Party (the “Recipient”) in connection with the Project during its
implementation and which has been explicitly marked as “confidential” or “sensitive” at the time of
disclosure, or when disclosed orally has been identified as confidential at the time of disclosure and has
been confirmed and designated in writing within 15 calendar days from oral disclosure at the latest as
confidential information by the Disclosing Party, is “Confidential Information”.
The Recipient hereby undertakes in addition and without prejudice to any commitment on non-disclosure
under the Grant Agreement, for a period of 5 years after the final payment of the Granting Authority:
− not to use Confidential Information otherwise than for the purpose for which it was disclosed;
− not to disclose Confidential Information without the prior written consent by the Disclosing Party;
− to ensure that internal distribution of Confidential Information by a Recipient shall take place on
a strict need-to-know basis; and
− to return to the Disclosing Party, or destroy, on request all Confidential Information that has
been disclosed to the Recipient including all copies thereof and to delete all information stored
in a machine-readable form to the extent practically possible. The Recipient may keep a copy
to the extent it is required to keep, archive or store such Confidential Information because of
compliance with applicable laws and regulations or for the proof of on-going obligations provided
that the Recipient complies with the confidentiality obligations herein contained with respect to
such copy.
The Recipient shall be responsible for the fulfilment of the above obligations on the part of its employees
or third parties involved in the Project and shall ensure that they remain so obliged, as far as legally
possible, during and after the end of the Project and/or after the termination of the contractual
relationship with the employee or third party.
The above shall not apply for disclosure or use of Confidential Information, if and in so far as the
Recipient can show that:
− the Confidential Information has become or becomes publicly available by means other than a
breach of the Recipient’s confidentiality obligations;
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− the Disclosing Party subsequently informs the Recipient that the Confidential Information is no
longer confidential;
− the Confidential Information is communicated to the Recipient without any obligation of
confidentiality by a third party who is to the best knowledge of the Recipient in lawful possession
thereof and under no obligation of confidentiality to the Disclosing Party;
− the disclosure or communication of the Confidential Information is foreseen by provisions of the
Grant Agreement;
− the Confidential Information, at any time, was developed by the Recipient completely
independently of any such disclosure by the Disclosing Party;
− the Confidential Information was already known to the Recipient prior to disclosure, or
− the Recipient is required to disclose the Confidential Information in order to comply with
applicable laws or regulations or with a court or administrative order, subject to the provision
Section 10.7 hereunder.
The Recipient shall apply the same degree of care with regard to the Confidential Information disclosed
within the scope of the Project as with its own confidential and/or proprietary information, but in no case
less than reasonable care.
Each Recipient shall promptly inform the relevant Disclosing Party by written notice of any unauthorised
disclosure, misappropriation or misuse of Confidential Information after it becomes aware of such
unauthorised disclosure, misappropriation or misuse.
If any Recipient becomes aware that it will be required, or is likely to be required, to disclose Confidential
Information in order to comply with applicable laws or regulations or with a court or administrative order,
it shall, to the extent it is lawfully able to do so, prior to any such disclosure.
− notify the Disclosing Party; and
− comply with the Disclosing Party’s reasonable instructions to protect the confidentiality of the
information.
11 Miscellaneous
Attachments, inconsistencies and severability
This Consortium Agreement consists of this core text and:
− Attachment 1 (Background included)
− Attachment 2 (Accession document)
− Attachment 3 (List of third parties for simplified transfer according to Section 8.3.2)
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In case the terms of this Consortium Agreement are in conflict with the terms of the Grant Agreement,
the terms of the latter shall prevail. In case of conflicts between the attachments and the core text of this
Consortium Agreement, the latter shall prevail.
Should any provision of this Consortium Agreement become invalid, illegal or unenforceable, it shall not
affect the validity of the remaining provisions of this Consortium Agreement. In such a case, the Parties
concerned shall be entitled to request that a valid and practicable provision be negotiated that fulfils the
purpose of the original provision.
No representation, partnership or agency
Except as otherwise provided in Section 6.4.4, no Party shall be entitled to act or to make legally binding
declarations on behalf of any other Party or of the consortium. Nothing in this Consortium Agreement
shall be deemed to constitute a joint venture, agency, partnership, interest grouping or any other kind
of formal business grouping or entity between the Parties.
Formal and written notices
Any notice to be given under this Consortium Agreement shall be addressed to the recipients as listed
in the most current address list kept by the Coordinator.
Any change of persons or contact details shall be immediately communicated to the Coordinator by
written notice. The address list shall be accessible to all Parties.
Formal notices:
If it is required in this Consortium Agreement (Sections 4.2, 9.7.2.1.1, and 11.4) that a formal notice,
consent or approval shall be given, such notice shall be signed by an authorised representative of a
Party and shall either be served personally or sent by mail with recorded delivery with acknowledgement
of receipt.
Written notice:
Where written notice is required by this Consortium Agreement, this is fulfilled also by other means of
communication, such as e-mail with acknowledgement of receipt.
Assignment and amendments
Except as set out in Section 8.3, no rights or obligations of the Parties arising from this Consortium
Agreement may be assigned or transferred, in whole or in part, to any third party without the other
Parties’ prior formal approval.
Amendments and modifications to the text of this Consortium Agreement not explicitly listed in Sections
6.3.7 of this this Consortium Agreemen require a separate written agreement to be signed between all
Parties.
Mandatory national law
Nothing in this Consortium Agreement shall be deemed to require a Party to breach any mandatory
statutory law under which the Party is operating.
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Language
This Consortium Agreement is drawn up in English, which language that shall govern all documents,
notices, meetings, arbitral proceedings, and processes relative to that. For all the mentioned documents
and activities Czech language can be used too. Hereby, English and Czech are established as the
official languages of the Consortium.
Applicable law
This Consortium Agreement shall be construed under and governed by the laws of Czech Republic,
excluding its conflict of law provisions.
Settlement of disputes
The Parties shall endeavour to settle their disputes amicably.
All disputes arising out of or in connection with this Consortium Agreement, which cannot be solved
amicably, shall be finally settled by the courts of Brno, Czech Republic.
Rest of the page left intentionally blank. Signature page follows.
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The Parties hereby expressly declare that they have read this Consortium Agreement before
signing it, that it has been concluded after their mutual negotiation and that it expresses their
true and free will, in witness whereof they attach their signatures below.
JIC, zájmové sdružení právnických osob Intemac Solutions, s.r.o.
Date: Date:
Name: Mgr. Petr Chládek Name: Mgr. et Mgr. JINDŘICH WEISS
Position: jednatel Position: jednatel
Vysoké učení technické v Brně Effectivity s.r.o.
Date: Date:
_________ ________
Name: doc. Ing. Ladislav Janíček Ph.D., MBA, Name: Ing. Gabriela Kopřivová
LL.M. Position: jednatelka
Position: rector
Univerzita Tomáše Bati ve Zlíně
Date:
______
Name: prof. Mgr. Milan Adámek, Ph.D.
Position: rector
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Envelope ID DigiSign.org: 019c46ff-a0b9-712c-b8e3-4296396a5eed
EDIH-DIGIMAT Consortium Agreement, version 1.0, 01. 05. 2026
Attachment 1: Background included
As to Vysoké učení technické v Brně, it is agreed between the Parties that, to the best of their
knowledge, No data, know-how or information of Vysoké učení technické v Brně, is Needed by
another Party for implementation of the Project (Article 16.1 and its Annex 5 Grant Agreement, Section
“Access rights to results and background”, sub-section “Access rights to background and results for
implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant
Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting
the results”)..
As to Univerzita Tomáše Bati ve Zlíně, it is agreed between the Parties that, to the best of their
knowledge, no data, know-how or information of Univerzita Tomáše Bati ve Zlíně, is Needed by another
Party for implementation of the Project (Article 16.1 and its Annex 5 Grant Agreement, Section “Access
rights to results and background”, sub-section “Access rights to background and results for implementing
the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement,
Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”).
30 / 32
Envelope ID DigiSign.org: 019c46ff-a0b9-712c-b8e3-4296396a5eed
EDIH-DIGIMAT Consortium Agreement, version 1.0, 01. 05. 2026
Attachment 2: Accession document
ACCESSION
of a new Party to
Project 101256752 – “EDIH-DIGIMAT” Consortium Agreement, version […, YYYY-MM-DD]
[OFFICIAL NAME OF THE NEW PARTY AS IDENTIFIED IN THE Grant Agreement]
hereby consents to become a Party to the Consortium Agreement identified above and accepts all the
rights and obligations of a Party starting [date].
hereby certifies that the consortium has accepted in the meeting held on [date] the accession of [the
name of the new Party] to the consortium starting [date].
This Accession document has been done in 2 originals to be duly signed by the undersigned authorised
representatives.
[Date and Place]
[INSERT NAME OF THE NEW PARTY]
Signature(s)
Name(s)
Title(s)
[Date and Place]
31 / 32
Envelope ID DigiSign.org: 019c46ff-a0b9-712c-b8e3-4296396a5eed
EDIH-DIGIMAT Consortium Agreement, version 1.0, 01. 05. 2026
Attachment 3: List of third parties for simplified transfer according
to Section 8.3.2
32 / 32