Model Contract for the Sixth Framework Programme

1

• Model Contract() for the Sixth Framework
  Programme
• () except for actions to promote human resources
  and mobility

2
Introduction 0.1- Legal framework
INTERNATIONAL AGREEMENTS
EC TREATY
PARTICIPATION AND DISSEMINATION RULES
FRAMEWORK PROGRAMME
Other relevant EC Regulations e.g. EC Financial
Regulations (Budgetary Law)
SPECIFIC PROGRAMS
CONTRACTS
3
Introduction 0.2- General contractual principles

• Based on the rules for participation and
  dissemination of results and
• collective approach
• greater flexibility
• greater autonomy of participants
• reduction in the number of contracts

4
Introduction 0.3.1- Contract Structure

• Core-contract
• Standard text completed with project data (
  special clauses)
• Annex I
• The project (technical tasks - work to be
  carried out)
• Annex II
• General conditions (standard text applicable to
  every instrument, excepting actions
• to promote human resources and mobility)
• Annex III
• Specific provisions for some instruments
  (standard text)

5
Introduction 0.3.2- Contract Structure

• Annex IV - Form A
• Consent of contractors to accede to the contract
  (standard text completed with
• project data - To be filled in by each contractor
  identified in the core-contract (article
• 1.2) - To be signed by the contractor concerned
  and by the coordinator)
• Annex V - Form B
• Accession of new legal entities to the contract
  (standard text completed with project
• data - To be filled in by each new participant
  willing to become contractor - To be
• signed by the new contractor concerned and by the
  coordinator)
• Annex VI - Form C
• Financial statement per activity (Specific to
  each instrument and/or type of action -
• To be filled periodically by each contractor)

6
Introduction 0.4- Guidelines

• Different guidelines will provide supplementary
  information and guidance notes
• Financial guidelines (including cost models,
  audits, )
• Negotiation guidelines (including technical
  annex, contract preparation, ...)
• Consortium agreement guidelines (including IPR,
  ...)
• Project management guidelines (including
  reporting, ...)
• Plus guidelines explicitly required by the rules
  for participation and dissemination of
• results
• Guidelines on evaluation and selection
  procedures

7
Introduction 0.5- Consortium Agreement

• Compulsory, unless exempted by the call for
  proposals
• No model but non binding guidelines provided by
  the Commission
• Regulates internal organisation and management
  of consortium (Commission
• is not a party)
• After or (preferably) before signing the
  contract.
• Some decisions must be made by the participants
  before signature of contract
• (e.g. exclusion of pre-existing know-how)
• By definition, contractors are supposed to have a
  consortium agreement.

8
1- Core-Contract 1.1- Structure

• The structure of the core-contract is the
  following
• Article 1 - Scope
• Article 2 - Constitution of the Consortium
• Article 3 - Evolution of the consortium
• Article 4 - Entry into Force of the Contract and
  Duration of Project
• Article 5 - Community financial contribution
• Article 6 - Reporting periods
• Article 7 - Reports
• Article 8 - Payment modalities
• Article 9 - Special clauses
• Article 10 - Amendments
• Article 11 - Communication
• Article 12 - Applicable law
• Article 13 - Jurisdiction
• Article 14 - Annexes forming an integral part of
  this contract

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1- Core-Contract 1.2.1- Main issues

• Signature and entry into force of the contract
• Contractual link of all contractors with the
  Commission (equal status)
• Contract enters into force upon signature of
  coordinator and Commission
• Coordinator must ensure other contractors sign
  within delays (established in contract) (Confere
  Form A)
• Distribution of advance (pre-financing) to other
  contractors possible after minimum requirements
  met
• Project begins on date established in the
  contract

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1- Core-Contract 1.2.2- Main issues

• All the contractors are identified in the core
  contract article 1.2
• Evolution of consortium possible
• where one or more does not sign the Form A
  article 2
• in case of enlargement (new contractors)
  article 3
• Explicit mention of the type of Community
  financial support article 5
• lump sum
• grant to the budget
• grant for integration
• Maximum Community financial contribution
  article 5 and estimated breakdown of costs and
  activities Annex I

11
1- Core-Contract 1.2.3- Main issues
12
1- Core-Contract 1.2.4- Main issues

• Reporting periods are clearly established in the
  core-contract article 6
• The following reports must be submitted for each
  reporting period within 45 days after the end of
  the concerned reporting period article 7.1
  Annex II.7.2
• Periodic activity report (including plan for
  using and disseminating the knowledge)
• Periodic management report (including a
  justification of resources deployed Forms C
  summary financial report consolidating the
  claimed costs)
• Periodic report of the distribution between
  contractors of the Community financial
  contribution
• Any supplementary reports required by any Annex
  of the contract (Annexes I and III)

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1- Core-Contract 1.2.5- Main issues

• An audit certificate per contractor must be
  submitted for each reporting period within 45
  days after the end of the concerned reporting
  period article 7.2 Annex II.7.3 for IP and
  NoE.
• For other instruments, an audit certificate per
  contractor must be submitted at the latest 45
  days after the end of the specific periods
  established for this purpose in the contract
  article 7.2 Annex II.7.3
• Even though an audit certificate is not required
  for a specific period, an audit certificate must
  be provided by each contractor requesting a
  Community financial contribution exceeding
  750.000. article 7.2 Annex II.7.3

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1- Core-Contract 1.2.6- Main issues

• In addition to the reports for the last period,
  the following reports must be submitted at the
  latest 45 days after the end of the project
  article 7.3 Annex II.7.4
• Final activity report (including plan for using
  and disseminating the knowledge)
• Final management report
• Final report of the distribution between
  contractors of the Community financial
  contribution
• Any supplementary reports required by any Annex
  of the contract
• Payment modalities (pre-financing and payment)
  article 8 Annex II.28
• Differences between
• Projects with one single reporting period
• Projects with several reporting periods
• with an audit certificate for each reporting
  period
• without an audit certificate for each reporting
  period
• Lump sum support

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1- Core-Contract 1.2.7- Main issues
Payments and reporting schedule for an
IP(example of a 4 year contract)
Activity report
Reported costs
Activity report
Detailed work plan
Reported costs
Adjusted advance
Activity report
Detailed work plan
Reported costs
Adjusted advance
Activity report
Detailed work plan
Reported costs
Adjusted advance
Detailed work plan
Initial advance
0 6 12
18 24 30
36 42 48

Months
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1- Core-Contract 1.2.8- Main issues
Payments and reporting schedule for a STREP, CA
or SSA(example of a 3 year contract)
Final activity report
Final payment
Reported costs audit certificate (mandatory)
Intermediate payment/ settlement
Periodic activity report (mid-term review
optional)
Reported costs (audit certificate if required)
Detailed work plan
Initial advance
0 6 12 14
18 20 24 26 30
36 38

Months
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1- Core-Contract 1.2.9- Main issues

• The core-contract may content some special
  clauses article 9
• Some of them may be imposed (e.g. specific cost
  models rules for specific activities consisting
  in transnational access for an SSA -
  Infrastructures)
• Others, answering to specific situations will be
  at the disposal of the contractors
• Amendments article 10 Annex II.8
• General rule request in writing
• Tacit amendments only for modification and
  evolution of the consortium and for technical
  reports
• The law of Belgian or Luxembourg govern the
  contract article 12

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2- Annex II - General conditions 2.1- General
Structure

• The structure of the Annex II is the following
• Article II.1 - Definitions
• Part A Implementation of the Project
• Part B Financial Provisions
• Part C Intellectual Property Rights

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2- Annex II - General conditions 2.2.1- Detailed
structure

• Part A Implementation of the Project
• SECTION 1 - IMPLEMENTATION AND DELIVERABLES
• Article II.2 - ACTIVITIES
• Article II.3 - PERFORMANCE OBLIGATIONS
• Article II.4 - FORCE MAJEURE
• Article II.5 - SUSPENSION AND PROLONGATION OF
  THE PROJECT
• Article II.6 - SUBCONTRACTING
• Article II.7 - REPORTS AND DELIVERABLES
• Article II.8 - EVALUATION AND APPROVAL OF
  REPORTS AND DELIVERABLES
• Article II.9 - CONFIDENTIALITY
• Article II.10 - COMMUNICATION OF DATA
• Article II.11 - INFORMATION TO MEMBER STATES AND
  ASSOCIATED STATES
• Article II.12 - PUBLICITY
• Article II.13 - LIABILITY
• Article II.14 - ASSIGNMENT

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2- Annex II - General conditions 2.2.2- Detailed
structure

• Part A Implementation of the Project
• SECTION 2 - TERMINATION OF THE CONTRACT AND
  RESPONSIBILITY
• Article II.15 - TERMINATION OF THE CONTRACT AND
  PARTICIPATION OF CONTRACTORS
• Article II.16 - TERMINATION FOR BREACH OF
  CONTRACT AND IRREGULARITY
• Article II.17 - TECHNICAL COLLECTIVE
  RESPONSIBILITY
• Article II.18 - FINANCIAL COLLECTIVE
  RESPONSIBILITY

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2- Annex II - General conditions 2.2.3- Detailed
structure

• Part B Financial provisions
• SECTION 1 - GENERAL FINANCIAL PROVISIONS
• Article II.19 - ELIGIBLE COSTS OF THE PROJECT
• Article II.20 - DIRECT COSTS
• Article II.21 - INDIRECT COSTS
• Article II.22 - COST REPORTING MODELS
• Article II.23 - RECEIPTS OF THE PROJECT
• Article II.24 - COMMUNITY FINANCIAL CONTRIBUTION
• Article II.25 - REIMBURSEMENT RATES
• Article II.26 - AUDIT CERTIFICATES
• Article II.27 - INTEREST YIELDED BY
  PRE-FINANCING
• Article II.28 - PAYMENT MODALITIES

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2- Annex II - General conditions 2.2.4- Detailed
structure

• Part B Financial provisions
• SECTION 2 - CONTROLS, RECOVERIES AND SANCTIONS
• Article II.29 - CONTROLS AND AUDITS
• Article II.30 - LIQUIDATED DAMAGES
• Article II.31 - REIMBURSEMENT TO THE COMMISSION
  AND RECOVERY ORDERS
• Part C Intellectual Property Rights
• Article II.32 - OWNERSHIP OF KNOWLEDGE
• Article II.33 - PROTECTION OF KNOWLEDGE
• Article II.34 - USE AND DISSEMINATION
• Article II.35 - ACCESS RIGHTS
• Article II.36 - INCOMPATIBLE OR RESTRICTIVE
  COMMITMENTS

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2- Annex II - General conditions 2.3.1- Main
issues

• The main issues which must be highlighted are
• Performance obligations (consortium,
  contractors, coordinator, Commission)
• Force majeure
• Prolongation and suspension of the project
  (clear provisions for possibility to suspend and
  prolong project)
• Termination (simple without fault or breach and
  with breach)
• Nullification
• and especially ...

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2- Annex II - General conditions 2.3.2.1- Main
issues - Subcontracting

• As far as subcontracts are concerned, the model
  contract of the 6th Framework Programme will
  mention the following
• Contractors shall ensure that the work to be
  performed, as identified in the technical annex
  of the contract (Annex I), can be carried out by
  them. However, where it is necessary to
  subcontract certain elements of the work to be
  carried out, this should be clearly identified in
  the technical annex of the contract (Annex I).
• During the implementation of the project,
  contractors may subcontract other minor services,
  which do not represent core elements of the
  project work, which cannot be directly assumed by
  them and where this proves necessary for the
  performance of their work under the project.

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2- Annex II - General conditions 2.3.2.2- Main
issues - Subcontracting

• Any subcontract, the costs of which are to be
  claimed as an eligible cost, must be awarded
  following competitive tender to the subcontractor
  offering best value for money (best price-quality
  ratio), under conditions of transparency and
  equal treatment. The following aspects must be
  taken into consideration in awarding
  subcontracts
• (a) they may only cover the execution of a
  limited part of the project
• (b) recourse to the award of subcontracts must be
  justified having regard to the nature of the
  action and what is necessary for its
  implementation
• (c) the tasks concerned must be set out in the
  technical annex of the contract (Annex I)

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2- Annex II - General conditions 2.3.2.3- Main
issues - Subcontracting
(d) the contractor shall retain sole
responsibility for carrying out the action and
for compliance with the provisions of the
agreement. The contractor must undertake to make
the necessary arrangements to ensure that the
subcontractor waives all rights in respect of the
Commission under the contract (e) the
contractor must undertake to ensure that the
conditions applicable to it relating to -
Confidentiality - Communication of data for
evaluation, impact assessment, standardisation
purposes and communication of information beyond
the research community - Information to be
provided to Member States or Associated States -
Publicity - Payment modalities - Control and
Audit as established in the relevant articles of
the contract are also applicable to the
subcontractor.
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2- Annex II - General conditions 2.3.2.4- Main
issues - Subcontracting

• Where the contractors enter into subcontracts to
  carry out some parts of the tasks related to the
  project, they remain bound by their obligations
  to the Commission under the contract

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2- Annex II - General conditions 2.3.3- Main
issues - Collective Responsibility

• Technical Responsibility (applicable to all
  instruments)
• Financial Responsibility - New
• Used as a last resort
• Limited in proportion to the participants share
  to the project, up to the total amount they are
  entitled to receive
• Exceptions
• International Organisations, public bodies or
  entities guaranteed by MS/AS solely responsible
  for their own debts
• Specific research projects for SMEs and
  actions to promote human resources and mobility
  and, when duly justified, specific support actions

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2- Annex II - General conditions 2.3.4.1- Main
issues - Cost models
Cost Models Applicability

• The cost models are applicable to all instruments
  in the Sixth Framework Programme where the
  Community contribution is a Grant for Integration
  (Networks of Excellence) or a Grant to the Budget
  (Integrated Projects, Specific Targeted Projects,
  Specific Research Projects for SMEs, Integrated
  Infrastructure Initiatives, Coordination Actions,
  and certain Specific Support Actions).
• They do not apply to those instruments where the
  Community financial contribution is a Lump Sum
  Grant (certain Specific Support Actions and
  certain Actions promoting human resources and
  mobility).
• For some Actions promoting human resources and
  mobility a specialised version of the cost model
  is applied.

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2- Annex II - General conditions 2.3.4.2- Main
issues - Cost models
Overview

• Three cost models are suggested for participants
• Full Cost with actual indirect costs (FC)
• Full Cost with indirect Flat rate costs (FCF)
• Additional Cost with indirect flat rate costs (AC)

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2- Annex II - General conditions 2.3.4.3- Main
issues - Cost models
Definitions

• Full Cost with actual indirect costs (FC)
• In this model, eligible direct and indirect costs
  are charged by the contractors.
• Full Cost with indirect Flat rate costs (FCF)
• In this model, eligible direct costs and a flat
  rate for indirect costs are charged by the
  contractors. This flat rate applied is 20 of all
  eligible direct costs minus the eligible direct
  costs of sub-contracts.
• Additional Cost with indirect flat rate costs
  (AC)
• In this model, eligible direct additional costs
  and a flat rate for indirect costs are charged by
  the contractors. The flat rate is equal to 20 of
  all eligible direct additional costs minus the
  eligible direct additional costs of sub-contracts.

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2- Annex II - General conditions 2.3.4.4- Main
issues - Cost models
Definitions

• Direct costs are all costs that fall under the
  definition of eligible costs which can be charged
  directly to the project, and are determined by
  the contractor in accordance with its usual
  accounting practices.
• Direct additional costs are direct costs
  additional to the normal recurring costs of the
  contractor and not covered by any other sources
  of funding. For direct additional costs of
  personnel, there are three possibilities to
  charge these costs to the contract
• personnel with a temporary contract for working
  under the Community contract concerned 
• personnel with a temporary contract with a view
  to completing a doctorate 
• personnel whose employment contract depends
  wholly or in part on additional external
  financing. In this case, costs charged to the
  project must exclude all costs covered by normal
  recurring financing.

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2- Annex II - General conditions 2.3.4.5- Main
issues - Cost models
Definitions

• Indirect costs
• For contractors working on the full cost model
  (FC), indirect costs are all eligible costs
  determined by the contractor, in accordance with
  its usual accounting practices, which are not
  directly attributable to the project but are
  incurred in direct relation to the direct costs
  of the project.
• For those contractors using either of the flat
  rate models (FCF, AC) a  flat rate is applied to
  the direct costs to cover the indirect costs.

34
2- Annex II - General conditions 2.3.4.6- Main
issues - Cost models
Definitions

• Eligible costs incurred for the implementation
  of the project must fulfil all of the following
  conditions
• they must be actual, economic and necessary for
  the implementation of the project and
• they must be determined in accordance with the
  usual accounting principles of the contractor and
• they must be incurred during the duration of the
  project except for the costs incurred in drawing
  up the final reports which may be incurred during
  the period of up to 45 days after the end of the
  project or the date of termination whichever is
  earlier and

35
2- Annex II - General conditions 2.3.4.7- Main
issues - Cost models
Definitions

• Eligible costs
• they must be recorded in the accounts of the
  contractor that incurred them , no later than at
  the date of the establishment of the audit
  certificate. The accounting procedures used in
  the recording of costs and receipts shall respect
  the accounting rules of the State in which the
  contractor is established as well as permit the
  direct reconciliation between the costs and
  receipts incurred for the implementation of the
  project and the overall statement of accounts
  relating to the overall business activity of the
  contractor,

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2- Annex II - General conditions 2.3.4.8- Main
issues - Cost models
Definitions

• Eligible costs
• In the case of contributions made by third
  parties established on the basis of an agreement
  between the contractor and the third party
  existing prior to the participation of the
  contractor in the contract, and for which the
  tasks and their execution by such a third party
  are clearly identified in the technical Annex
  (Annex I), the costs must be
• incurred in accordance with the usual accounting
  principles of such third parties and the
  principles set out for any contractor
• meet the other provisions of the eligible costs
  definition and of Annex I. and
• be recorded in the accounts of the third party
  no later than the date of the establishment of
  the audit certificate

37
2- Annex II - General conditions 2.3.4.9- Main
issues - Cost models
Definitions

• Non-Eligible costs
• The following non-eligible costs may not be
  charged to the project
• any identifiable indirect taxes, including VAT
  or duties
• interest owed
• provisions for possible future losses or
  charges
• exchange losses
• costs declared, incurred or reimbursed in
  respect of another Community project
• return on capital
• debt and debt service charges
• excessive or reckless expenditure
• any cost which does not meet the conditions of
  an eligible cost

38
2- Annex II - General conditions 2.3.4.10- Main
issues - Cost models
Access to the Cost Models

• Access to a cost model depends on the type of
  legal entity concerned
• All legal entities can use the FC model with the
  exception of physical persons 
• Physical persons are obliged to use the AC
  model 
• Non-commercial or non-profit organisations
  established either under public law or private
  law and international organisations may choose
  one of the AC, FCF or FC models.
• However, only those non-commercial or non-profit
  organisations which do not have an accounting
  system that allows the share of their direct and
  indirect costs relating to the project to be
  distinguished may opt for the AC model.
• Legal entities defined as SMEs have the choice
  between the FC and FCF model.

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2- Annex II - General conditions 2.3.4.11- Main
issues - Cost models
Use of a Cost Model

• Each contractor shall apply the same cost
  reporting model in all contracts established
  under the Sixth Framework Programme
• As a derogation to this principle
• any legal entity which is eligible to opt for
  the AC model in a first contract can change to
  the FCF or the FC model in a later contract. If
  it does so, it must then use the new cost
  reporting model in subsequent contracts
• any legal entity which is eligible to opt for the
  FCF model in a first contract can change to the
  FC model in a later contract. If it does so, it
  must then use the new cost reporting model in
  subsequent contracts.
• AC ? FCF ? FC
• FCF ? FC
• AC ? FC

40
2- Annex II - General conditions 2.3.4.12- Main
issues - Cost models
Maximum reimbursement rates per Cost
Model General principles

• The maximum reimbursement rates for costs
  incurred are determined by the type of activity
• For contractors using the AC model 100 of
  their additional eligible costs whatever those
  activities might be.
• For contractors using the FCF or FC model
• for research and technological development
  activities 50 of eligible costs
• for demonstration activities 35 of eligible
  costs
• for training activities 100 of eligible costs
• for management of the consortium activities
  100 of eligible costs
• for other specific support activities 100 of
  eligible costs

41
2- Annex II - General conditions 2.3.4.13- Main
issues - Cost models
Maximum reimbursement rates per Cost
Model Particularities

• It should be noted that the Community financial
  contribution of 100 to the management of the
  consortium activities can not exceed 7 of the
  total Community financial contribution. This
  limitation does not apply to each individual
  participant but for the project as a whole.
• One derogation to the definition of eligible
  costs, relates to the costs incurred for
  management of the consortium activities by
  contractors using the AC model. They may charge
  their eligible direct costs (especially of
  permanent personnel) to this activity, on
  condition that they can to identify and justify
  them precisely. The flat rate for indirect costs
  also applies to these eligible direct costs.

42
2- Annex II - General conditions 2.3.4.14- Main
issues - Cost models
Maximum reimbursement rates per Cost
Model Particularities

• For Coordination Actions and Specific Support
  Actions, contractors using the full cost model
  (FC) may not claim their actual indirect costs. A
  flat rate for indirect costs is applied in these
  instruments for all contractors, equal to 20 of
  the eligible direct costs minus the eligible
  direct costs of sub-contracts.
• Finally, it should be noted that the
  reimbursement rate claimed represents a possible
  maximum rate since the receipts of the project
  must be taken into consideration in determining
  the total amount of the Commission financial
  contribution.

43
2- Annex II - General conditions 2.3.4.15- Main
issues - Cost models
44
2- Annex II - General conditions 2.3.4.16- Main
issues - Cost models
Receipts of the Project

• Three kinds of receipts must be taken into
  consideration
• Financial transfers or their equivalent to the
  contractor from third parties 
• Contributions in kind from third parties
• Income generated by the project.
• In the first two cases (financial transfers or
  contributions in kind), these endowments are
  considered as receipts of the project if the
  third party has provided them specifically to be
  use in the project.
• If, on the other hand, these endowments are at
  the discretion of the contractor they are not to
  be considered as receipts.

45
2- Annex II - General conditions 2.3.4.17- Main
issues - Cost models
Receipts of the Project

• In the first two cases, where contributions from
  third parties are used for the project by the
  contractor, the latter is required to inform the
  third party of this use and in accordance with
  the national legislation or practice in force.
• In the case of income generated by the project
  itself
• any income generated by the project itself,
  including the sale of assets bought for the
  project (limited to the initial cost of
  purchase) are considered as income to the project
  (eg admission fee to a conference carried out
  by the consortium sale of the proceedings of
  the aforementioned conference  sale of an
  equipment bought for the project) 
• by derogation to the above mentioned principle,
  income generated by the use of the knowledge
  resulting from the project is not considered as a
  receipt. Indeed, the use of the knowledge
  resulting from the project is the main objective
  of any project supported by an FP6 Community
  financial contribution.

46
2- Annex II - General conditions 2.3.5- Main
issues - Audit certificates

• An audit certificate
• must be provided by an external auditor, or , in
  the case of public bodies, by a competent public
  officers
• must be provided yearly by each contractor in an
  IP or an NoE
• must be provided by each contractor at the end
  of the reporting periods specified in the
  contract for other instruments supported through
  a grant to the budget
• must be provided by any contractor requesting a
  Community financial contribution exceeding
  750.000, even though an audit certificate is not
  required for this specific period
• is linked to one (IP/NoE) or several Forms C
  (other instruments) of a specific contractor

47
2- Annex II - General conditions 2.3.6- Main
issues - Payments

• Periodic advances
• yearly for IP and NoE (specified in the contract
  for other instruments)
• up to 85 (80 for instruments without
  collective liability)
• Community financial contribution depends on
• Contractors cost model (AC, FC, FCF)
• Type of activity (research, demonstration,
  management, training, etc)
• Submission of audit certificates
• Distribution depends on consortiums decisions

48
2- Annex II - General conditions 2.3.7- Main
issues - Controls Audits

• Controls
• Periodic activity report (including plan for
  using and disseminating the knowledge)
• Periodic management report (including a
  justification of resources deployed Forms C
  summary financial report consolidating the
  claimed costs)
• Periodic report of the distribution between
  contractors of the Community financial
  contribution
• Any supplementary reports required by any Annex
  of the contract (Annexes I and III)
• Audits
• Scientific, technological, and financial audits
• New - annual monitoring by Commission with
  external experts (particularly for IP and NoE)
• Ethical or other reviews
• Contractors right to refuse particular expert

49
2- Annex II - General conditions 2.3.8- Main
issues - Sanctions

• Financial irregularity is grounds for exclusion
  from evaluation or selection procedure
• Violation of fundamental ethical principles is
  grounds for exclusion from evaluation or
  selection procedure
• Recovery decisions (article 256 EC Treaty)
• Other sanctions in contract (liquidated damages
  for overclaims)

50
2- Annex II - General conditions 2.3.9.1- Main
issues - IPR
Key words (definitions)

• Pre-existing know-how
• Background Sideground
• Knowledge
• Foreground
• Use
• Commercial exploitation Utilization in further
  research activities
• Dissemination
• Access rights
• Licenses User rights

51
2- Annex II - General conditions 2.3.9.2- Main
issues - IPR
Ownership

• Pre-existing know-how
• Always remains the property of the participant
  concerned
• Knowledge
• Principle property of the participant who
  generates it
• Exceptions
• ? Joint property of several participant where
  generated by several participants impossibility
  to determine the exact contribution of the
  participants concerned
• ? Always the property of the SMEs for knowledge
  generated within specific actions for SMEs
  (Co-operative Collective RTD projects)
• ? 100 EC-funded actions (direct actions, public
  procurements)

52
2- Annex II - General conditions 2.3.9.3- Main
issues - IPR
Ownership

• Transfer of ownership of knowledge
• The participant concerned shall inform the
  Commission and the other participants
• The participant concerned shall conclude
  agreement(s) to pass on its obligations (e.g.
  access rights)
• The Commission and other participants may object
  in exceptional cases
• ? case of transfer to entities established in
  non-Member States
• or non-Associated States
• ? affecting to the rights of the other
  participants
• ? affecting to the legitimate interest of the
  Community

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2- Annex II - General conditions 2.3.9.4- Main
issues - IPR
Protection of knowledge

• Requirement
• Principle participant owning knowledge
• Exception the Commission if the owner fails to
  do so
• Knowledge concerned
• Knowledge that is capable of industrial and
  commercial application having due regard to the
  legitimate interest on the participants
  concerned (flexible requirement)
• How?
• By an adequate and effective protection
• In conformity with relevant provisions of the
  contract (and of the consortium agreement, the
  case being)

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2- Annex II - General conditions 2.3.9.5- Main
issues - IPR
Use of knowledge

• Requirement
• By who?
• Participants owning (or having access rights to)
  knowledge
• Possibly third parties having access rights
• How?
• By commercial exploitation or utilization in
  further research activities
• If needed, by using pre-existing know-how as
  well
• In accordance with the interest of the
  participants concerned (flexible requirement)
• Terms to be set out by the participants in a
  detailed and verifiable manner

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2- Annex II - General conditions 2.3.9.6- Main
issues - IPR
Dissemination/Publication of knowledge

• Knowledge concerned
• Any data or information concerning the knowledge
• Requirement for dissemination
• By who?
• Publication the participant owning the
  knowledge (in Cooperative Collective research
  all participants)
• Dissemination all participants
• The Commission where the participant fails to do
  so
• How?
• Publications required prior approval of the
  Commission and the other participants, which may
  object
• Provided that dissemination/publication does not
  adversely affect the protection or use of the
  knowledge

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2- Annex II - General conditions 2.3.9.7- Main
issues - IPR
Access rights

• General principles
• Granted on written request
• No sub-licensing (even for affiliate companies)
• ? unless explicitly agreed
• ? possible optional clause for software, allowing
  sub-licensing, ...
• Obligatory access rights between participants
  are limited to what they really need
• ? either for carrying out the project or for
  using their own knowledge ...
• ? but broader access rights may be freely
  negotiated
• Possible granting of access rights to third
  parties
• The Commission may object in exceptional cases
  (cf. transfer of ownership)

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2- Annex II - General conditions 2.3.9.8- Main
issues - IPR
Access rights

• New features
• Obligatory access rights are limited to
  participants of a same project
• Clear/simplified financial conditions
• ? royalty-free basis
• ? fair and non-discriminatory conditions to be
  agreed
• Possibility to exclude a specific piece of
  pre-existing know-how from the obligation to
  grant access rights
• ? obligatory agreement of all participants
  concerned
• ? to be agreed before signature of the EC
  contract
• ? should not concern core pre-existing know-how

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2- Annex II - General conditions 2.3.9.9- Main
issues - IPR
Access rights
59
3- Annex III - Specific provisions

• Specific provisions for some instruments
• Integrated project (IP)
• Network of excellence (NoE)
• Integrated infrastructures initiatives (I3)
• Specific research projects for SMEs
  (CRAFT/Collective)
• Adding complementary provisions to
  core-contract, Annex I and Annex II
• or
• Modifying provisions of the core-contract, Annex
  I and Annex II

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4- Annex IV - Form A 4.1- General overview

• To be completed by each contractor identified in
  the core-contract (article 1.2) in order to
  accede to the contract.
• To be signed by each contractor and by the
  coordinator (One Form A per contractor, except
  for the coordinator) in three originals
• one for the contractor concerned
• one for the coordinator
• one for the Commission
• One original to be sent by the coordinator to
  the Commission at the latest 304560
  calendar days after the entry into force of the
  contract.

61
5- Annex V - Form B General overview

• To be completed by each new participant willing
  to become contractor.
• To be signed by each new participant and by the
  coordinator (One Form B per new contractor) in
  three originals
• one for the contractor concerned
• one for the coordinator
• one for the Commission
• One original to be sent by the coordinator to
  the Commission at the latest 304560
  calendar days after the entry into force of the
  adhesion to the contract of the new participant.
• Enclosures
• Contract preparation form duly completed and
  signed by the new contractor
• Modified Annex I (technical annex) to the
  contract describing the work to be performed by
  the new contractor
• Competitive call documents mentioned in Article
  III.2 (IP) or III.3 (NoE)
• No competitive call justification for selection
  and, where necessary, justification for not
• having used a competitive call

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6- Annex VI - Form C 6.1- General overview

• To be completed by each participant for each
  period specified in the contract.
• The structure of a Form C is always the same
  (content different according to the instrument
  and type of action concerned)
• Resources (third party(ies))
• Declaration of eligible costs
• Declaration of receipts
• Declaration of interest generated by the
  pre-financing (coordinator only)
• Request of FP6 financial contribution
• Audit certificates
• Conversion rates
• Contractors certificate
• To be signed by the person responsible for the
  work and the duly authorised financial officer of
  the contractor
• To be sent to the Commission by the coordinator
  in the delays mentioned in the contract
• Reminder a Financial statement per activity
  (Form C) is not an Audit certificate

63
Annex VI - Form C 6.2- Example of an Integrated
Project (Draft)
64
Annex VI - Form C 6.2- Example of an Integrated
Project (Draft)
65
Annex VI - Form C 6.2- Example of an Integrated
Project (Draft)
66
Annex VI - Form C 6.2- Example of an Integrated
Project (Draft)
67
Annex VI - Form C 6.2- Example of an Integrated
Project (Draft)
68
Annex VI - Form C 6.2- Example of an Integrated
Project (Draft)
69
Annex VI - Form C 6.3- 12 different Forms C
70
7- Conclusion 7.1- Overview of the Annexes() of
the core - contract per instrument and type of
action concerned (Draft)
() Except Annex I (technical annex - description
of the work)
71
7-Conclusion 7.2- For more information

• Information on FP6 model contract are already
  available on EUROPA web site
• http//europa.eu.int/comm/research/fp6/working-gro
  ups/model-contract/index_en.html
• EC contact points for any question relating to
  FP6 model contract
• DG RTD-A3 - Regulatory and horizontal aspects
• Head of Unit Mrs. Megan Margaret RICHARDS
• Unit A3 Members
• Milagros BAS SANCHEZ - Francisca BRUNET
  COMPANY() - Ernesto CAMPOGRANDE
• Jean-David MALO - Sean OSULLIVAN() - Nicolas
  SABATIER
• For IPR purposes, in addition to the above ()
  mentioned people
• Denis DAMBOIS - Magali POINOT
• and also Legal and Financial Units of other
  Research DG

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THANK YOU FOR YOUR ATTENTION QUESTIONS AND
ANSWERS