Comments on Consortium Agreement, version of 5th August 2011

Please use this table to record your acceptance of the CA or any issues you wish to raise.

Partner I confirm this version of CA
is acceptable
APA Yes  
CSC   There are several modifications from DESCA that are arguable, but can be probably be lived with.

At least the following changes should however be made:

8.2.2 The other Parties hereby waive their right to object to a transfer: (a) to specifically identified third parties as referred to in the EC-GA Article II.27.2, or to any other third party, or (b) to any assignment that is made in compliance with this Section 8.2.

8.2.3 The other Parties also hereby waive their right to receive prior notice of a transfer that is to a specifically identified third party as referred to in the EC-GA Article II.27.2, or to any other third party. Each Party may in particular identify such specific third parties in Attachment 4 to this Consortium Agreement.

Please return to basic DESCA in Transfer of Foreground (8.2.2 and 8.2.3 above are versions copy pasted from the current draft) The parts in the sentences: ", or to any other third party,..." are especially in conflict with the Grant Agreement II.27.2.

Return to basic DESCA also concerning settlement of disputes in 11.8.
DPC No, require completion of 'categories of information' in 8.3 Comments on the Consortium Agreement itself:
- There is some ambiguity in the document about the use of the term ‘Stream’ and whether this refers to the streams as defined in the DoW or the individual work packages. The usage implies that streams means work package and there is no specific reference to workpackages in the text. It would be helpful if such confusion could be dispelled
- 8.3: Requires the completion of the list of ‘categories of information’ that should be included in this section. Sufficiently open and timely access to reports and other work package outputs is of particular importance here. May cause difficulties for WP44 and 43 otherwise.
- 9.4.1 (a) (iii): we want to be clear on what is meant by ‘demonstration’. In our view this encompasses training and the production of training materials for 3rd parties. If everyone else agrees then we are happy. If not then it should be included explicitly. This is likely to have ramifications for WP43 and the objective to provide ‘open’ training materials for other to download and use.

Issues relating to the document:
- We would like clarification on members of the General Assembly and Project Management Board, and when these two bodies have met/will meet. Also identification of Stream Leaders, perhaps an area with such administrative details on the APARSEN Wiki. This reflects also the confusion present between streams and workpackages.
- Who will be responsible for monitoring the timely production and circulation of minutes. A requirement to post on the project Wiki would perhaps be useful.
HA/AWI almost Any software from AWI, that deals with that project, should be included in background
ESA   Two major issues still to be addressed:
1) The Affiliates of some beneficiaries established in a third country not associated to the 7th Framework Programme (reference is made in particular to sections 8.2 and 9.5) fall under a specific regime. As per the EC-GA (Annex 2) rules, in such case, any transfer of IPR or granting of an exclusive license is subject to the EC prior agreement, who shall consider if this is in accordance with the interests of developing the competitiveness of the European economy or is consistent with ethical principles or security considerations.

We believe that some of the CA provisions are in contradiction with the a-m legal requirements and therefore this should be clarified urgently by the coordinator and the EC. This clarification is a prerequisite to ESA's participation in the APARSEN project.

2) ESA proposes that "gross negligence"and not "negligence" is inserted at the last paragraph of section 5.
"The exclusions and limitations of liability (....)
- fraud
- death (...) caused by the GROSS negligence (...)"

Taking into account the nature of the project, ESA is ready to accept the other provisions of the CA even if they deviate from the originally proposed CA - DESCA model. The acceptance of these provisions will not in any case create a precedent for ESA in the framework of participation to future EC projects.
DANS Yes But address in not correct in document. This must be: HET TRIPPENHUIS, KLOVENIERSBURGWAL 29, 1011 JV AMSTERDAM
FORTH Yes Correction of FORTH's address. Filled some parts (attachment 1, attachment 1A). See the uploaded document.
MRL Yes  
SBA   8.3.2 could rise to misunderstanding, since there is no prior definition of all party’s Foreground, Background, Sideground. In worst case this could hinder a publication without reasons. According to 8.3.1 each party has 30 day (in my opinion much to long for scientific publications) time to check whether their interest are threaten. I see no reason to have 8.3.2 in the CA.
In general, the absence of an objection cannot be seen as disapproval.
UEssex (UKDA)    

-- SimonLambert - 2011-08-07

Topic attachments
I Attachment History Action Size Date Who Comment
Microsoft Word filedoc ICS_APARSEN_CA_v4_byFORTH.doc r1 manage 440.0 K 2011-08-31 - 12:12 YannisTzitzikas corrections and additions regarding FORTH
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Topic revision: r11 - 2011-09-29 - OlivierRouchon
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