ARTEMIS ConsortiumAgreement v1

ARTEMIS JU Projects' Consortium Agreement – PCA
This is a draft - to be used for discussion purposes only.
ARTEMIS JU Projects' Consortium Agreement – APCA

Part I
This AGREEMENT is made on <DD-MMM-20YY>

BETWEEN
(1) <PARTY 1 = Co-ordinator>
(2) <PARTY 2>
(3) <PARTY 3>
(4) <PARTY 4>
(5) <PARTY 5>
(6) <PARTY 6>
(7) <PARTY 7>
(7) <PARTY 8>
etc.
Hereinafter referred to as the "Parties".

relating to the Project entitled [NAME OF PROJECT].
WHEREAS:
(A) The Parties, having considerable experience in the field concerned, [have
submitted/ intend to submit] a Proposal for a Project entitled [NAME OF
PROJECT] to the ARTEMIS Joint Undertaking .
(B) The Parties wish to enter into this ARTEMIS Project Consortium Agreement
so as to:
(i) specify or supplement, as between themselves, the provisions of the

model Grant Agreement attached in Annex 8. The terms and
conditions of the model Grant Agreement are deemed to bind the
Parties to this agreement and are deemed to be replaced by the
actual Grant Agreement when this is concluded. This agreement is
subject to the compliance with the conditions of the final Grant
Agreement. If the terms and conditions of this agreement are in
conflict with the terms and conditions of the final Grant Agreement,
the Parties shall negotiate in good faith appropriate amendments to
this agreement and the Parties shall have the right to terminate this
agreement absent agreement on appropriate amendments, as
specified in 6.3.1; and
(ii) to lay down general rules related to the management of the Project
and their agreements with respect to certain matters including (but
not limited to) access rights to intellectual property and liability.
NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:

1. This ARTEMIS JU Project Consortium Agreement consists of Part I and Part
II, and shall come into force as specified in section 6.3.1 of Part II.
2. The Co-ordinator for the Project is [insert the name of the Co-ordinator].
3. The General Assembly shall meet at least [enter number] a year.
4. For the purposes of Part II Section 3.3.1.1 (b):
(a) the minimum number of Board members (excluding the Co-ordinator’s

representative) is [enter number]; and
(b) the maximum number of Board members (excluding the Co-ordinator’s

representative) is [enter number].
5. The minimum Project Share percentage referred to in the final paragraph of

Part II Section 3.3.1.1 is [enter the required minimum percentage]
%.
6. Pursuant to section 6.6.1 of Part II, any notice to be given under this
ARTEMIS JU Project Consortium Agreement shall be in writing to the
following addresses and recipients:
<NOTE: SEPARATELY FOR EACH PARTY, INSERT THE NAME AND

ADDRESS OF THE PARTY, TOGETHER WITH FAX NUMBERS AND
EMAIL ADDRESSES, AND NAME / POSITION OF THE PERSON FOR
WHOSE ATTENTION NOTICES ARE TO BE ADDRESSED, BELOW, IN
THE FOLLOWING FORMAT>
(1) Party’s Registered Name:

Party’s Postal Address:
Name and position title of identified recipient:
Fax Number: +xx yyy zzzzzzzz
e-mail address: (e.g.) [email protected]
(2)
(3)
(4)
(5)
(6)
(7)
(8)
or, to such other address and recipient as the Party may designate in
respect of itself, in accordance with the provisions of Part II section 6.6.1.
ARTEMIS PCA Template - Page 2

Part II
CONTENTS
1 DEFINITIONS AND INTERPRETATION 7
1.1 Definitions and interpretations 7
2 PURPOSE AND GENERAL PROVISIONS 10
3 GOVERNING BODIES, ROLES AND RESPONSIBILITIES 10
3.1 Co-ordinator 10
3.1.1 Responsibilities of the Co-ordinator 11
3.2 General Assembly 12

3.2.1 Composition and responsibilities of the General Assembly 12
3.2.2 Decision making in the General Assembly 13
3.3 Board 14
3.3.1 Composition and responsibilities of the Board 14
3.3.2 Decision making in the Board 16
3.4 Responsibilities of each Party 17

3.4.1 General responsibilities 17
3.4.2 Responsibilities towards the Co-ordinator, the Board and the
General Assembly 18
3.4.3 Responsibilities towards each other 18
4 IPR AND ACCESS RIGHTS 19
4.1 Intellectual Property Rights 19

4.1.1 Ownership of Foreground: general principle 19
4.1.2 Jointly generated Foreground 19
4.1.3 Assigning ownership of Foreground 20
4.1.4 Employees' rights 20
4.2 Access Rights 21

4.2.1 General principles relating to Access Rights 21
4.2.2 Access Rights for Affiliates 21
4.2.3 Access Rights Needed for the execution of the Project 23
4.2.4 Access Rights for Use 23
4.2.5 Inability to grant Access Rights due to third party rights 23
4.2.6 Access Rights to third parties 23
4.2.7 Special provisions concerning Access Rights to Software 24
4.2.8 Have made rights 28
4.2.9 Access Rights for Parties joining and leaving the Project 28

4.3 Confidentiality 29
4.3.1 Definition and treatment of Confidential Information 29
4.3.2 Confidentiality period 29
4.3.3 Exceptions 30
4.3.4 Disclosure of Confidential Information in compliance with a court
order and to the JU 30
4.3.5 Disclosure of Confidential Information to Affiliates and to other
third parties 30
4.4 Publications, press releases and reports to the JU 31

4.4.1 Publications 31
4.4.2 Contributions to Standards 31
4.4.3 Disclaimer and marking of Confidential Information provided to
the JU 32
5 LIABILITY 33
5.1 Introductory 33
5.1.1 Liability towards each other 33
5.1.2 Liability towards third parties 33
5.1.3 Liability for Subcontractors 34
5.2 Claims between the Parties 34

5.2.1 Liability: general 34
5.2.2 Excluded liabilities 34
5.2.3 Financial limit on liability 34
5.2.4 Exceeding the scope of Access Rights 35
5.2.5 Exceptions 35
5.3 Force Majeure 35
6 MISCELLANEOUS 36
6.1 No partnership, agency or implied license; enforcement of

Intellectual Property Rights 36
6.1.1 No partnership or agency 36
6.1.2 No implied licence 36
6.1.3 Enforcement of Intellectual Property Rights 36
6.1.4 Assignment of employees 36
6.2 Assignment of rights and obligations 36
6.3 Term and termination 36

6.3.1 Term 37
6.3.2 Termination before signature of the GA by the Co-ordinator 37
6.3.3 Termination after signature of the GA by the Co-ordinator 37
6.3.4 Termination in respect of a Defaulting Party etc. 38
6.3.5 General provisions relating to termination 38

6.4 Parties which are not parties to the ARTEMISIA
Supplementary Agreement 38
6.5 Parties having concluded a National Grant Agreement 39
6.6 Settlement of disputes 39
6.7 Language and headings 40
6.8 Notices 40
6.9 Applicable law 40
6.10 Entire agreement - amendments - severability 41
6.11 Counterparts 41
ANNEX 1 – LIST OF AFFILIATES 43
ANNEX 2A – DECLARATION OF ACCESSION 44
ANNEX 3A – LIST OF BACKGROUND OF WHICH A PARTY EXPECTS

THAT ACCESS RIGHTS HAVE TO BE GRANTED IN ACCORDANCE
WITH THE TERMS AND CONDITIONS OF THIS APCA 47
ANNEX 3B – LIST OF BACKGROUND THAT IS EXCLUDED FROM

OBLIGATIONS TO GRANT ACCESS RIGHTS 48
ANNEX 4 – LIST OF SOFTWARE THAT IS BACKGROUND IN

RESPECT OF WHICH THE PARTIES ARE WILLING, WHEN
GRANTING ACCESS RIGHTS, TO GRANT ACCESS TO SOURCE CODE
FOR USE, AS REFERRED TO IN SECTION 4.2.7.1 49
ANNEX 5A – LIST OF BACKGROUND OR OTHER WORKS THAT MAY

BE USED OR INTRODUCED IN THE PROJECT IN A MANNER OR
UPON TERMS AS SPECIFIED BY THE APPLICABLE SPECIFIC
CONTROLLED LICESE TERMS AND FOR THE AGREED USE AS
SPECIFIED IN THIS ANNEX 50
ANNEX 5B – REQUIRED CONTENTS OF REQUESTS IN RELATION TO

SOFTWARE SUBJECT TO CONTROLLED LICENCE TERMS
APPROVALS, REFERRED TO IN SECTION 4.2.7.3 51
ANNEX 6 – IDENTIFIED THIRD PARTIES TO WHOM RIGHTS IN

FOREGROUND MAY BE ASSIGNED 52
ANNEX 7 – STANDARDS TO WHICH THE PARTIES AGREE TO

CONTRIBUTE, AS REFERRED TO IN SECTION 4.4.2 53

ANNEX 8 – MODEL GRANT AGREEMENT 54

1 DEFINITIONS AND INTERPRETATION
1.1 Definitions and interpretations
Accession Date means the date of the signature of the Declaration of

Accession by a Party joining the Project in accordance with the provisions of the
GA and this APCA.
An Affiliate of a Party means, with respect to each of the Parties or, if used in
the IPR Arrangements, with respect to each of the JU Project Participants in the
JU Project concerned, any corporation or other legal entity that directly or
indirectly Controls, is Controlled by, or is under common Control with, such
Party or JU Project Participant, but only with respect to the period said Control
continues.
For the above purposes, "Control" shall mean the power, whether or not
normally exercised, to direct the management and affairs of another corporation
or other legal entity, directly or indirectly, whether through the ownership of
voting securities, by contract or otherwise. In the case of a corporation, the
direct or indirect ownership of more than fifty per cent (50%) of its outstanding
share capital shall in any case be deemed to confer control.
Application Programming Interface or API means the application

programming interface materials and related documentation containing all data
and information to allow skilled Software developers to create Software
interfaces that interface or interact with other specified Software.
Background means Background Information and Background IPR. In respect of

this Project, a Party may list its Background of which it expects that Access
Rights have to be granted in accordance with the terms and conditions of this
APCA in Annex 3A. Such list however shall be for information purpose only and
shall not be interpreted or construed as limitation of Access Rights to be granted
to Background in accordance with this APCA.
Background IPR means any IPRs, other than Foreground IPRs:

(a) which are owned or controlled by a Party on the Effective Date, or
(b) in respect of which ownership or control is acquired by a Party during the
term of this APCA as a result of activities outside the framework of this
APCA as defined in this APCA.
Background Information means any Information, other than Foreground

Information:
(a) which is owned or controlled by a Party on the Effective Date, or
(b) in respect of which ownership or control is acquired by a Party during the

term of this APCA as a result of activities outside the framework of this
APCA as defined in this APCA.
Board means the group of individuals established in accordance with Section

3.3.1.

Community means the European Community.
Confidential Information has the meaning given it in Section 4.3.1.1.
Consortium means the collaborative research grouping in relation to the

Project that is constituted by this APCA.
ARTEMIS JU Project Consortium Agreement or APCA, means this

agreement.
Controlled Licence Terms means terms in any licence that require that the
use, copying, modification and/or distribution of Software or another copyright
work ("Work") and/or of any copyright work that is a modified version of or is a
derivative work of such Work (in each case, "Derivative Work") be subject, in
whole or in part, to one or more of the following:
(a) (where the Work or Derivative Work is Software) that the Source Code be
made available as of right to any third party on request, whether royalty-
free or not;
(b) that permission to create modified versions or derivative works of the
Work or Derivative Work be granted to any third party;
(c) that a royalty-free licence relating to the Work or Derivative Work be
granted to any third party.
For the avoidance of doubt, terms in any licence that merely permit (but do not
require any of) these things are not Controlled Licence Terms.
Declaration of Accession means a declaration, in the form provided for in

Annex 2A to this APCA, signed by a Party in order to join the Project.
Defaulting Party means a Party which has been determined as being in breach
of any of its obligations under this APCA, in accordance with Section 6.3.4.1.
Effective Date means the date of entering into force of this APCA. This APCA
will enter into force upon signage of this APCA by all Parties mentioned in APCA
Part I.
Force Majeure means any unforeseeable and exceptional event affecting the
fulfilment of any obligation under this grant agreement by the parties, which is
beyond their control and cannot be overcome despite their reasonable
endeavours. Any default of a product or service or delays in making them
available for the purpose of this APCA or the GA and affecting such performance,
including, for instance, anomalies in the functioning or performance of such
product or service, labour disputes, strikes or financial difficulties do not
constitute force majeure.
Foreground means Foreground Information and Foreground IPRs.
Foreground IPR shall mean any IPRs that are generated as a result of the
activities conducted within the framework of the Project as specified in this
APCA.

Foreground Information shall mean any Information that is generated as a
result of the activities conducted within the framework of the Projectconcerned
as specified in this APCA.
Grant Agreement or GA means the written agreement with the JU for the
carrying out of the Project, including any amendment to such written agreement
that may from time to time be in force. Some Parties to this APCA may also
have concluded a National Grant Agreement. The definition "Grant Agreement"
in this APCA, however does not include any grant agreements with national
funding authorities (hereinafter "National Grant Agreements"). The Party, having
concluded such a National Grant Agreement, itself is responsible for obliging to
the provisions of that National Grant Agreement.
General Assembly means the group of individuals established in accordance

with Section 3.2.1.
Intellectual Property Rights or IPR means any intellectual property rights,

including, but not limited to,
patents, utility models and utility certificates, industrial design rights,

copyrights,
trade secrets, database rights, topographies of semiconductor products' rights,
as well as any registrations, applications, divisions, continuations, re-
examinations, renewals or reissues of any of the foregoing, excluding
trademarks, trade names and Confidential Information.
JU means the ARTEMIS Joint Undertaking, established by Council Regulation

(EC) No 74/2008 on the establishment of the "ARTEMIS Joint Undertaking" to
implement a Joint Technology Initiative in Embedded Computing Systems.
Limited Source Code Access means
(a) access to Object Code; or, where normal use of such Object Code requires
an API, access to such Object Code and such API; or
(b) if (a) is not available, access to Source Code.
Needed and Necessary and needed and necessary in respect of executing or

carrying out the Project, and/or in respect of "Use of Foreground", mean
technically essential and, where IPRs are concerned, mean that those IPRs
would be infringed absent the Access Rights granted under this APCA.
Object Code means Software in machine-readable compiled and/or executable

form including, but not limited to, byte code form and in form of machine-
readable libraries used for linking procedures and functions to other Software.
Party or Parties means a party or the parties identified as such in, and having
signed, this APCA or a subsequent Declaration of Accession.
Project Deliverable means a deliverable required under this APCA (including,

but not limited to, the (technical) reports, and cost statements that have to be
delivered to the Co-ordinator and/or the JU).

Project means the [INSERT ACRONYM OF THE PROJECT] project.
Project Share means, for each Party, that Party's share of the total eligible
cost of all Participants in the Project, unless otherwise agreed by all Parties.
Proposal means the proposal for the Project [submitted / intended to be

submitted ] by the Parties to the JU. Proposal shall, as applicable, also mean
any amendment to a Proposal submitted to the JU, by or on behalf of all the
Parties.
Source Code means Software in human-readable form normally used to make

modifications to it, including but not limited to comments and procedural code
such as job control language and scripts to control compilation and installation.
Source Code Access means access to Source Code as Necessary for a Party for
execution of its part of the Project or for a Party's Use of Foreground.
Subcontractor means any third party engaged by a Party to carry out any of
that Party's tasks in relation to the Project.
Voting by means of electronic communication means that anyone allowed

to cast a vote, can exercise this voting right by means of electronic
communication when this is announced in accordance with this Agreement. In
this respect it is required that the voter can be identified through the means of
electronic communication, can observe the meetings discourse, can cast his vote
by means of electronic communication and can participate in the discussion. If,
in accordance with the above, it has been decided that those allowed to vote
may cast their votes by means of electronic communication, votes cast
preceding the meeting by means of electronic communication, yet no longer
than fourteen days before that meeting, shall be equated with votes cast at the
time of the meeting.
Work shall have the meaning given it above in the definition of Controlled
Licence Terms.
2 PURPOSE AND GENERAL PROVISIONS

The purpose of this APCA is to:
(a) specify the organisation of the Project-related work between the Parties;
(b) organise the management of the Project;
(c) define rights and obligations of the Parties, including, but not limited to,
their liability and indemnification;
(d) provide provisions concerning Access Rights; and
(e) set out other rights and obligations of the Parties.

3 GOVERNING BODIES, ROLES AND RESPONSIBILITIES
3.1 Co-ordinator
The Parties are represented towards the Joint Undertaking by the Co-
ordinator, who shall be the intermediary for any communication between the
Joint Undertaking and any Party regarding non-financial/technical issues as
described in this Agreement.
3.1.1 Responsibilities of the Co-ordinator
3.1.1.1 The Co-ordinator shall have the following functions:
(a) to monitor that the Parties comply with their obligations

under the GA and this PCA;
(b) to verify whether the Parties identified in the GA complete

the necessary formalities for accession to the GA in
accordance with the GA;
(c)
(d) to be the intermediary for efficient and correct

communication between the Parties and the JU on the
progress of the Project;
(e) administration, preparation of minutes and provision of the

chairperson of the General Assembly and the Board, and
follow-up of their decisions;
(f) on request, transmission of any documents and information

connected with the Project between the Parties concerned;
(g) maintaining details of approvals given in relation to material

that is subject to Controlled Licence Terms (Section 4.2.7.3);
and
(h) reviewing the reports to the JU to verify consistency with the

Project tasks before transmitting them to the JU.
The Co-ordinator shall have no other functions unless otherwise

agreed upon.
3.1.1.2 Except for its capacity as representative of the Parties described

in the GA, the Co-ordinator is not entitled to act or to make
legally binding declarations or commitments on behalf of any
other Party and the Co-ordinator shall not be held responsible by
the Parties for any breach of its obligations under the APCA
resulting from any such breach by any other Party.
3.1.1.3 If one or more of the Parties is late in submission of any Project

Deliverable, the Co-ordinator shall nevertheless submit the other
Parties' Project Deliverables to the JU in time. The Co-ordinator
shall send out a reminder to the Party or Parties being late in the

submission of Project Deliverables but such reminder shall not
affect the obligations and responsibilities of such Party or Parties.
4 The Co-ordinator may, after having obtained the approval of the

Board and the General Assembly, appoint a technical Project
manager being an employee of the Co-ordinator or of any of its
Affiliates, or of any other Party, to assist the Co-ordinator in the
execution of its duties, such as but not limited to monitoring of
tasks as allocated, Project Deliverables tracking, and monitoring
against the plan for Project Deliverables. The technical expert
shall report to the Co-ordinator, but not have any decision-
making power of its own.
3.2 General Assembly
3.2.1 Composition and responsibilities of the General Assembly
3.2.1.1 Within 30 days after signature of this APCA, the Parties shall
establish the General Assembly composed of one duly authorised
representative of each of them, whose name and contact details
have to be communicated in writing to the chairperson of the
Board.
After having informed the chairperson of the Board in writing,

each Party shall have the right to replace its representative
and/or to appoint a proxy, although it shall use reasonable
endeavours to maintain the continuity of its representation. The
chairperson of the Board will inform the other Parties of any such
replacement of a representative and/or appointment of a proxy.
Each representative shall have a deputy.
3.2.1.2 The General Assembly shall be responsible for the overall

direction of the Project, and specifically for:
(a) deciding within a period of 30 days after having received any

proposal made by the Board that the General Assembly
should propose to the Parties (other than the Defaulting
Party) to serve notice on a Defaulting Party in accordance
with Section 6.3.5.1 and deciding to assign the Defaulting
Party's tasks to specific entity or entities (preferably chosen
from the remaining Parties);
(b) deciding upon any proposal made by the Board for the
entering into the GA and this APCA of new Parties for
participation in the Project;
(c) [OPTION: deciding upon any change and exchange of work

packages between the Parties and proposing corresponding
amendments to the GA;]

(d) giving approval pursuant to Section 3.4.3.3 and, where
necessary, indicating any conditions associated with such
approval;
(e) deciding upon procedures and tools for the marking and
handling of information exchanged between Parties in the
performance of the Project;
(f) deciding upon proposals from the Board to propose to the

Parties that they enter into a Project Co-operation Agreement
with the parties of another project;and
(g) deciding upon proposals from the Board for the plan for
using and disseminating Foreground.
3.2.2 Decision making in the General Assembly
3.2.2.1 The General Assembly shall be chaired by the Co-ordinator's

representative.
The General Assembly shall normally meet at the frequency

defined in Part I at the request of its chairperson or at any other
time when necessary at the request of one of the Parties.
Meetings shall be convened by the chairperson with at least 15
days' prior written notice. This notice shall be accompanied by an
agenda, proposed by the chairperson. The agenda shall be
deemed to be accepted unless one or more of the Parties notifies
the chairperson and the other Parties in writing of additional
points to the agenda, at the latest 2 working days before the
meeting date. The Co-ordinator may decide, when convening a
meeting, that those allowed to voted may cast their vote by
means of electronic communication.Minutes of the General
Assembly meetings shall be transmitted to the Parties by the Co-
ordinator within 30 days after the meeting date. The minutes
shall be considered as accepted by the other Parties if, within 15
days from receipt, no Party has objected in writing to the
chairperson.
3.2.2.2 Any decision requiring a vote at a General Assembly meeting

must be identified as such on the agenda, unless there is
unanimous agreement to vote on a decision at that meeting and
all Parties are present or represented.
3.2.2.3 Any decision required or permitted to be taken by the General

Assembly may be taken in accordance with the following:
(a) in a physical meeting, a meeting via teleconference or by

means of electronic communication; or
(b) without a meeting but with prior notice of at least 7 days,
and without a vote, provided that, in such case:

(i) a consent in writing, setting forth the decision taken, is
signed by the representatives of the Parties with not less
than the minimum number of votes necessary to take
such decision at a meeting at which all Parties entitled to
vote on such decision were represented and were voting,
and
(ii) the consent has been delivered for signature to all Parties'
representatives.
3.2.2.4 The General Assembly shall not deliberate and decide validly
unless at least two-thirds (2/3) of its members are present or
represented ("quorum"). Where decisions are to be taken
unanimously, all Parties must be represented at the meeting.
In voting, each Party shall have a number of votes equal to the

percentage (rounded down in whole numbers) that its Project
Share bears to the total cost of the Project.
3.2.2.5 In the case of Section 3.2.1.2 (b), decisions shall be taken

unanimously by all of the Parties.
3.2.2.6 In the case of Section 3.2.1.2 (c), the decision shall be taken by
75% of the votes of the non-Defaulting Parties present or
represented by proxy at a quorum meeting.
3.2.2.7 In the case of Section 3.2.1.2 (h), the decision shall be taken by
75% of the votes of the Parties present or represented by proxy
at a quorum meeting.
3.2.2.8 In the cases of Sections 3.2.1.2 (b), (c), (d), (e) and (g),
decisions shall be taken by a majority of 75% of the votes of
Parties present or represented by proxy at a quorum meeting,
provided that a Party whose scope of work, time for
performance, costs, Project Share or liabilities would be changed,
or whose information would be published, disclosed or
disseminated, or whose name would be included in a press
release, may veto such decisions on reasonable grounds.
3.3 Board
3.3.1 Composition and responsibilities of the Board
3.3.1.1 The composition of the Board for the Project shall reflect the
Parties' respective Project Shares in the Project. The Parties shall
use reasonable endeavours to maintain their representation in
the Board.
The Board shall consist of the following members:
(a) the representative of the Co-ordinator; and

(b) a number of representatives of other Parties, within the
limits specified in Part I.
Only Parties with a Project Share equal to or greater than the

share specified in Part I shall be entitled to determine the
number of Board members within the limits specified in Part I,
and to appoint the members of the Board.
3.3.1.2 Any Board member may resign by delivering written notice to the
chairperson of the Board. Such resignation shall be effective
upon receipt of the resignation, unless otherwise indicated.
Any Board member having resigned shall however hold office and
continue with the fulfilment of his tasks until a successor has
been appointed.
3.3.1.3 The Board shall be responsible for:
(a) making proposals to the General Assembly for: allocating the

Project's budget in accordance with the GA; reviewing and
proposing budget reallocations to the Parties;
(b) within 10 days after having been informed by the Co-

ordinator thereof, making proposals to the General Assembly
that the General Assembly should, within a period of 30
days, propose to the Parties (other than the Defaulting Party)
to serve notice on a Defaulting Party in accordance with
Section 6.3.5.1 and that the General Assembly decide to
assign the Defaulting Party's tasks to specific entity(ies)
(preferably chosen from the remaining Parties);
(c) without prejudice to Section 4, proposing to the General

Assembly the plan for using and disseminating the
Foreground;
(d) deciding upon press releases and (without prejudice to

Section 4.4) joint publications by the Parties with regard to
the Project;
(e) deciding upon the technical roadmaps with regard to the

Project;
(f) deciding upon any proposed designation of a third party in

charge of part of the management of the Project;
(g) deciding upon measures in the framework of controls and

audit procedures to ensure the effective day-to-day co-
ordination and monitoring of the progress of the technical
work affecting the Project as a whole;
(h) management of the Project;
(i) proposing to the General Assembly procedures and tools for

the marking and handling of information exchanged between
Parties in the performance of the Project; and

(j) evaluating opportunities for co-operation with other projects
and proposing to the General Assembly that it proposes to
the Parties that they enter into a Project Co-operation
Agreement.
(k) generating, updating and distributing to the Parties, a

schedule of proposed meetings of committees of standards
organisations relevant for the potential submission of
Foreground as standards proposals. At the request of any
Party, the Board shall (i) generate and distribute to the
Parties, a schedule of proposed meetings, or (ii) update and
re-distribute, a schedule already generated by the Board, by
entering on the schedule, any meeting to which the Party
wishes to submit any Foreground as part of a standards
proposal, provided the Party informs the Board, in writing, of
the date of the meeting at least three months in advance.
3.3.2 Decision making in the Board
3.3.2.1 The Board shall be chaired by the Co-ordinator's representative.
The Board shall meet at least four times per year at the request
of its chairperson or at any other time when deemed necessary,
at the request of one of the Board members. Meetings shall be
convened by the chairperson with at least 15 days' prior written
notice, accompanied by an agenda proposed by the chairperson.
The agenda shall be deemed accepted unless one of the Board
members notifies the chairperson and the other Board members
in writing of additional points to the agenda, at the latest 2
working days before the meeting date. The Co-ordinator may
decide, when convening a meeting, that those allowed to voted
may cast their vote by means of electronic communication.
Minutes of the meetings of the Board shall be transmitted to the

Board members within 30 days after the meeting date. The
minutes shall be considered as accepted if, within 15 days from
receipt, no Board member has objected in writing to the
chairperson.
The chairperson of the Board shall transmit the agenda and the
minutes of the Board meetings to the Parties. The minutes shall
be transmitted within 60 days after the date of the meeting.
3.3.2.2 Any decision requiring a vote at a Board meeting must be

identified as such on the agenda, unless there is unanimous
agreement to vote on a decision at that meeting and all Board
members are present or represented.
3.3.2.3 Any decision required or permitted to be taken by the Board may

be taken in accordance with the following:

(a) in a physical meeting, a meeting via teleconference or by
means of electronic communication; or
(b) without a meeting with prior notice of at least 7 days and
without a vote, provided that, in such case, (i) a consent in
writing, setting forth the decision so taken, is signed by the
Board members having not less than the minimum number
of votes that would be necessary to take such decision at a
meeting at which all Board members entitled to vote on such
decision attended and were voting, and (ii) the consent has
been delivered for signature to all Board members.
3.3.2.4 The Board shall not deliberate and decide validly unless a
majority of two-thirds (2/3) of its members are present or
represented ("quorum"). Where decisions are to be taken
unanimously, all Board members must be present or represented
at the meeting. Without prejudice to the provisions of Section
3.3.1.1, each Board member shall have one vote.
3.3.2.5 In the case of Section 3.3.1.3 (b) the decision shall be taken
unanimously by all of the Board members who are
representatives of non-Defaulting Parties.
3.3.2.6 In the cases of Sections 3.3.1.3, (a), (c), (d), (e), (f) and (j),
decisions shall be taken by a majority of 75% of the votes of the
Board members present or represented by proxy at a quorum
meeting, provided that in case of Section 3.3.1.3 (c), (d) and (e)
a Board member who represents a Party whose scope of work,
time for performance, costs, Project Share or liabilities would be
changed, or whose information would be published, disclosed or
3.3.2.7 In the cases of Sections 3.3.1.3 (g) and (h), and in other cases
not referred to in Sections 3.3.2.5 or 3.3.2.6, decisions shall be
taken by the majority of the votes of the Board members present
or represented by proxy at a quorum meeting, provided always
that a Board member who represents a Party whose scope of
work, time for performance, costs or liabilities would be changed,
or whose information would be published, disclosed or
3.4 Responsibilities of each Party
3.4.1 General responsibilities
3.4.1.1 Each Party undertakes to each other Party to use reasonable

endeavours to perform and fulfil, promptly, actively and on time,
all of its obligations under the GA and this APCA.

3.4.1.2 Each Party shall bear its own costs in connection with the making
of the Proposal, the negotiation this APCA, and the carrying out
of the Project.
3.4.2 Responsibilities towards the Co-ordinator, the Board and

the General Assembly
Each Party undertakes to use reasonable endeavours to supply

promptly to the Co-ordinator all such information and documents
as the Co-ordinator (if appropriate, acting on behalf of the Board
or the General Assembly) needs to fulfil obligations pursuant to
this APCA. Each Party shall hold harmless and shall indemnify
the Co-ordinator against all liability incurred by the Co-ordinator
in the performance of its obligations, due to any failure which
can be solely ascribed to that Party in the execution of its
obligations under this APCA.
3.4.3 Responsibilities towards each other
3.4.3.1 Each Party undertakes to use reasonable endeavours:
(a) to notify each of the other Parties promptly of any significant

delay in its performance;
(b) to inform each of the other Parties of relevant
communications it receives from third parties in relation to
the Project;
(c) to comply with the applicable procedures and to use the
applicable tools for the marking and handling of information
exchanged between Parties in the performance of the Project
as decided by the General Assembly.
3.4.3.2 Each Party shall use reasonable endeavours to ensure the

accuracy of any information or materials it supplies under this
APCA and promptly to correct any error in such information or
materials of which it is notified or of which it becomes aware.
3.4.3.3 In addition to the obligations specified in the GA, and unless

approved to the contrary by the General Assembly or agreed to
the contrary by the Parties, each Party agrees not knowingly to
use, in the execution of the Project:
(a) any Background excluded pursuant to the GA, or
(b) any Background listed as excluded in Annex 3B to this APCA
where such use would result in such excluded Background being

Needed for the Use of Foreground.
3.4.3.4 The following shall apply in relation to Subcontractors:

(a) Each Party shall be fully responsible for the supervision of its
Subcontractors and shall enter into appropriate
arrangements for such purpose with its Subcontractors. Such
arrangements shall as appropriate require that the
obligations in this APCA shall also apply to, and be fulfilled
by, such Subcontractor.
(b) Each Party engaging a Subcontractor shall ensure that:
(i) except in the case of subcontracting to Affiliates, the Co-

ordinator is promptly informed of the name of such
Subcontractor and the subcontracted tasks;
(ii) the subcontract does not impair fulfilment of this PCA;
(iii) the other Parties' rights in relation to such Party (including
without limitation Access Rights) are the same as would
have been the case had the contracting Party performed its
share of the Project and/or those obligations itself;
(iv) no such Subcontractor (except Affiliates of any Party in
accordance with Section 4.2.2) shall have access to any
other Party's Foreground or Background without that other
Party's prior written consent; and
(v) each Subcontractor is bound by the non-disclosure
provisions of Section 4.3 below.
4 IPR AND ACCESS RIGHTS
4.1 Intellectual Property Rights
4.1.1 Ownership of Foreground: general principle

Foreground shall be owned by the Party who carried out the work generating the
Foreground, or on whose behalf such work was carried out. The Foreground is to
the free and unrestricted disposal of the generating JU Project Participant.
4.1.2 Jointly generated Foreground

If, in the course of carrying out work on the Project, Foreground is
generated and 2 or more Parties (the "Contributors") (or their Affiliates
or other persons working on their behalf) contributed to it, and if the
contributions to or features of such Foreground form an indivisible part
thereof, such that under applicable law it is not possible to separate
them for the purpose of applying for, obtaining and/or maintaining
and/or owning the relevant patent protection or any other IPR protecting
or available to protect such Foreground, the Contributors agree that,
subject as expressly provided to the contrary in this Section 4.1.2.2, all
patents and other registered IPRs issued thereon, and any other IPRs
protecting such Foreground, shall be jointly owned by the
Contributors.The JU Project Participants concerned may jointly apply for
the relevant patent or other property rights. The arrangements for

applying for and maintaining such patent or other property rights shall
be agreed between the JU Project Participants concerned on a case-by-
case basis. Subject to any other agreement between the JU Project
Participants concerned, and so long as any such patent or other property
rights is in force, the JU Project Participants concerned shall be entitled
to use and to license such patent or other property right without any
financial compensation to or the consent of the other JU Project
Participants concerned.
4.1.3 Assigning ownership of Foreground
4.1.3.1 Each Party may assign ownership of its own Foreground

(including without limitation its share in Foreground that it owns
jointly with another Party or Parties, and all rights and
obligations attaching to it) to any of its Affiliates, to any assignee
of the assignor's relevant business or a substantial part thereof,
or to another third party identified in Annex 7 to this APCA,
without prior notification to the other Parties.
However:
(a) any such assignment shall be made subject to the Access
Rights, the rights to obtain Access Rights and the right to
disseminate Foreground that are granted to the other Parties
and their Affiliates in this APCA. Therefore, each assignor
shall ensure that such assignment does not prejudice such
rights of the other Parties or their Affiliates. This may be
done, for example, (i) by effecting such assignment subject
to a licence back to the assigning Party that is sufficient for
the assigning Party to grant to the other Parties and their
Affiliates such Access Rights, or (ii) by the assigning Party
obtaining from the assignee of the Foreground legally binding
undertakings (that can be enforced by the other Parties and
their Affiliates) to grant such Access Rights; and
(b) the assignor shall pass on its obligations regarding the

assigned Foreground to the assignee, including the obligation
to pass them on to any subsequent assignee; and
(c) if the assignment is made other than to a third party

identified in Annex 7 to this APCA or an Affiliate, the
assigning Party shall, either before or within a reasonable
period following assignment of any rights in any Foreground,
notify the other Parties of the assignment, including details
of the Foreground assigned and the identity and contact
details of the assignee.
4.1.3.2 Each Party hereby waives any right to object to any assignment
that is made in compliance with this Section 4.1.3.

4.1.4 Employees' rights
Each Party shall, to the fullest extent it can lawfully do so, ensure
that it can grant Access Rights and fulfil the obligations under this
APCA notwithstanding any rights of its employees or
Subcontractors in the Foreground they create.
4.2 Access Rights
4.2.1 General principles relating to Access Rights
4.2.1.1 All Access Rights needed for the execution of the Project and for
Use are granted on a non-exclusive, non-transferable basis and
are worldwide.
4.2.1.2 Other than in exceptional circumstances, no transfer costs shall

be charged for the granting of Access Rights.
4.2.1.3 Acting in good faith, when a Party believes that for carrying out
the Project or Use of Foreground from the Project:
(a) it might require Access Rights to another Party's Background,

or
(b) another Party might need Access Rights to that Party's
Background,
it will promptly notify such other Party of the Background

Needed, and in particular, where possible, it shall do so before
submission of the Proposal to the JU or entering into the GA.
Failure so to notify another Party shall not be a breach of this
APCA unless such failure is due to an action in bad faith.
4.2.1.4 Any Party choosing to rely on any deemed grant of Access Rights
pursuant to this APCA does so at his own risk as nothing in this
APCA prohibits a Party or any other party seeking by whatever
means it chooses to enforce its IPR's, contracts or other rights, if
such Party or other party considers such right is not subject to
such deemed grant, for example because the exercise of Access
Rights is not "Needed" or "Necessary" as the case may be.
4.2.1.5 The obligation to grant and the right to receive Access Rights
other than those deemed granted under this APCA, unless
terminated earlier or agreed otherwise by the Parties, expires 2
years after the end of the Project. In the case of earlier
termination the provisions of Section 4.2.10.2(b) shall apply.
4.2.2 Access Rights for Affiliates
4.2.2.1 Each Party hereby grants Access Rights to any Affiliate of any
other Party as if such Affiliate was a Party, and subject to the
condition that such Affiliate shall undertake to grant licences and
user rights, on terms identical to Access Rights, to its IPR Needed

to Use Foreground, to all Parties and their Affiliates (subject to
such Affiliates also having given such undertaking) and (without
prejudice to the Parties' obligations to carry out the Project and
to provide Project Deliverables) to fulfil all confidentiality and
other obligations towards the JU and the other Parties accepted
by the Parties under the GA or this APCA as if such Affiliate was a
Party. Access Rights granted to any Affiliate are subject to the
continuation of the Access Rights of the Party of which it is an
Affiliate, and shall automatically terminate upon termination of
the Access Rights granted to such Party. Further, if an Affiliate
fails in any material respect to comply with the undertaking
given by it as above, and fails to rectify the non-compliance after
being given a reasonable opportunity to do so, all Access Rights
granted to it based upon that undertaking shall terminate.
The procedure for the granting of Access Rights to the Parties as

set out in Section 4.2.4 shall also apply to Affiliates.
4.2.2.2 Cessation of Affiliate status
(a) Rights granted to Affiliates

Upon any legal entity ceasing to be an Affiliate of a Party, any Access
Rights granted to such entity shall lapse, provided however that with
respect to Foreground or Background to which such entity has been
granted Access Rights pursuant to Article Error: Reference source not
found and that has been incorporated at the time of cessation of the
Associated Company status of such entity into the products or processes
of such entity (“Existing Products and Processes”) or that has been
amalgamated with such entity's own information at such time, the
following will apply:
(i) with respect to Background Information and Foreground

Information that is not confidential information according to
the terms and conditions of the relevant JU Project
Agreements: such Background and Foreground Information
may be used without restrictions
(ii)with respect to Background Information and Foreground
Information that is confidential information according to the
terms and conditions of the relevant JU Project Agreements:
such Background Information and Foreground Information
may be continued to be used by such entity in such Existing
Products and Processes ;
(iii)with respect to Background IPR and Foreground IPR, at the
request of such entity, the JU Project Participants shall grant
to it non-exclusive licences under such Background IPR and
Foreground IPR for use in the field of Existing Products and
Processes against terms and conditions substantially similar
to the conditions that applied to the terminated Access Rights
that had been granted to such entity pursuant to Error:
Reference source not found, provided that no major business

interests of such JU Project Participants oppose the grant of
such Access Rights.
(b) Rights granted by Affiliates

Upon any legal entity ceasing to be an Affiliate of a Party, the
licences or user rights previously granted by such entity to any
Party or its Affiliates under or in respect of Background or
Foreground shall continue in full force and effect.
4.2.3 Access Rights Needed for the execution of the Project

Access Rights to Foreground and Background Needed, and not
excluded in Annex IV, for the execution of the Project are hereby
requested and shall be deemed granted, as of the Effective Date,
on a royalty-free basis to and by all Parties.
4.2.4 Access Rights for Use

Any Access Rights for Use which are deemed granted, on a
royalty-free basis shall be deemed granted for the lifetime of the
relevant Foreground.
Access Rights to Foreground for Use are hereby requested and
shall be deemed granted, as of the Effective Date, on a royalty-
free basis to and by all Parties.
Access Rights to Background Needed for the Use of Foreground
shall be granted on fair, reasonable and non-discriminatory
conditions subject to the following:
(a) The Party requiring the granting of such Access Rights (the
Requesting Party) shall make a written request to the Party
(the Granting Party) from which it requires the Access
Rights.
(b) The written request shall identify the Foreground concerned
and shall provide reasons why Access Rights to such
Background is needed for the Use of such Foreground.
(c) Any Access Rights shall only be granted upon the signature
of a written agreement between the Granting Party and the
Receiving Party and shall not be otherwise deemed granted.
(d) Any Access Rights granted shall be limited to those strictly
Needed for the Use of the relevant Foreground as such.
4.2.5 Inability to grant Access Rights due to third party rights
When a Party is unable, because of third party rights, to grant

Access Rights which it reasonably believes that another Party will
require, it will promptly notify such other Party and in particular
where possible shall do so before entering into the GA.
4.2.6 Access Rights to third parties

Subject to obligations in relation to Confidential Information, but
notwithstanding anything else in this aPCA, each Party may enter
into a technical co-operation or licensing arrangement with a
third party in respect of its own Foreground even if there are
minor amounts of Foreground owned by another Party, or even
of Background , unavoidably incorporated into or amalgamated
with such own Foreground. In such circumstances, and upon
request of the Party entering the co-operation or arrangement,
the other Party shall grant non-exclusive rights to permit such
co-operation or arrangement against terms and conditions to be
agreed, provided such grant does not adversely affect a
commercial interest of the other Party.
4.2.7 Special provisions concerning Access Rights to Software
4.2.7.1 General principles
(a) All of the provisions in the GA and this APCA concerning

Access Rights apply to Software that is Background or
Foreground as they apply to any other Background or
Foreground, but in the case of inconsistency this Section
4.2.7 shall prevail.
(b) Access Rights to Software do not include any right to require

creation and delivery of Object Code or Source Code ported
to any particular hardware platform or any right to require
creation and delivery of any API or Software documentation
in any particular form or detail, but only as the item is
available from the Party granting the Access Rights. Transfer
costs shall only be charged in exceptional circumstances.
(c) Save as expressly otherwise provided in this Section 4.2.7,

no Party shall be obliged to grant Access Rights to Source
Code.
OPTION 1
All Access Rights to Software that is Foreground, whether for
execution of the Project or for Use, shall be in the form of
Source Code Access.
END OF OPTION 1
OPTION 2
All Access Rights to Software that is Foreground, whether for
Limited Source Code Access.
END OF OPTION 2
All Access Rights to Software that is Background, whether for

Limited Source Code Access, save that no Party shall be

obliged to grant for Use any Access Rights to Source Code
that is Background and that is not listed in Annex 4 to this
APCA (which Annex is a list of Software that is Background in
respect of which the Parties are willing when granting Access
Rights to grant access to Source Code for Use).
4.2.7.2 Software licence and sublicensing rights
(a) Access Rights to Object Code and/or an API Needed for Use
of Foreground shall, unless the granting and receiving Parties
agree in writing to the contrary, comprise the worldwide
right:
(i) to use them in research, to use them to create/market
any product/process, and to use them to create/provide
any service;
(ii) to distribute, make available, market, sell and offer for

sale (including by using the services of a third party)
such Object Code and/or API alone or as part of or in
connection with any products or services of the Party
having the Access Rights;
(iii) to grant to each end-user customer buying/using such

products/services a perpetual, irrevocable, worldwide
licence:
- to use such Object Code and/or API alone or as part of
or in connection with any products/services of the
Party having the Access Rights;
- to use such Object Code and/or API to maintain such
products/services; and
- to use such Object Code and/or API to create for its
own end-use interacting interoperable Software in
accordance with the rights conferred by, and subject to
the conditions of, Counsel Directive of 14 May 1991 on
the legal protection of computer programs
(91/250/EEC); and
(iv) in the course of and for the purpose of exercising the

rights described in (i) to (iii) above, to make and have
made an unlimited number of copies of such Object Code
and/or API.
Nothing in this Section 4.2.7.2 shall entitle any Party not to

comply with Section 4.2.7.3 and if there is any inconsistency
between such Section and this Section then such Section
shall prevail.
(b) Where a Party has access to Source Code for Use of

Foreground, Access Rights to such Source Code shall, unless
the granting and receiving Parties agree in writing to the

contrary, comprise a worldwide right to copy, use and modify
such Source Code as required to support the exercise of the
Access Rights granted to such Party in respect of
corresponding Object Code, but, unless the granting and
receiving Parties agree in writing to the contrary, such Party
shall not sublicence such Source Code or make it available to
any third party in whole or in part.
(c) Each sublicence granted according to the provisions of this

Section 4.2.7.2 shall if practical be made by a traceable
agreement specifying and protecting the proprietary rights of
the Party granting the Access Rights.
4.2.7.3 Open source Software

(a)
(i) The Parties agree that the use within the Project of
Software that is "open source" (as defined at
http://www.opensource.org/docs/definition.php),
and/or the release of Foreground upon licence terms
associated with such Software, may have benefits for
the conduct of the Project and promote the Use and
dissemination of the resulting Foreground. However,
they also recognise that certain of such licence terms
(namely Controlled Licence Terms) may restrict the
options that are available for Use and dissemination of
the resulting Foreground, and accordingly they wish to
regulate, in accordance with this Section 4.2.7.3 the use
of Controlled Licence Terms in relation to the Project
and Use and dissemination of the results thereof.
(ii) Without limiting the scope of this Section 4.2.7.3,

the Parties acknowledge that Backgroundheld by a Party
pursuant to Controlled Licence Terms may impair or
otherwise affect
(1) the other Parties' Access Rights to that

Background and/or;
(2) the JU Project Participants’ Use of or Access

Rights to any Foreground which is wholly or in
part based on that Background.
Therefore, each Party agrees that Background or other

Works as listed in Annex 5A to this APCA may be used
or introduced in the Project in a manner or upon terms
as specified by the applicable specific Controlled License
Terms and the agreed use in Annex 5A to this APCA.
(iv) Any Party that intends to use or to introduce into the

Project any Background or other Work in a manner or
upon terms that would or might result in a requirement
that all or some of the Foreground be licensed under

Controlled License Terms (the “Introducing Participant”)
in addition to the Background and Works listed in Annex
5, shall provide the other Parties (the “Other
Participants”) with a written request for approval
("Request"). This Request shall clearly identify and list
such Background or other Work and shall contain
sufficient information regarding the Background or
other Work in question, the Controlled License Terms
that are applicable to it and the intended use of such
Background or Works, substantially in the format set
out in Annex 5B hereto, to enable each of Other
Participants to assess the impairments and other effects
the Controlled License Terms may have on Access
Rights to such Background and on the Use of or Access
Rights to any Foreground that is wholly or in part based
on such Background or other Work. Such Background
or Works may only be introduced or used in the
applicable Project in accordance with the intended use
as described in aforesaid notification after expiration of
a period of sixty (60) days from receipt of aforesaid
Request by all Other Participants, provided however
that no written objections have been raised by Other
Participants having a Legitimate Interest within said
period. The Co-ordinator shall inform all Parties in
writing whether or not such objections have been
raised. If no such objections have been raised, the Co-
ordinator shall add the applicable Background and/or
Works and applicable specific Controlled License Terms
to Annex 5A.
“Legitimate Interest” shall include within limitation any
impairment of or other negative effect caused by the
introduction or use in the Project of such Background or
Works on
(1) Background or Foreground of the relevant Other

Participant or any of its Associated Companies,
or
(2) Access Rights to or Use of all or some of the
Foreground.
(vi) Each Party shall comply with the terms regarding the
use and introduction of aforesaid Background or Works
set forth in Annex 5B. However the provisions of this
Section 4.2.7.3. (a) (vi) shall not constitute an
agreement prusuant to Section 4.2.7.3 (b) (i).
(b)
(i) No Access Rights to any Background or Foreground shall
include the right to sublicence that Background or
Foreground upon Controlled Licence Terms (and
accordingly none of them shall be sublicenced upon
Controlled Licence Terms) unless expressly in writing so

agreed by the Party granting the Access Rights, or save
to the extent such right is necessarily implied by the
approval given in accordance with paragraph (a) (iv)
above.
(ii) This Paragraph (b) shall continue to apply without limit

in time notwithstanding completion of the Project or any
termination of this APCA.
(c) Paragraph (b) above shall not be interpreted as limiting the

scope of Paragraph (a) above, nor shall paragraph (a)
above be interpreted as limiting the scope of paragraph (b)
above.
(d) Nothing in this Section 4.2.7.3 shall limit the obligations of

the Parties under Section 4.4.
4.2.8 Have made rights

Access Rights for Use include the "have made rights".
4.2.9 Access Rights for Parties joining and leaving the Project
4.2.8.1 The following shall apply in respect of Parties joining the Project:
(a) Each Party joining the Project in accordance with the

provisions of this APCA, after the Effective Date, will be
granted Access Rights, except as set out in paragraph (b)
below, as provided for in Section 4.2.1 to 4.2.7 above,
effective as from the date of its Declaration of Accession has
been signed by both the acceding Party and the Co-ordinator.
(b) In respect of Foreground arising from work carried out under

the Project before its Accession Date, each such Party shall
enjoy Access Rights for execution of the Project and for Use
under the same conditions as the Access Rights to
Background provided for in Sections 4.2.1 to 4.2.7 above.
4.2.8.2 For each Party in respect of whom this APCA is terminated in

accordance with the provisions of Section 6.3, the following will
apply:
(a) Except in cases where the participation of a Defaulting Party

is terminated, the Access Rights granted and the obligations
to grant Access Rights pursuant to this APCA shall continue in
full force and effect, provided that the Access Rights shall
only be granted with respect to Foreground and Background
existing at the time of such termination.

(b) Defaulting Parties are obliged to continue to grant Access
Rights pursuant to this APCA in respect of Foreground and
Background existing at the time of such termination, but the
Access Rights granted to the Defaulting Party pursuant to this
APCA shall cease immediately upon termination of this APCA.
4.2.8.3 Termination of this APCA in respect of, and/or cessation of

licences granted to, the Defaulting Party in accordance with
Sections 4.2.8.2 and/or 6.3 shall not terminate any sublicense
properly granted or agreed to be granted or offered by the
Defaulting Party in accordance with Section 4.2.7.2 or otherwise
prior to the date on which such termination of this APCA and/or
cessation of licences becomes effective[, provided that any Party
which owns the Foreground or Background so sublicensed shall
have the right to have an assignment of the Defaulting Party's
rights under such sublicenses].
4.3 Confidentiality
4.3.1 Definition and treatment of Confidential Information
4.3.1.1 Subject to Section 4.3.3, all information of whatever nature or

form disclosed by a Party (the "Disclosing Party") to any other
Party (the "Receiving Party") in connection with the Project
after the Effective Date, and which:
(a) that is identified as confidential in relation to the execution of

the Project; or
(b) whose disclosure could damage the interests of its members
or of participants;
in projects is "Confidential Information".
4.3.1.2 Each Receiving Party undertakes not to use Confidential

Information for any purpose other than:
(a) in accordance with the terms of this PCA; and

(b) for the purpose of performing obligations or as Necessary for
exercising rights granted by or pursuant to either such
agreement.
4.3.1.3 Each Receiving Party undertakes to apply for the security of

Confidential Information at least the same degree of care as it
applies for the security of its own Confidential Information (but in
any case shall apply not less than reasonable care) and, subject
to Section 4.3.5, not to disclose Confidential Information to any
third party, excluding Affiliates, without the prior written consent
of the Disclosing Party.

4.3.2 Confidentiality period
For any Confidential Information, the period of confidentiality

shall be 5 years from the Effective Date.
4.3.3 Exceptions
No information disclosed by any Disclosing Party shall be deemed

to be (or to remain) Confidential Information for the purposes of
this APCA, to the extent that any Receiving Party can show that
the information concerned:
(a) was publicly available at the time of

disclosure or has become publicly available by no wrongful
act or omission on the part of the Receiving Party or any of
its Affiliates;
(b) was in the possession of the
Receiving Party or one of its Affiliates without confidentiality
obligation at the time of disclosure;
(c) was lawfully obtained by the
Receiving Party or any of its Affiliates from a third party
without an obligation of confidentiality; or
(d) was developed by the Receiving
Party or any of its Affiliates independently from the other
Parties' Confidential Information.
For the sake of clarity, nothing in this Section 4.3.3 grants any
right to any Affiliate of any Party to receive any Confidential
Information, save pursuant to the provisions of Section 4.3.5.
4.3.4 Disclosure of Confidential Information in compliance with a

court order and to the JU
If any Party 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: (i) notify the Disclosing
Party; and (ii) comply with the Disclosing Party's reasonable
instructions to protect the confidentiality of the information.
For the avoidance of doubt, the confidentiality obligations under

this APCA shall not prevent the communication of Confidential
Information to the JU insofar as strictly needed for the proper
execution of this APCA.
4.3.5 Disclosure of Confidential Information to Affiliates and to

other third parties
4.3.5.1 For the avoidance of doubt, the confidentiality obligations under

and this APCA shall not be interpreted so as to prevent the
communication of any information:

(a) subject to Section 4.3.5.2, to any
Affiliate or to any other third party (including any other
Party), insofar as strictly required for the proper carrying out
of this PCA; or
(b) subject to Section 4.3.5.2, to any

third party (including the public), insofar as strictly required
for (i) technical reasons and (ii) permitted Use of
Foreground.
4.3.5.2 With respect to any permitted disclosure of any of the

Confidential Information referred to in Section 4.3.5.1 above by a
Receiving Party to a third party (including but not limited to its
Affiliates and Subcontractors), the Receiving Party will: (i) ensure
that appropriate arrangements are in place prior to any such
disclosure, to protect the Confidential Information to a similar
degree as provided in Section 4.3.1; and (ii) use reasonable
endeavours to ensure compliance with such arrangements.
4.4 Publications, press releases and reports to the JU
4.4.1 Publications
– For the avoidance of doubt, no Party shall have the right to publish
or allow the publishing of any data which constitutes Foreground,
Background or Confidential Information of another Party, even
where such data is amalgamated with such first Party's Foreground,
Background or other information, document or material.
A copy of any proposed publication in connection with or relating

to the Project shall be sent to the Co-ordinator and by the Co-
ordinator to the Parties at the earliest time possible. Any of the
Parties may object to the publication within 30 days after receipt
of a copy of the proposed publication on any of the following
grounds: (i) that they consider that the protection of the
objecting Party's Foreground would be adversely affected by the
proposed publication, (ii) that the proposed publication includes
the Confidential Information of the objecting Party, or (iii) the
publication of such information would be contrary to the
commercial interests of the objecting Party. The proposed
publication shall not take place until the expiry of the above
period of 30 days. In the absence of any objection within the
above mentioned period, it is deemed that the Parties agree to
the proposed publication. Following the end of the above
mentioned period, the Co-ordinator shall inform the Parties
whether or not any objection has been received.
In the event that an objection is raised on any of the above

defined grounds within the above period of 30 days, the Party
proposing the publication and the Party objecting shall seek in

good faith to agree a solution on a timely basis whereby such
objection is resolved.
4.4.2 Contributions to Standards

Except as explicitly provided in Annex 8 to this APCA, no Party
shall have any obligation pursuant to this APCA to make any
contribution for incorporation of its own Foreground in any
European or other standard.
For the avoidance of doubt, no Party shall have the right to

contribute to a standard or allow the contribution to a standard
of any data which constitutes Foreground, Background or
Confidential Information of another Party, even where such data
is amalgamated with such first Party's Foreground, Background
or other information, document or material.
A copy of each proposed contribution of Foreground to a meeting

of a standards organisation included in the schedule distributed
by the Board in accordance with section 3.3.1.3 (k), (hereinafter
referred to as a “Scheduled Meeting”), for the purpose of
incorporation in a standard, shall be distributed to the Parties, by
the Party proposing to submit the contribution, no later than [X]
days prior to the date of the meeting (“Review Period”).
Any Party may submit a written objection, to such contribution to

the Party proposing the standards contribution and to the Board,
within a period of [Y] days, (“Objection Period”) after receipt of a
copy of the proposed contribution on either or both of the
following grounds: (i) that the objecting Party considers that the
protection of the objecting Party's Foreground would be
adversely affected by the proposed contribution; (ii) that the
proposed contribution includes the Foreground, Background or
Confidential Information of the objecting Party. The proposed
contribution shall not be made until the expiry of the above
period of Y days. Any objection accompanied by evidence
indicating, prime facie, that the objection is justifiable, is
hereinafter referred to as a “Justifiable Objection”. In the
absence of any Justifiable Objection on either or both of the
above grounds within the above mentioned period, it is deemed
that the Parties agree to the proposed contribution. Following the
end of the above mentioned period, the Board shall inform the
Parties whether or not any objection has been received and
whether such objection(s) is/are Justifiable Objections.

In the event that a Justifiable Objection is raised on either or
both of the above defined grounds within the above period of [Y]
days, the Party proposing the publication and the Party objecting
shall seek in good faith to agree a solution on a timely basis
whereby the Justifiable Objection is resolved. No such standards
contribution shall be made in respect of which any Justifiable
Objection remains unresolved.
For all other proposed contributions of Foreground for the

purpose of incorporation in a standard, the above procedure of
this Section 4.4.2 shall apply accordingly, except that the Review
Period shall be [W] days and the Objection Period shall be [Z]
days.
4.4.3 Disclaimer and marking of Confidential Information

provided to the JU
(a) all information provided to the JU, publications and press

releases shall have a disclaimer saying: "The information in
this document is provided "as is", and no guarantee or
warranty is given that the information is fit for any
particular purpose. The user uses the information at its sole
risk and liability."; and
(b) Confidential Information provided to the JU will be marked,

stating the information is confidential and may be used only
for information purposes by European Community
Institutions to whom the JU has supplied it.
5 LIABILITY
5.1 Introductory
5.1.1 Liability towards each other
In respect of information or materials supplied by one Party to

another under this APCA, the supplying Party shall be under no
obligation or liability (other than as expressly stated in this PCA),
and no warranty condition or representation of any kind is made
by, given by or to be implied against the supplying Party as to
the sufficiency, accuracy or fitness for purpose of such
information or materials, or, subject to the obligations expressly
stated in this APCA, the absence of any infringement of any
proprietary right (including, without limitation, IPRs, trade secret
rights and right over confidential information) of third parties by
the use of such information and materials, and the recipient
Party shall in any case bear the entire risk of any consequences
that may arise from the use to which it, or to which any person
that it directly or indirectly permits or allows to use such
information or materials, puts such information and materials.

Subject to the provisions of Section 5.2.5 below, no Party shall
have any liability in respect of the infringement of any patent or
other right of any third party resulting from any other Party (or
any of its Affiliates) exercising any of the Access Rights granted
under this APCA.
No Party makes any representation or warranty, express or

implied, other than as expressly stated in this APCA.
5.1.2 Liability towards third parties
Subject to such other undertakings and warranties as are

provided for in this APCA, each Party shall be solely liable for any
loss, damage or injury to third parties resulting from the carrying
out by it or on its behalf of its parts of the Project and/or from its
Use of Foreground and/or Background.
5.1.3 Liability for Subcontractors
5.1.3.1 Each Party shall be fully liable for the performance of any part of
its share of the Project, in respect of which it enters into any
contract with a Subcontractor.
5.1.3.2 Each Party engaging any Subcontractor shall be solely

responsible for all obligations incurred in relation to that
Subcontractor. The other Parties shall have no obligation
whatsoever to any such Subcontractor, save to the extent that
they separately agree any such obligation in writing.
5.2 Claims between the Parties

The following provisions of this Section 5.2, excluding and
limiting liability, shall apply not only to the Parties, but also to
those of their Affiliates which properly participate as
Subcontractors in the Project, each of which is an intended
beneficiary of this Section 5.2.
5.2.1 Liability: general
Subject to the following provisions of this Section 5.2, the

general provisions of Dutch law governing liability (including both
contractual and non-contractual liability) shall apply to any claim
between the Parties for loss or damage caused by a Party, its
employees, agents and Subcontractors and arising in connection
with the Project.
5.2.2 Excluded liabilities
To the extent permissible under applicable law and except as

otherwise provided specifically below in this Section 5.2, in no
event shall any Party be liable in connection with this APCA for
any of the following, however caused or arising, on any theory of

liability, and even if such Party was informed or aware of the
possibility thereof:
(a) loss of profits, revenue, income, interest, savings,

shelf-space, production and business opportunities;
(b) lost contracts, goodwill, and anticipated savings;
(c) loss of or damage to reputation or to data;
(d) costs of recall of products; or
(e) any type of indirect, incidental, punitive, special or
consequential loss or damage.
5.2.3 Financial limit on liability
5.2.3.1 Subject to the provisions of Sections 5.2.4 and 5.2.5 below, the
aggregate liability of each Party under the provisions of Section
5.2.1 to all of the other Parties collectively in respect of any and
all such claims shall not exceed the greater of:
(a) twice that Party's Project Share, or

(b) the sum of five hundred thousand euro (€
500,000.-).
5.2.3.2 The financial limitation of liability specified in Section 5.2.3.1

shall be doubled in the case of any breach by a Party of its
obligations under:
(a) Section 4.3 (Confidentiality), or

(b) Section 4.1.3 (Assigning ownership of Foreground).
5.2.4 Exceeding the scope of Access Rights
For the avoidance of doubt, the exclusions and limitations stated

in Sections 5.2.2 and 5.2.3 above shall not apply in respect of
any activity involving the use of anything protected by the IPRs
of any other Party or any Affiliate of any other Party, to the
extent that such activity or use is not within the scope of the
Access Rights granted by this APCA, or not in compliance with
the associated terms and conditions.
5.2.5 Exceptions
The exclusions and limitations stated in Sections 5.2.2 and 5.2.3

above shall not apply in respect of any:
(a) fraud;
(b) death, injury to natural persons or damage to real or
immovable property caused by the negligence or wilful act of
such Party, its directors, employees, agents and
Subcontractors; or

(c) wilful breach by a Party of any obligation accepted
under this APCA.
5.3 Force Majeure
No failure in the performance of this APCA can be imputed or

assumed to a Party, to the extent that such failure is due to
Force Majeure.
Each affected Party will notify the other Parties in writing of any
event of Force Majeure as soon as possible. The Parties shall
discuss in good faith the possibilities of a transfer of tasks
affected by the event. Such discussions shall commence as soon
as reasonably possible. If such Force Majeure event is not
overcome within 6 weeks after such notification, the transfer of
tasks shall be carried out.
6 MISCELLANEOUS
6.1 No partnership, agency or implied license; enforcement of

Intellectual Property Rights
6.1.1 No partnership or agency
Nothing in this APCA shall create a partnership or agency

between the Parties or any of them.
6.1.2 No implied licence
Except as explicitly granted in this APCA, no licence, immunity,

or other right is granted or assigned under this APCA, either
directly or indirectly, by implication, estoppel or otherwise, to
any Party or any of its Affiliates with respect to any IPR of the
other Parties or their Affiliates.
6.1.3 Enforcement of Intellectual Property Rights
No Party shall have any obligation under this APCA to institute

any action or suit against any third party for infringement of any
IPR to which it has granted a licence hereunder, or to defend any
action or suit brought by any third party which challenges or
concerns the validity of any such IPR. In addition, no Party to
which any other Party has granted such an IPR licence under this
APCA shall have any right to institute any action or suit against
third parties for infringement of any such IPR.
6.1.4 Assignment of employees
Unless specifically agreed otherwise in writing, no provision in

this APCA will limit any of the Parties' or their respective
Affiliates' rights to assign and/or re-assign, in any way they may
choose, those of their employees who participate in the Project.

6.2 Assignment of rights and obligations
Except as otherwise provided under this APCA, no Party shall,
without the prior written consent of the other Parties, assign or
otherwise transfer partially or totally any of its rights and
obligations under this APCA. Such consent shall not be
unreasonably conditioned, withheld or delayed when such
assignment or transfer is in favour of another Party or an Affiliate
of the assigning Party or one of the other Parties. Any Party may
require reasonable conditions for giving such consent to prevent
such transfer from adversely affecting its or its Affiliates' Access
Rights.
6.3 Term and termination
6.3.1 Term
Subject to full signature, including signature of the Declaration of
Accession and signature of the Declaration of Acceptance to the
Artemisia Supplementary Agreement for all Parties which are not
party to the Artemisia Supplementary Agreement, this APCA
shall be deemed to come or to have come into force as from the
Effective Date.
This APCA shall continue in full force and effect until the earlier of
(a) its termination in accordance with this Section 6.3, or (b) the
complete discharge of all obligations undertaken by the Parties
under this APCA.
This APCA is subject to the compliance with the conditions of the

final Grant Agreement. If the terms and conditions of this APCA
are in conflict with the final terms and conditions of the GA, the
Parties shall negotiate in good faith appropriate amendments to
this APCA and the Parties shall have the right to terminate this
APCA absent agreement on appropriate amendments.
6.3.2 Termination before signature of the GA by the Co-ordinator
6.3.2.1 At the request of any Party, the Parties may terminate a Party
from this APCA with immediate effect by giving written notice to
such party if:
(a) such Party’s membership of ARTEMISIA terminates or is

terminated for whatever reason and such Party does not
enter into a Declaration of Acceptance;
(b) a Party is in material breach of any of its obligations under

this APCA and has not remedied such breach, if capable of
being remedied, within thirty (30) days after having received

a written notice by one or more other Party/Parties or the
C0-ordinator in which it is requested to remedy such breach.
6.3.3 Termination after signature of the GA by the Co-ordinator
6.3.3.1 Subject to Section 6.3.4, no Party may withdraw from this APCA
unless the JU terminates: (a) the GA; or (b) that Party's
participation in the GA. In either such case this APCA shall
automatically terminate in respect of such Party.
6.3.3.2 A Party shall not by any withdrawal or termination be relieved

from:
(a) any of its responsibilities under this APCA in respect of

that part of its work on the Project which has been carried
out (or which should have been carried out) up to the date of
the withdrawal or termination; or
(b) without prejudice to the provisions of Section 5, any of

its obligations or liabilities arising out of such withdrawal or
termination.
6.3.4 Termination in respect of a Defaulting Party etc.
6.3.4.1 Save in the case of Force Majeure, in the event of a substantial

breach by a Party of its obligations under this APCA which breach
is irremediable or is not remedied within one month of the date
of receipt of written notice from the other Parties, acting jointly,
or from the Co-ordinator, acting on the basis of a decision taken
by the General Assembly in accordance with Section 3.2.2, such
notice requiring that the default be remedied, the other Parties
or the Co-ordinator (as the case may be) may terminate this
APCA with respect to the Defaulting Party concerned, upon not
less than 14 days’ written notice to such Defaulting Party.
Without prejudice to the provisions of Section 4, such
termination shall become effective with respect to such
Defaulting Party as of the date of expiration of such notice
period.
6.3.4.2 If any Party's participation in the GA is terminated by the JU

pursuant to the provisions of the GA, or if any Party withdraws
from the Project, then, without prejudice to any other rights of
the other Parties, the provisions of Section 4 shall apply
correspondingly.
6.3.5 General provisions relating to termination
6.3.5.1 The provisions of Sections 4, 5, 6.1, 6.2, 6.3, 6.4, 6.5, 6.7 and
6.8 shall survive the expiration or termination of this APCA to the
extent needed to enable the Parties to pursue the remedies and
benefits provided for in those Sections.

6.3.5.2 For the avoidance of doubt, termination or withdrawal shall not
affect any right or obligation incurred prior to the date of the
termination or withdrawal, unless otherwise provided in this
APCA.
6.4 Parties which are not parties to the ARTEMISIA Supplementary

Agreement
6.4.1 All Parties which are not party to the Artemisia Supplementary
Agreement, must sign the Declaration of Acceptance to the
Artemisia Supplementary Agreement next to the Declaration of
Accession to this APCA, when becoming a Party to this APCA.
6.5 Parties having concluded a National Grant Agreement
6.5.1 A Party, having concluded a National Grant Agreement, itself is

responsible for obliging to the provisions of that National Grant
Agreement. The definition of "Grant Agreement" in this APCA,
namely does not include any grant agreements with national
funding authorities.
6.6 Settlement of disputes

OPTION 1 (ARBITRATION)
6.6.1 All disputes or differences arising in connection with this APCA,

(other than disputes relating to the infringement and/or validity
of IPR), including any dispute in which a Party alleges that
another Party has abused its power, which cannot be settled
amicably shall be finally settled by arbitration in Brussels,
Belgium under the Rules of Arbitration of the International
Chamber of Commerce by three arbitrators, or such lower
number of arbitrators as the Parties concerned may agree upon
in writing, to be appointed under the terms of those Rules. In
any arbitration in which there are three arbitrators, the
chairperson shall be of juridical education. The arbitration shall
be conducted in English.
6.6.2 The award of the arbitration will be final and binding upon the
Parties concerned.
6.6.3 The Parties concerned may elect to use mediation to assist in the
amicable resolution of a dispute or difference arising in
connection with this APCA.
6.6.4 Each Party shall be entitled to seek necessary and appropriate

interim injunctive relief pending the outcome of the arbitration or
any other temporary measures from the courts of competent
jurisdiction to enjoin the other Party from taking certain actions
which allegedly infringe the rights of the Party bringing such

claim, provided that any proceedings and decisions as to the
merits of the dispute, including permanent injunctions, are
exclusively governed and resolved by arbitration in accordance
with the first paragraph of this Section 6.4.
END OF OPTION 1
OPTION 2 (APPROPRIATE NATIONAL COURT)
6.6.1 All disputes or differences directly arising in connection with this

APCA, (other than disputes relating to the infringement and/or
validity of IPR), including any dispute in which a Party alleges
that another Party has abused its power, which cannot be settled
amicably, shall be subject to the jurisdiction of the competent
court in Brussels, Belgium. Such court shall also have jurisdiction
in the event of a counterclaim made by the defendant in the legal
action.
6.6.2 The Parties concerned may instead elect unanimously to seek to

resolve by mediation any dispute or difference arising in
connection with this APCA and which cannot be settled amicably
by them.
6.6.3 Notwithstanding the foregoing, any Party shall be free to seek

interim injunctive relief or any other temporary measures before
any applicable competent court or tribunal, wherever located, in
order to seek to prevent or restrain any (i) infringement of its or
their IPRs and/or (ii) unauthorised disclosure of Confidential
Information.
END OF OPTION 2
6.7 Language and headings
6.7.1 This APCA is drawn up in English, which language shall be used

in all documents and notices prepared, and meetings conducted,
pursuant to this APCA or otherwise in connection herewith. Any
translation shall be for convenience only and of no legal effect.
6.7.2 The various section and sub-section headings in this APCA are
included for reference purposes only and shall have no legal
effect.
6.8 Notices
6.8.1 Any notice to be given under this APCA shall be in writing to the
addresses and recipients listed in APCA Part I or to such other
address and recipient as a Party may designate in respect of
itself by written notice to the others. Notices shall be deemed to
have been served when personally delivered, or (if transmitted
by telefax, electronic or digital transmission) when transmitted,
provided that such transmission is confirmed by receipt of a

successful transmission report and the notice is confirmed by
mail.
6.8.2 Written communication by means of registered letter, with

acknowledgement of receipt, shall be used for notices and
communications provided for in or pursuant to Sections 3.2.2.3,
3.3.2.3, 6.2, 6.3.2, 6.3.3, 6.3.4, 6.3.5 and 6.8.2.
6.9 Applicable law
6.9.1 This APCA shall be construed according to and governed by

Dutch law and without regard to Dutch law rules of conflict of
laws.
6.9.2 When acting under this APCA, each Party will comply with all
relevant laws and regulations applicable to its performance
hereunder, including (without limitation) the export laws and
regulations of the European Union and of other relevant States.
6.10 Entire agreement - amendments - severability
6.10.1 This APCA constitutes the entire agreement between the Parties
in respect of the Project, and supersede all previous negotiations,
commitments and writings concerning the Project, including any
prior memorandum of understanding or letter of intent between
the Parties (whether or not with others) which relate to the
Project or to the Proposal to be submitted to the JU.
6.10.2 Amendments or changes to this APCA shall be valid only if made

in writing and signed by an authorised representative of each of
the Parties.
6.10.3 If one or more of the provisions contained in this APCA or any

documents executed in connection herewith are found by the JU
or a competent court or authority to be invalid, illegal, or
unenforceable in any respect under any applicable law, including
competition law, the validity, legality, and enforceability of the
remaining provisions contained herein shall not in any way be
affected or impaired, provided that in such case the Parties
oblige themselves to use all commercially reasonable efforts to
achieve the purpose of the invalid provision by a new legally
valid stipulation that causes the same (or substantially similar)
economic benefit or burden.
6.11 Counterparts
This APCA shall be executed in [ ] [INCLUDE TWICE THE NUMBER OF
PARTIES] counterparts, all of which together shall constitute one and the same
instrument. The Co-ordinator and every Party shall each initial and sign 2
counterparts.

The Co-ordinator has an obligation to send copies of all the signed counterparts
to each Party within 60 days of receipt of the signed counterparts.
AS WITNESS the Parties have caused this ARTEMIS JU Project Consortium

Agreement to be duly signed by their undersigned authorised representatives,
the day and year first above written.
Authorised to sign on behalf of <INSERT NAME OF COORDINATOR>
Signature: ______________________________
Name Title
<INSERT NAME> <INSERT TITLE>
Date of signature
<INSERT DATE>
Authorised to sign on behalf of <INSERT NAME OF PARTY ...>
Signature: ______________________________
Name Title
<INSERT NAME> <INSERT TITLE>
Date of signature
<INSERT DATE>
etc.

ANNEX 1 – LIST OF AFFILIATES
Party name List of Affiliates Affiliate's contact

details

ANNEX 2A – DECLARATION OF ACCESSION
[name of Party (legal entity)], represented for the purpose hereof by [name
and title of person written out in full (this person must be legally
authorised to act on behalf of the legal entity)] acting as its legal
authorised representative, hereby consents to become a Party to this APCA
[identification of final version of the PCA] (relating to Project [title]) and
accepts all the rights and obligations of a Party.
[name of Party (legal entity)], shall be considered a Party to this APCA

[identification of final version of the PCA] relating to Project [title] as of
the date on which this Declaration of Accession has been signed by both [name
of Party (legal entity)] and the Co-ordinator.
Done in 2 copies, of which one shall be kept by the Co-ordinator and one by
[name of Party (legal entity)].
Acceding Party
Name: [name of new Party]

Name of representative: [name of representative]
Title: [titel of representative]
Signature:
Date:
Project Co-ordinator
Name: [name of Co-ordinator]

Name of representative: [name of representative]
Title: [titel of representative]
Signature:
Date:

Annex 2B – Declaration of Acceptance
(Applicant full address):

…………………………..
…………………………..
…………………………..
………………………….. Date: ……………….
Declaration of Acceptance
To be addressed to the ARTEMISIA

f.a.o. the Steering Board
[address]
Dear Sirs, Madams,
In respect of the below-mentioned project (the “Project”), we hereby

declare to you, also for the benefit of the other participants in the
Project, that we accept and agree to pay you amounts equal to 1.5% of
our and our Associated Companies’ (as defined below) Total Costs (as
defined below) incurred in the execution of the Project in a financial year
of the Artemis Joint Undertaking (the “JU”) during every financial year of
existence of the JU.
In addition we agree to report in writing to the association under Dutch

law, Artemisia:
(a) within three (3) months after the end of any financial year of
the JU during which we participated in the Project, our and our
Associated Companies’ Total Costs in the Project.
(b) before October 1 of each financial year of the JU, a
reasonable forecast of our and our Associated Companies’ Total
Costs in the Project.
Furthermore, we agree to pay an advance in respect of the annual

amounts payable as set out above, as may be set by Artemisia on the
based of a reasonable estimation of Artemisia of the amounts to be due
by us in respect of a relevant financial year, in which estimation
Artemisia shall take into account our reasonable forecast of Total Costs
as referred to under (b) above for the relevant financial year.
Artemisia may determine that such advance shall be payable in
instalments and Artemisia shall determine the dates on which such
advance, or instalments, as the case may be, is/are due and payable. As
soon as reasonably possible after the lapse of each financial year
Artemisia shall compute the difference between the actual amount
payable due by us and the advances paid us in respect of such financial
year and inform us in writing of any such difference.
If the advances paid by us in respect of a financial year are less than the
actual amount that is due, we shall pay such difference to Artemisia
within 60 days of receipt of such notification. If the advances paid by us
in respect of the relevant financial year are more than the actual amount
that is due, Artemisia shall pay such difference to us, respectively, within
60 days of dispatch of such notification.

Further the purpose of this document the following terms starting with a
capital shall have the meaning as set fort below:
“Associated Company” shall mean any corporation or other legal

entity that directly or indirectly Controls us, is Controlled by us, or is
under common Control with us, but only with respect to the period said
Control continues.
“Control” shall mean the power, whether or not normally exercised, to

direct the management and affairs of another corporation or other legal
entity, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise. In the case of a corporation, the
direct or indirect ownership of more than fifty per cent (50%) of its
outstanding share capital shall in any case be deemed to confer control.
“Project” shall mean: [Include name and description of JU

Project]
“Total Costs” shall mean our total costs and expenses incurred in the
Project for executing the Project to the extent funding by the JU provided
to us is based on such costs and expenses.
[name of the entity making this declaration]
…………………………………………….
Name:
Function:
Place of Business:
Date:

ANNEX 3A – LIST OF BACKGROUND OF WHICH A PARTY EXPECTS THAT ACCESS
RIGHTS HAVE TO BE GRANTED IN ACCORDANCE WITH THE TERMS AND
CONDITIONS OF THIS APCA
Party name List of Background

ANNEX 3B – LIST OF BACKGROUND THAT IS EXCLUDED FROM OBLIGATIONS TO
GRANT ACCESS RIGHTS
Party name Excluded Background

ANNEX 4 – LIST OF SOFTWARE THAT IS BACKGROUND IN RESPECT OF WHICH
THE PARTIES ARE WILLING, WHEN GRANTING ACCESS RIGHTS, TO GRANT
ACCESS TO SOURCE CODE FOR USE, AS REFERRED TO IN SECTION 4.2.7.1
Party name Software (name + Software

version) (description)

ANNEX 5A – LIST OF BACKGROUND OR OTHER WORKS THAT MAY BE USED OR
INTRODUCED IN THE PROJECT IN A MANNER OR UPON TERMS AS SPECIFIED BY
THE APPLICABLE SPECIFIC CONTROLLED LICESE TERMS AND FOR THE AGREED
USE AS SPECIFIED IN THIS ANNEX

ANNEX 5B – REQUIRED CONTENTS OF REQUESTS IN RELATION TO SOFTWARE
SUBJECT TO CONTROLLED LICENCE TERMS APPROVALS, REFERRED TO IN
SECTION 4.2.7.3
Each Request for Software subject to Controlled Licence Terms must include, as
a minimum, the following:
(i) the name/identity of the Software in question, including the version

number;
(ii) a copy of the terms and conditions, including the applicable Controlled
Licence Terms, under which the Software is made available by the source
identified in (iii) below;
(iii) the identity and contact coordinates of the source of the Software;
(iv) a description of what the Software does;
(v) the technical reasons why Use of the Software in the Project would
contribute to achieving the goals of the Project;
(vi) a list of any alternative Software that has been considered in lieu of the
proposed Software;
(vii) details of the reasons for which the proposing Party considers that using
the proposed Software would contribute better to achieving the goals of
the Project than any alternative Software as mentioned in response to (vi)
above;
(viii) a description of the Use or Uses to which the proposed Software would be
put;
(ix) a request to approve the Use of the proposed Software in accordance with
the description supplied in response to (viii) above; and
(x) an acknowledgment from the proposing Party that, if the other Parties
agree to approve the Use of the proposed Software in accordance with the
description supplied in response to (viii) above, such Software may only
be Used within the scope of such description.

ANNEX 6 – IDENTIFIED THIRD PARTIES TO WHOM RIGHTS IN FOREGROUND
MAY BE ASSIGNED
Name Address Zipcode City Country Website

ANNEX 7 – STANDARDS TO WHICH THE PARTIES AGREE TO CONTRIBUTE, AS
REFERRED TO IN SECTION 4.4.2
Party Obligation pursuant to this APCA to
make any contribution for
incorporation of its own Foreground
in any European or other standard

ANNEX 8 – MODEL GRANT AGREEMENT


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ARTEMIS JU Projects' Consortium Agreement – PCA

This is a draft - to be used for discussion purposes only.

ARTEMIS JU Projects' Consortium Agreement – APCA

This AGREEMENT is made on <DD-MMM-20YY>

Hereinafter referred to as the "Parties".

(i) specify or supplement, as between themselves, the provisions of the

NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:

3. The General Assembly shall meet at least [enter number] a year.

4. For the purposes of Part II Section 3.3.1.1 (b):

(a) the minimum number of Board members (excluding the Co-ordinator’s

(b) the maximum number of Board members (excluding the Co-ordinator’s

5. The minimum Project Share percentage referred to in the final paragraph of

<NOTE: SEPARATELY FOR EACH PARTY, INSERT THE NAME AND

(1) Party’s Registered Name:

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1 DEFINITIONS AND INTERPRETATION 7

1.1 Definitions and interpretations 7

2 PURPOSE AND GENERAL PROVISIONS 10

3 GOVERNING BODIES, ROLES AND RESPONSIBILITIES 10

3.2 General Assembly 12

3.4 Responsibilities of each Party 17

4 IPR AND ACCESS RIGHTS 19

4.1 Intellectual Property Rights 19

4.2 Access Rights 21

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4.4 Publications, press releases and reports to the JU 31

5.2 Claims between the Parties 34

5.3 Force Majeure 35

6.1 No partnership, agency or implied license; enforcement of

6.2 Assignment of rights and obligations 36

6.3 Term and termination 36

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6.5 Parties having concluded a National Grant Agreement 39

6.6 Settlement of disputes 39

6.7 Language and headings 40

6.9 Applicable law 40

6.10 Entire agreement - amendments - severability 41

ANNEX 1 – LIST OF AFFILIATES 43

ANNEX 2A – DECLARATION OF ACCESSION 44

ANNEX 3A – LIST OF BACKGROUND OF WHICH A PARTY EXPECTS

ANNEX 3B – LIST OF BACKGROUND THAT IS EXCLUDED FROM

ANNEX 4 – LIST OF SOFTWARE THAT IS BACKGROUND IN

ANNEX 5A – LIST OF BACKGROUND OR OTHER WORKS THAT MAY

ANNEX 5B – REQUIRED CONTENTS OF REQUESTS IN RELATION TO

ANNEX 6 – IDENTIFIED THIRD PARTIES TO WHOM RIGHTS IN

ANNEX 7 – STANDARDS TO WHICH THE PARTIES AGREE TO

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1.1 Definitions and interpretations

Accession Date means the date of the signature of the Declaration of

Application Programming Interface or API means the application

Background means Background Information and Background IPR. In respect of

Background IPR means any IPRs, other than Foreground IPRs:

Background Information means any Information, other than Foreground

(a) which is owned or controlled by a Party on the Effective Date, or

(b) in respect of which ownership or control is acquired by a Party during the

Board means the group of individuals established in accordance with Section

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Confidential Information has the meaning given it in Section 4.3.1.1.