Consortium Agreement of the Specific Targeted Research Project

CAST Consortium Agreement [26-06-2006]Consortium Agreement of the Specific Targeted Research ProjectCASTCampaign and Awareness-raising Strategies in Traffic SafetyContract number: TREN/05/FP6TR-S07.59641/019520-CASTbased on the EARTO-UNITE model consortium agreement for Integrated Projectsversion 2.0 2003-08-07- Page 1 of 28 -

CAST Consortium Agreement [26-06-2006]CAST CONSORTIUM AGREEMENTPart IThis AGREEMENT is made in June 2006BETWEEN(1) Institut Belge pour la Sécurité Routière asbl, IBSR/BIVV, Belgium(2) Transportøkonomisk Institutt, TØI, Norway(3) Institut National de Recherche sur les Transports et leur Sécurité, INRETS, France(4) Statens väg- och transportforskningsinstitut, VTI, Sweden(5) Bundesanstalt für Straßenwesen, BASt, Germany(6) Danish Transport Research Institute, DTF, Denmark(7) FACTUM Chaloupka & Risser OHG, FACTUM, Austria(8) Hasselt University, Transportation Research Institute, IMOB, Belgium(9) Ministry of Transport, Public Works and Water Management, Min. of Transport NL,Netherlands(10) Prevenção Rodoviária Portuguesa, PRP, Portugal(11) Instytut Badawczy Dróg I mostów, IBDiM, Poland(12) Stichting Wetenschappelijk Onderzoek Verkeersveiligheid, SWOV, Netherlands(13) Swiss Council for Accident Prevention, Bfu, Switzerland(14) Centrum Dopravního Výzkumu, CDV, Czech Republic(15) University of Thessaly, UTh, Greece(16) University of Ljubljana Faculty of Arts, ULFF, Slovenia(17) Instituto Superior de Educação e Ciências , ISEC, Portugal(18) Raadet for Stoerre Faerdselssikkerhed, RfSF, Denmark(19) Società Italiana di psicologie della Sicurezza Viaria, SIPSiVi, Italyrelating to the Project entitled "Campaigns and Awareness-raising Strategies in Trafficsafety – CAST"WHEREAS:(A)(B)The Parties, having considerable experience in the field concerned, have submitteda Proposal for a Project entitled "Campaigns and Awareness-raising Strategies inTraffic safety – CAST" to the Commission in the Sixth Research And TechnologicalDevelopment Framework ProgrammeThe Parties wish to specify or supplement, between themselves, the provisions ofthe EU Contract in line with Article II.3.1(b) of the EU Contract and wish to laydown general rules related to the management of the Project and their agreementswith respect to, including but not limited to, liability.NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:1. This Consortium Agreement shall come into force as of the date of its signature bythe Parties but shall have retroactive effect as from 01-02-2006 and, in case ofParties signing a Declaration of Accession from the date of the Declaration of- Page 2 of 28 -

CAST Consortium Agreement [26-06-2006]Accession (hereinafter called “ Part IV”), and shall continue in full force and effectuntil terminated in accordance with Section VI.3 of PartII of this ConsortiumAgreement or complete discharge of all obligations for the carrying out of theProject undertaken by the Parties under the EU Contract and under this ConsortiumAgreement, whichever is the earlier.2. This Consortium Agreement consists of four parts: PartI, PartII, PartIII and PartIV(hereinafter respectively called PartI, PartII, PartIII and PartIV).3. The Co-ordinator (PartII Section III.1) for the Project is the Institut Belge pour laSécurité Routière asbl, IBSR/BIVV.4. Any notice to be given under this Consortium Agreement shall be in writing to thefollowing addresses and recipients.(1) Belgisch Instituut voor de verkeersveiligheid vzw/Institut Belge pour la SécuritéRoutière asbl, BelgiumMr Patric DerweduwenChaussée de Haecht 14051130 BrusselsBelgiumFax: +32 2216 4342Email: patric.derweduwen@ibsr.be(2) Institute of Transport Economics, NorwayMr Truls VaaPost Box 6110 EtterstadN-0602 OsloNorwayFax: + 47 2257 0290Email: tva@toi.no(3) Institut National de Recherche sur les Transports et leur Securité, FranceDr Patricia Delhomme2 av du General Malleret-Joinville94114 Arcueil CedexFranceFax: +33 145475606Email: delhomme@inrets.fr(4) Statens väg- och transportforskningsinstitut, SwedenMs Sonja ForwardOlaus Magnus väg 35S-58195 LinkopingSwedenFax: +46 13 14 14 36Email: sonja.forward@vti.se(5) Bundesanstalt fuer Strassenwesen, GermanyMr Ewald PohlmeierBruederstrasse 5351427 Bergisch GladbachGermanyFax: +49 220443673Email: pohlmeier@bast.de(6) Danish Transport Research Institute, DenmarkDr Mette Møller- Page 3 of 28 -

CAST Consortium Agreement [26-06-2006]Knuth-Winterfeldts Alle, Bygning 116 VDK-2800 Kongens LyngbyDenmarkFax: +45 4593 6533Email: mm@dtf.dk(7) FACTUM Chaloupka & Risser OHG, AustriaDr Ralf RisserDabhausergasse 6/41040 ViennaAustriaFax: +43 15041548Email: ralf.risser@factum.at(8) Hasselt University - Transportation Research Institute, BelgiumDr Luc De SchepperAgoralaan, building D3590 DiepenbeekBelgiumFax: +32 11 26 87 00Email: luc.deschepper@uhasselt.be(9) Ministerie van Verkeer en Waterstaat, NetherlandsMr Koos TamisPlesmanweg 12500 EX Den HaagNetherlandsFax: +31 703516411Email: koos.tamis@minvenw.nl(10) Prevenção Rodoviária Portuguesa, PortugalMr José TrigosoEstrada da Luz, 90 - 1st Floor1600-160 LisbonPortugalFax: +35 1210036649Email: jose.trigoso@prp.pt(11) Instytut Badawczy Drog i Mostow / Road and Bridge Research Institute, PolandDr Jacek Malasek80, Jagiellonska Str.03-301 WarsawPolandFax: +48 22 811 17 92Email: jmalasek@ibdim.edu.pl(12) Stichting Wetenschappelijk Onderzoek Verkeersveiligheid, NetherlandsMs Divera AM TwiskDuindoorn 322262 AR LeidschendamNetherlandsFax: +31 70 320 1261Email: divera.twisk@swov.nl(13) Swiss Council for Accident Prevention, SwitzerlandMs Esther WalterLaupenstrasse 113001 Bern- Page 4 of 28 -

CAST Consortium Agreement [26-06-2006]SwitzerlandFax: +41 31 390 22 30Email: e.walter@bfu.ch(14) Centrum Dopravního Výzkumu, Czech republicMr Alexandr PesakVinohrady 1063900 BrnoCzech RepublicFax: +420 543 211 215Email: alexandr.pesak@cdv.cz(15) University of Thessaly, GreeceDr Eftihia NathanailArgonafton and Filellinon38221 VolosGreeceFax: +30 24210 36707Email: enath@certh.gr(16) University of Ljubljana Faculty of Arts, SloveniaDr Vlasta ZabukovecAskerceva 21000 LjubljanaSloveniaFax: +386 14259337Email: vlasta.zabukovec@ff.uni-lj.si(17) Instituto Superior de Educação e Ciências, PortugalMs Anabela SimoesAl. Linhas de Torres, 1791750-142 LisboaPortugalFax: +35 1217541319Email: asimoes@fmh.utl.pt(18) Raadet for Stoerre Faerdselssikerhed, DenmarkMr Jesper SoelundLersøparkalle 111DK 2100 CopenhagenDenmarkFax: 0045 39163940Email: js@rfsf.dk(19) Società Italiana di psicologie della Sicurezza Viaria, ItalyDr Pietro Angelo SardiVia XXVIII Aprile, 712100 CuneoItalyFax: +39 017172024Email: pierangelo.sardi@multiware.netor to such other address and recipient as a Party may designate in respect of thatParty by written notice to the others.AS WITNESS the Parties have caused this Consortium Agreement to be duly signedby the undersigned authorised representatives the day and year first above written.- Page 5 of 28 -

CAST Consortium Agreement [26-06-2006]Authorised to sign on behalf of the Institut Belge pour la Sécurité Routière asbl,IBSR/BIVVSignatureNameMr Patric DerweduwenTitleManaging DirectorAuthorised to sign on behalf of Separate copy for eachpartySignatureNameTitle- Page 6 of 28 -

CAST Consortium Agreement [26-06-2006]CAST CONSORTIUM AGREEMENTPart IIIDEFINITIONSI.1 EU Contract DefinitionsWords defined in the EU Contract have the same meaning in this ConsortiumAgreement and appear in italics.I.2 Additional DefinitionsAccession Date means the date of the signature of the Declaration of Accession byContractors joining the Project in accordance with the provisions of Sections III.3.2.4(d)and Section VI.3.1 as applicable, hereof.Affiliate of a Party means:(a)any legal entity directly or indirectly controlling, controlled by, or undercommon control with a Party, for so long as such control lasts and providedthat the said Affiliate or the ultimate controlling entity is incorporated andresident in, and subject to the law of, a Member State of the Community, oran Associated State.Control of an entity shall exist through the direct or indirect:-control of more than 50% of the nominal value of the issued equityshare capital of the entity or more than 50% of the equity's sharesentitling the holders to vote for the election of directors or personsperforming similar functions, or-right by any other means to elect or appoint directors of the entity (orpersons performing similar functions) who have a majority vote,(b)any other organisation specified in the agreed schedule to this ConsortiumAgreement to be an Affiliate of the Party.Common control through government does not, in itself, create affiliated status unlessotherwise specified in accordance with paragraph (b) above.Steering Committee means the body established in accordance with Section III.5.1hereof.Common Fund means a fund established in accordance with Section V.1.3 hereof.Commission means the Commission of the European CommunitiesDeclaration of Accession means a declaration, in the form as provided for in Part IV,signed by a participant wishing to join the Project.- Page 7 of 28 -

CAST Consortium Agreement [26-06-2006]Defaulting Party means a Party which the General Assembly has, in accordance with itsprocedures, or the other Parties acting jointly, have determined to be in breach of any ofits obligations under the EU Contract and/or this Consortium Agreement in accordancewith Section VI.3.3.2 hereof.EU Contract means after its signature by all Contractors, the contract (including itsAnnexes) for the Project identified in Part I, for the undertaking by the Parties of theProject. EU Contract shall as applicable also mean any EU Contract’s amendment.General Assembly means the body established in accordance with Section III.3.1hereof.Joint Fund(s) means:a) payments made by the Commission to the Co-ordinator for the benefit of theConsortium and not directly allocated to a Party; andb) a Common Fund.Party or Parties means a party or the parties to this Consortium Agreement.Project Deliverables mean the deliverables required under the EU Contract and thisConsortium Agreement (including, but not limited to, the reports and cost statementsthat had to be delivered to de Co-ordinator and/or the Commission).Project Share means for each Party, that Party's share of the total cost of the Project asinitially set out in the EU Contract, unless otherwise agreed by all Parties.Proposal means the proposal for the Project submitted by the Parties to theCommission. Proposal shall as applicable also mean any Proposal’s amendment.Work-Package (WP) means any work-package listed in Part III.Work-Package Committee means the body established in accordance with SectionIII.4.1 hereof.Work-Package Leader means the Party identified in Section III.2 hereof who will carryout the co-ordination tasks provided for in Section III.2.1 hereof. The Work-PackageLeaders are listed in Part III.- Page 8 of 28 -

CAST Consortium Agreement [26-06-2006]IIPURPOSE AND GENERAL PROVISIONSThe purpose of this Consortium Agreement is to specify the organisation of the workbetween the Parties, to organize the management of the Project, to define rights andobligations of the Parties, including, but not limited to, their liability and indemnification,and to supplement the provisions of the EU Contract concerning Access Rights and to setout rights and obligations of the Parties supplementing but not conflicting with those ofthe EU Contract.IIIGOVERNING BODIES, ROLES ANDRESPONSIBILITIESIII.1III.1.1III.1.1.1Co-ordinatorResponsibilities of the Co-ordinatorIn addition to the Co-ordinator's functions pursuant to the EU Contract, theCo-ordinator shall have the following functions:(a)(b)administration, preparation of minutes and provision of the chairman of the GeneralAssembly and the Steering Committee, and follow-up of its decisions;general management of the projectIII.1.1.2III.1.1.3III.1.1.4Except for the capacity as representative of the Parties described in the EUContract, the Co-ordinator shall not be entitled to act or to make legallybinding declarations on behalf of any other Party.If one or more of the Parties is late in submission of the reports requiredunder the EU Contract, the Co-ordinator shall submit the other Parties'reports to the Commission in due time.Except for the cases where the Co-ordinator being a public body, aninternational organisation or a contractor whose participation to the Project isguaranteed by a Member State or an Associated State is not entitled to do so,the Co-ordinator undertakes to keep payments from the Commission andeach of the Joint Funds on accounts separated from his normal businessaccounts and his own assets and property. Such separation shall be made bymeans of a notary public deposit or similar deposit provided for in thenational laws and regulations of the country, where the money is deposited.Any transaction costs relating to the handling of Joint Funds shall, if notreimbursed as management costs by the Commission, be borne by theParties in accordance with their Project Share. The Co-ordinator may withholdfrom payments to a Party the share of such costs to be borne by such Party.Subject to withholding of payments by the Commission in order to constitutethe Joint Funds and/or in order to cover transaction costs (as provided for in- Page 9 of 28 -

CAST Consortium Agreement [26-06-2006]this Section III.1.1.4 and Section V.2 hereof), the Co-ordinator undertakes totransfer, in accordance with the EU Contract and the budget allocation, theappropriate sums to the respective Parties with minimum delay, but not laterthan thirty (30) days from its receipt thereof from the Commission, and theCo-ordinator will notify each other Party promptly of the date and amounttransferred to its respective bank account and shall give the relevantreferences.III.2III.2.1III.2.1.1Work-Package LeaderResponsibilities of the Work-Package LeaderThe Work-Package Leader shall have the following functions:(a)(b)(c)(d)administration, preparation of minutes and provision of the chairman of the Work-Package Committee, and follow-up of its decisions;transmission of any documents and information connected with the Work-Packagebetween the Parties concerned;transmission of any documents and information connected with the Work-Packageto the Co-ordinator; andtransmission of the reports and deliverables of the Parties within the Work-Packageto the Co-ordinator.III.2.1.2III.2.1.3The Work-Package Leader shall not be entitled to act or to make legallybinding declarations on behalf of any other Party.If one or more of the Parties is late in submission of reports or deliverablesfor the Work-Package, the Work-Package Leader shall submit the otherParties' reports and deliverables for the Work-Package to the Co-ordinator indue time.III.3III.3.1General AssemblyComposition of the General AssemblyThe General Assembly is composed of one (1) duly authorised representative of eachParty.After having informed the others in writing, each Party shall have the right to replace itsrepresentative and/or to appoint a proxy although it shall use all reasonable endeavoursto maintain the continuity of its representation.Each representative shall have a named deputy.III.3.2III.3.2.1Decision Making in the General AssemblyThe General Assembly shall be chaired by the Co-ordinator's representative.The General Assembly shall meet three times during the Project in principleat the request of its chairman and possibly at other time when necessary.Meetings shall be convened by the chairman with at least fifteen (15)calendar days prior notice. The agenda of the meeting shall be delivered to allparties no later than seven (7) days before the meeting. The agenda shall be- Page 10 of 28 -

CAST Consortium Agreement [26-06-2006]proposed by the chairman. The agenda shall be deemed to be acceptedunless one of the Parties notifies the chairman and the other Parties inwriting of additional points to the agenda, at the latest two (2) working daysbefore the date of the meeting.Minutes of the meetings of the General Assembly shall be transmitted to theParties within thirty (30) calendar days after the date of the meeting. Theminutes shall be considered as accepted by the other Parties if, within fifteen(15) calendar days from receipt, no Party has objected in a traceable form tothe chairman.III.3.2.2III.3.2.3III.3.2.4Any decision requiring a vote at a General Assembly meeting must beidentified as such on the pre-meeting agenda, unless there is unanimousagreement to vote on a decision at that meeting and all Parties are present orrepresented.However, any decision required or permitted to be taken by the GeneralAssembly may be taken in accordance with the above (i) in meetings viateleconference and/or via email; (ii) without a meeting with prior notice of atleast seven (7) days and without a vote, if, in any such case, a consent inwriting, setting forth the decision so taken, is signed by the representativesof the Parties having not less than the minimum number of votes that wouldbe necessary to take such decision at a meeting at which all Parties entitledto vote on such decision were represented and were voting, and provided theconsent has been delivered for signature to all Parties' representatives.The General Assembly shall be responsible for the overall direction of theProject. To that end, the General Assembly shall have the following powers:(a)(b)(c)(d)(e)(f)(g)making proposals to the Steering Committee for the allocation of the Project’sbudget in accordance with the EU Contract for reviewing and proposing to theParties budget reallocations and making proposals to the Steering Committee for thecreation, modalities of use, management and release of Joint Funds;making proposals to the Parties for the review and/or amendment of the terms ofthe EU Contract;making proposals to the Parties (other than the Defaulting Party) to service ofnotices on a Defaulting Party in accordance with Section VI.3.2.2 hereof anddeciding to assign the Defaulting Party's tasks to a specific entity(ies) (preferablychosen from the remaining Parties);agreeing upon the proposal for the entering into the EU Contract and theConsortium Agreement of new Contractors for participation in the Project;making proposals upon the change and exchange of tasks between the Parties andpropose respective amendments in Annex I of the EU Contract in the event that thischange or exchange has an impact which goes beyond the scope of the Work-Package;approving the proposals for nominations of Subcontractors by one or more of theParties in the Work-Package which could have an affect on the Project as a whole;andgiving approval pursuant to Section III.6.3.3 and, where necessary, deciding torestrict such approval to certain terms of acquisition.- Page 11 of 28 -

CAST Consortium Agreement [26-06-2006]III.3.2.5III.3.2.6III.3.2.7III.3.2.8The General Assembly shall not deliberate and decide validly unless amajority of two-thirds (2/3) of its members are present or represented(“quorate”). Where decisions are to be taken unanimously, all Parties mustbe represented at the meeting.In voting each Party shall have one (1) vote. If the votes are divided equallythe chairman’s vote is decisive.In the cases of Section III.3.2.4 (a) and (b) hereof, decisions shall be takenunanimously by all of the Parties. In the case of Section III.3.2.4 (c) hereof,the decision shall be taken unanimously by all of the non-Defaulting Parties.In the cases of Section III.3.2.4 (d) and (e) hereof decisions shall be takenby a majority of 75% of the votes of Parties present or represented by proxyat a quorate meeting, provided always that in the cases of Section III.3.2.4(e) hereof a Party whose scope of work, time for performance, costs orliabilities are changed or whose information is to be published, disclosed orDisseminated or whose name is to be included in a press release, may vetosuch decisions.In the cases of Section III.3.2.4 (f) and (g) decisions shall be taken by themajority of the votes of the Parties present or represented by proxy at aquorate meeting.III.4III.4.1III.4.1.1Work-Package CommitteeComposition of the Work-Package CommitteeA Work-Package Committee is composed of one duly authorisedrepresentative of each Party participating in the same WP.After having informed the others in writing, each Party participating in thesame Work-Package shall have the right to replace its representative and/orto appoint a named proxy although it shall use all reasonable endeavours tomaintain the continuity of its representation.III.4.2III.4.2.1Decision Making in the Work-Package CommitteeThe Work-Package Committee shall be chaired by the Work-Package Leader'srepresentative.The Work-Package Committee shall meet twice a year in principle at therequest of its chairman and at other time when necessary.Minutes of the meetings of the Work-Package Committee shall be transmittedto each Party participating in that work Package and to the Co-ordinator.III.4.2.2The Work-Package Committee shall be responsible for the direction of theWork-Package and co-ordinating on a day-to-day basis the progress of thetechnical work under the Work-Package.III.5Steering Committee- Page 12 of 28 -

CAST Consortium Agreement [26-06-2006]III.5.1III.5.1.1III.5.1.2Composition of the Steering CommitteeThe Steering Committee shall consist of the representative of the Co-ordinatorand of the six representatives of the WP Leaders and the Quality AssuranceOfficer and a Secretariat.Any Steering Committee member may resign by delivering written notice to thechairman of the Steering Committee. Such resignation shall be effective uponreceipt unless it is specified to be effective at some other time or upon thehappening of some other event.III.5.2III.5.2.1Decision Making in the Steering CommitteeThe Steering Committee shall be chaired by the Co-ordinator's representative.The Steering Committee shall meet at least quarterly in principle at the requestof its chairman and possibly at other time when necessary at the request of oneof the Steering Committee members. Meetings shall be convened by thechairman with at least fifteen (15) calendar days prior notice. The chairmanshall deliver the agenda of the meeting at least seven (7) calendar days beforethe meeting. The agenda shall be proposed by the chairman. The agenda shallbe deemed to have been accepted unless one of the Steering Committeemembers notifies the chairman and the other Steering Committee members inwriting of additional points to the agenda, at the latest two (2) working daysbefore the date of the meeting.Minutes of the meetings of the Steering Committee shall be transmitted to theSteering Committee members within thirty (30) calendar days after the date ofthe meeting. The minutes shall be considered as accepted if, within fifteen (15)calendar days from receipt, no Steering Committee member has objected in atraceable form to the chairman.The agenda and the minutes of the meetings of the Steering Committee shallbe transmitted by the chairman of the Steering Committee to the Parties.III.5.2.2III.5.2.3III.5.2.4Any decision requiring a vote at a Steering Committee meeting must beidentified as such on the pre-meeting agenda, unless there is unanimousagreement to vote on a decision at that meeting and all Steering Committeemembers are present or represented.However, any decision required or permitted to be taken by the SteeringCommittee may be taken in accordance with the above (i) in meetings viateleconference and/or via email; (ii) without a meeting with prior notice of atleast seven (7) days and without a vote, if, in any such case, a consent inwriting, setting forth the decision so taken, is signed by the Steering Committeemembers having not less than the minimum number of votes that would benecessary to take such decision at a meeting at which all Board membersentitled to vote on such decision attended and were voting, and provided theconsent has been delivered for signature to all Steering Committee members.The Steering Committee shall be responsible and have the powers for thefollowing:(a)Deciding upon the allocation of the Project’s budget in accordance with the EUContract, reviewing and proposing to the Parties budget reallocations and decidingupon the creation, modalities of use, management and release of Joint Funds;- Page 13 of 28 -

CAST Consortium Agreement [26-06-2006](b)(c)(d)(e)(f)(g)making proposals to the General Assembly that the General Assembly should proposeto the Parties (other than the Defaulting Party) that they serve notice on a DefaultingParty in accordance with Section VI.3.2.2 hereof and that the General Assemblydecide to assign the Defaulting Party's tasks to specific entity(ies) (preferably chosenfrom the remaining Parties);without prejudice to Section IV, agreeing on the plan for using and disseminating theKnowledge in accordance with Article II.34.1 of the EU Contract;implementing Article II.12.1 of the EU Contract and deciding upon press releases and(without prejudice to Section IV) joint publications by the Parties with regard to theProject;deciding upon the technical roadmaps with regard to the Project;deciding upon the designation of a third party in charge of part of the managementof the Project;deciding upon measures in the framework of controls and audit procedures toensure the effective day-to-day co-ordination and monitoring of the progress of thetechnical work affecting the Project as a whole.III.5.2.5III.5.2.6III.5.2.7III.5.2.8The Steering Committee shall not deliberate and decide validly unless amajority of two-thirds (2/3) of its members are present or represented(“quorate”). Where decisions are to be taken unanimously, all SteeringCommittee members must be present or represented at the meeting.Each Steering Committee member shall have one (1) vote.In the case of Section III.5.2.4 (b) hereof the decision shall be takenunanimously by all of the Steering Committee members who arerepresentatives of non – Defaulting Parties.In the cases of Section III.5.2.4 (a), (c), (d), (e) and (f) hereof decisionsshall be taken by a majority of 75% of the votes of the Steering Committeemembers present or represented by proxy at a quorate meeting.In other cases not referred to in Section III.5.2.6 or III.5.2.7 hereof, decisionsshall be taken by the majority of the votes of the Steering Committeemembers present or represented by proxy at a quorate meeting, providedalways that a Steering Committee member who represents a any Partywhose scope of work, time for performance, costs or liabilities are changed orwhose information is to be published, disclosed or Disseminated or whosename is to be included in a press release, may veto such decisions. If thevotes are divided equally the chairman’s vote is decisive.III.6III.6.1Responsibilities of each PartyGeneral Responsibilities- Page 14 of 28 -

CAST Consortium Agreement [26-06-2006]III.6.1.1III.6.1.2Each Party undertakes to each other Party to use reasonable endeavours toperform and fulfil, promptly, actively and on time, all of its obligations underthe EU Contract and this Consortium Agreement.Each Party shall bear its own costs in connection with the making of theProposal, the negotiation of the EU Contract and the carrying out of theProject.III.6.2III.6.2.1Responsibilities towards the Co-ordinator, the WP Leader, theSteering Committee and the General AssemblyEach Party hereby undertakes to use reasonable endeavours to supplypromptly to the Co-ordinator or to the WP Leader, as the case may be, allsuch information (including information related to any change of control asreferred to in Annex II.3.1.c) or documents as the Co-ordinator (ifappropriate, acting on behalf of the Steering Committee or the GeneralAssembly) or the WP Leader (if appropriate, acting on behalf of WPCommittee), needs to fulfil obligations pursuant to this ConsortiumAgreement or the EU Contract.III.6.3III.6.3.1(a)(b)III.6.3.2III.6.3.3III.6.3.4Responsibilities towards Each OtherEach Party undertakes to use reasonable endeavours:to notify each of the Parties in the same Work-Package, or in the event noWork-Packages exist, in the Project promptly of any significant delay inperformance; andto inform other Parties in the same Work-Package, or in the event no Work-Packages exist, in the Project of relevant communications it receives from thirdparties in relation to the Work-Package or the Project.Each Party shall use reasonable endeavours to ensure the accuracy of anyinformation or materials it supplies hereunder or under the EU Contract andpromptly to correct any error therein of which it is notified. The recipientParty shall be entirely responsible for the use to which it puts suchinformation and materials.In addition to the obligations specified in Article II.36 of the EU Contract,each Party agrees not to use knowingly, as part of a deliverable or in thedesign of such deliverable or in any information supplied under thisConsortium Agreement or under the EU Contract, any proprietary rights of athird party for which such Party has not acquired the right to grant licencesand user rights to the other Parties in accordance with the EU Contract,unless all of the other Parties have accepted such use in writing, suchacceptance not to be unreasonable withheld.Each Party shall be fully responsible for the supervision of its Subcontractorsand shall enter into appropriate arrangements for such purpose with itsSubcontractors. These arrangements shall as appropriate require theobligations in this Consortium Agreement also apply to, and (where they apply)be fulfilled by, such Subcontractor.- Page 15 of 28 -

CAST Consortium Agreement [26-06-2006]IVIPR & ACCESS RIGHTSIV.1Additional DefinitionsPreferential Conditions means non-discriminatory and reasonable conditions, which arewhen taken as a whole more favourable to a Party being granted Access Rights than wouldbe the case in an equivalent arm’s length transaction under normal market conditions.Software means software programs being sequences of instructions to carry out a processin, or convertible into, a form executable by a computer or similar device or hardware andfixed in any tangible medium of expression.Software Documentation means Software information being technical information usedor, useful in, or relating to the design, development, use or maintenance of any version of aSoftware program.IV.2IV.2.1IV.2.1.1Intellectual Property RightsJoint OwnershipIf, in the course of carrying out work on the Project, a joint invention, design orwork is made (and more than one Party is contributor to it), and if the featuresof such joint invention, design or work are such that it is not possible toseparate them for the purpose of applying for, obtaining and/or maintaining therelevant patent protection or any other intellectual property right, the Partiesconcerned agree that they may jointly apply to obtain and/or maintain therelevant right.The Parties concerned shall seek to agree between them arrangements forapplying for, obtaining and/or maintaining such right on a case-by-case basis.Unless otherwise agreed during the period any such right is in force, the Partiesconcerned shall be entitled to use and to license such right without any financialcompensation to or the consent of the other Parties concerned.IV.2.1.2For the avoidance of doubt, joint ownership of an invention, design or workshall not affect the obligations arising under this Consortium Agreement or theEU Contract.IV.2.2Transfer of Employees' RightsIn addition to the obligations pursuant to the Article II.32.3 of the EU Contract,each Party shall ensure that it can grant Access Rights and fulfil the obligationsunder the EU Contract and this Consortium Agreement notwithstanding anyrights of its employees, or persons it engages to perform part of its share of theProject, in the Knowledge or Pre-existing Know-how they create after theeffective date of this Consortium Agreement as identified in Part I.IV.3Access Rights- Page 16 of 28 -

CAST Consortium Agreement [26-06-2006]IV.3.1IV.3.1.1IV.3.1.2IV.3.1.3(a)(b)IV.3.1.4IV.3.1.5IV.3.1.6General Principles relating to Access RightsAll Access Rights granted in accordance with this Section IV.3 are granted ona non-exclusive basis, expressly exclude any rights to sub-license unlessotherwise agreed herein, and save in exceptional circumstances shall bemade free of any transfer costs.Except as provided in this Section IV.3, Access Rights shall be granted inaccordance with and subject to the EU Contract. Knowledge and Pre-ExistingKnow-How shall be used only for the purposes for which Access Rights to ithave been granted and only for so long as is necessary for those purposes.In relation to the grant of Access Rights "needed" or "need" shall mean that,without the grant of such Access Rights:in the case of Access Rights granted for the execution of the Project, carryingout the tasks assigned to the recipient Party would be impossible,significantly delayed, or require significant additional financial or humanresources.in the case of Access Rights granted for Use, the Use of a defined andmaterial element of the recipient Party’s own Knowledge would be technicallyor legally impossible.The burden of proof in relation to a claimed need for Access Rights shall beon the receiving Party. Where Access Rights are deemed to have beengranted, the receiving Party shall provide such proof to the granting Partywithin 30 days of receipt of a written request. Subject to the receiving Partyacting in good faith, Access Rights for execution of the Project shall remain inforce pending the resolution of any dispute between the Parties over the needfor Access Rights.Any grant of Access Rights not covered by this Section shall be at theabsolute discretion of the owning Party and subject to such terms andconditions as may be agreed between the owning and receiving Parties.Disputes on Access RightsIn the event of a dispute between Parties with respect to the need for AccessRights for execution of the Project, the decision of the Steering Committeeshall be final and binding on all Parties. A member of the Steering Committeewho is associated with any of the Parties in dispute shall not participate in itsdeliberations or vote on its decision.IV.3.2Access Rights for the execution of the ProjectAccess Rights to Knowledge and Pre-Existing Know-How needed for theexecution of the Project shall be deemed granted, as of the date set out inthe Contract on a royalty-free basis to and by all Parties participating in theProject.IV.3.3Access Rights for UseAccess Rights to Knowledge resulting from the Project needed for Use shallbe granted upon written request on a royalty-free basis subject to Section- Page 17 of 28 -

CAST Consortium Agreement [26-06-2006]IV.3.1. to and by all Parties participating in the Project.Access Rights to Pre-Existing Know-How needed for Use shall be granted onPreferential Conditions to and by all Parties participating in the Projectsubject to a bilateral agreement between the Parties concerned.IV.3.4IV.3.4.1IV.3.4.2(a)(b)(c)(d)ResearchRecognizing the Parties' obligations to act in good faith, the Parties agreethat, to the extent such Access Rights are not already provided for by law,Access Rights for direct or indirect utilisation of Knowledge in researchactivities are deemed to have been granted to the other parties on a royaltyfreebasis as of the date set out in the EU ContractWhere research is carried out in collaboration with and/or for a third partyand it appears to the researching Party that the third party will require directaccess to the Knowledge of another Party, Access Rights to the saidKnowledge of another Party shall be granted to the third party on writtenrequest subject to the following:The researching Party shall in a traceable form (before starting or committingto start the research) inform the third party of such requirement, and shalluse reasonable endeavours to inform the owner of that Knowledge of suchrequirement in a traceable form.The owner having been so informed, shall:• not unreasonably delay his decision on whether or not to grant therequired third party Access Rights and• not unreasonably refuse to grant such rights on fair and reasonableterms but may, in good faith, so refuse on the grounds of businessinterest.If despite reasonable efforts on behalf of the researching Party, the ownercannot be so informed, the researching Party may carry out the researchwithout prejudice to the owner's rights to enforce its rights in any way itdeems fit against such third party.For the avoidance of doubt, the Parties agree that where such research doesnot result in direct access to another Party’s Knowledge by a third party (asexamples - producing research results which are available to the third partybut which contain hermetically-sealed Knowledge of another Party; usingKnowledge of another Party for in-house testing or diagnosis purposes indoing research), no further grant of Access Rights is necessary.IV.3.5Inability to grant Access Rights due to Third Party RightsWhen due to the existence of third party rights a Party is unable to grantAccess Rights which it reasonably believes that another Party will require, itwill promptly after receiving the request for Access Rights, notify such otherParty.IV.4IV.4.1ConfidentialityFor any document, information, Knowledge, Pre-existing Know-how or other- Page 18 of 28 -

CAST Consortium Agreement [26-06-2006]material communicated being confidential according to Article II.9 of the EUContract, the period of confidentiality shall be at least 3 (three) years fromthe date of disclosure, unless a longer period of confidentiality is provided forin the EU Contract.IV.4.2(a)(b)(c)IV.4.3For the avoidance of doubt, it is stated that the confidentiality obligationsunder the EU Contract and this Consortium Agreement shall not beinterpreted as to prevent the communication of informationas is needed to be communicated to comply with applicable laws orregulations or with a court of administrative order provided that insofar asreasonably possible the complying Party shall have informed the owner ofthe information of such need and shall have complied with such owner'sreasonable instructions designed to protect the confidentiality of suchinformation;subject to Section IV.4.3., to any Affiliate or to any other third party(including the Commission) insofar as needed for the proper carrying out ofthe EU Contract and/or this Consortium Agreement;subject to Section IV.4.3., to any third party (including to the public) asstrictly needed for technical reasons and insofar as needed for proper Use ofa Parties own Knowledge from the Project.As respects any permitted communication of any of the information referredto in the previous Section by the recipient Party to a third party (including butnot limited to its Affiliates) such Party will use reasonable endeavours toprocure due observance and performance by such third party of theundertakings referred to in the previous Section of this ConsortiumAgreement and all relevant undertakings in the EU Contract.IV.5IV.5.1Publications, Press Releases, Reports to theCommissionPublicationsIf the Parties have agreed a Project deliverable to be available to the public,any Party may Use information included in such Project deliverable withoutany notifications to the other Parties and without any other Parties' consent.In the publications proper references to the origin and generator of theinformation shall be made.For the avoidance of doubt it is stated that unless otherwise agreed betweenthe Parties concerned no Party shall have the right to publish or allow thepublication of data which includes Knowledge of another Party, Pre-ExistingKnow-How of another Party or confidential information of another Party evenwhere such data is amalgamated with such first Party’s Knowledge, PreexistingKnow-How or other information, document or material. Any use ofsuch other Party’s data justifies objection to the publication by the Partyconcerned in accordance with Article II.33.3 of the EU Contract.In case a Party objects to the publication of the data in accordance withArticle II.33.3 of the EU Contract, the Parties concerned shall use allreasonable endeavours to overcome such opposition (for example byamendment to the planned publication or by postponing such publication).The opposing Party shall not unreasonably continue the opposition if- Page 19 of 28 -

CAST Consortium Agreement [26-06-2006]appropriate actions have been taken.This Section IV.5.1 shall not prevent the submission, examination, publicationand defence of any dissertation or thesis for a degree which includesincidental and minor elements of Knowledge of another Party, Pre-ExistingKnow-How of another Party or confidential information of another Party incase the intention to make such dissertation or thesis has been notified to theother Parties in writing promptly as soon as such intention is foreseen.IV.5.2 Disclaimer & marking of confidential information provided to theCommissionIn addition to the Article II.12 of the EU Contract,(i)(ii)all information provided to the Commission, publications and press releasesshall have a disclaimer saying "The information in this document is providedas is and no guarantee or warranty is given that the information is fit for anyparticular purpose. The user thereof uses the information at its sole risk andliability.";confidential information provided to the Commission will be marked statingthe information is confidential and may be used only for information purposesby Community Institutions to whom the Commission has supplied it.- Page 20 of 28 -

CAST Consortium Agreement [26-06-2006]VLIABILITY AND INDEMNIFICATIONV.1 LiabilityV.1.1Liability towards each otherIn respect of information or materials supplied by one (1) Party to anotherhereunder or under the EU Contract, the supplier Party shall be under noobligation or liability other than as stated in Section III.6.3.2 hereof and nowarranty condition or representation of any kind is made, given or to beimplied as to the sufficiency, accuracy or fitness for purpose of suchinformation or materials, or, subject to Section III.6.3.3 hereof, the absenceof any infringement of any proprietary rights of third parties by the use ofsuch information and materials and the recipient Party shall in any case beentirely responsible for the use to which it puts such information andmaterials.V.1.2Liability towards third partiesSubject always to such other undertakings and warranties as are provided forin this Consortium Agreement and the EU Contract, each Party shall be solelyliable for any loss, damage or injury to third parties resulting from itscarrying out its parts of the Project and from its Use of Knowledge and/orPre-existing Know How.V.1.2.1(a)(b)(c)V.1.2.2Third parties (Subcontractors)Each Party shall be fully liable for the performance of any part of its share ofthe Project, or other EU Contract obligation, in respect of which it enters intoany contract with a third party (e.g. a Subcontractor) and shall ensure:such contracts enable fulfilment of the EU Contract;the other Parties’ Access Rights are the same as would have been the casehad the contracting Party performed its share of the Project and/or thoseobligations itself;the third party shall not have access to any other Party’s Knowledge or PreexistingKnow-how without that Party’s prior written consent.Each Party shall in writing inform the Co-ordinator asking for decision of theGeneral Assembly or Work-Package Committee, as applicable, if it intends toenter into a contract referred to in Section V.1.2.1 hereof (giving therationale therefore) if such an event has not been detailed in the EU ContractAnnex I and the contract is other than for less than 10% of its share of theProject.V.1.3Indemnification in the event of claims from the Commission- Page 21 of 28 -

CAST Consortium Agreement [26-06-2006]V.1.3.1Common FundBy decision of the General Assembly in accordance with Sections III.3.2.4(a), the Parties can establish a Common Fund in order to secureindemnification according to Section V.2 hereof in the event of application ofArticle II.18 of the EU Contract by the Commission. In this decision, theGeneral Assembly shall:• determine the amounts or percentage to be withheld by the Co-ordinatorfrom advance payments by the Commission (pursuant to the EUContract);• determine the modalities for use of the Common Fund;• detail the rules for management of the fund;• detail the conditions and/or time for the release of the reserves in wholeor in part.Any interest accrued by the Common Fund shall be divided among all non-Defaulting Parties according to their share in the Common Fund, where suchshare is calculated without the share of any Defaulting Party.The Common Fund, if not dissolved sooner pursuant to a General Assemblydecision, shall be dissolved on termination or expiry of the EU Contract anddistributed between the Parties as agreed by the Parties.V.1.4Indemnification by the Defaulting PartyIn any case where the Commission claims reimbursement in accordance withArticle II.18 of the EU Contract from a Party other than the Defaulting Party(hereinafter "Compensating Party"), the Compensating Party shall be entitledto seek full indemnification by the Defaulting Party.V.2 Indemnification in the event of claims between theParties, without Commission claimsEach Party shall indemnify each of the other Parties in respect of the acts oromissions of itself and of its employees, agents and Subcontractors providedalways that such indemnity shall not extend to claims for indirect orconsequential loss or damages such as but not limited to loss of profit,revenue, contract or the like and provided that the total limit of liability ofthat Party to all of the other Parties collectively in respect of any and all suchclaims shall not exceed twice that Party's Project Share. Any excess shall beapportioned between all the Parties pro rata to their Project Shares.V.3 Force MajeureNotwithstanding any provisions on Force Majeure provided for in Article II.4of the EU Contract, a failure in the performance of this ConsortiumAgreement cannot be imputed or assumed to a Party to the extent it is due to“Force Majeure”.- Page 22 of 28 -

CAST Consortium Agreement [26-06-2006]Each Party will notify the other Parties in writing of any “Force Majeure” orForce Majeure as soon as possible. The Parties shall discuss in good faith thepossibilities of a transfer of tasks affected by the event. Such discussionsshall commence as soon as reasonably possible. If such Force Majeure eventis not overcome within six (6) weeks after such notification, the transfer oftasks shall be carried out.- Page 23 of 28 -

CAST Consortium Agreement [26-06-2006]VIMISCELLANEOUSVI.1No partnership or agencyNothing in this Consortium Agreement shall create a partnership or agencybetween the Parties or any of them.VI.2AssignmentNo Party shall, without the prior written consent of the other Parties, orParties of its own WP, as applicable, assign or otherwise transfer partially ortotally any of its rights and obligations under this Consortium Agreement.Such consent shall not be unreasonably withheld or delayed when suchassignment or transfer is in favour of an Affiliate of that Party.VI.3VI.3.1Term and TerminationTermThis Consortium Agreement shall come into force as from the date defined inSection 1 of Part I, provided the Parties have signed this ConsortiumAgreement. However, this Consortium Agreement shall come into force forParties joining on the basis of a Declaration of Accession as from theAccession Date.This Consortium Agreement shall continue in full force and effect untilterminated in accordance with Section VI.3.2 hereof or complete discharge ofall obligations for the carrying out of the Project undertaken by the Partiesunder the EU Contract and under this Consortium Agreement, whichever isthe earlier.VI.3.2VI.3.2.1(a)(b)TerminationAfter signature of the EU Contract by the Co-ordinator, no Party shall beentitled to withdraw from this Consortium Agreement and/or participation inthe Project unless:always provided that the notifications set forth in Article II.15.1 of the EUContract are complied with, that Party has obtained the prior consent of theother Contractors, and also of the Commission, to the termination of itsparticipation in the EU Contract; orthat Party's participation in the EU Contract or the EU Contract is terminatedby the Commission pursuant to the provisions of Article II.15.2 of the EUContract, provided always that a Party shall not by withdrawal or terminationbe relieved from• its responsibilities under this Consortium Agreement or the EUContract in respect of that part of that Party's work on the Projectwhich has been carried out (or which should have been carried out)up to the date of withdrawal or termination; or• without prejudice to the provisions of Section V hereof any of its- Page 24 of 28 -

CAST Consortium Agreement [26-06-2006]obligations or liabilities arising out of such withdrawal ortermination.VI.3.2.2VI.3.2.3In the event of a substantial breach, but not in case of “Force Majeure” (asset out in Section V.3 hereof), by a Party of its obligations under thisConsortium Agreement or under the EU Contract which is irremediable orwhich is not remedied within one (1) month of written notice from the otherParties, acting jointly, or from the Co-ordinator, acting on the basis of adecision taken by the General Assembly in accordance with Section III.3.2.4(c), such notice requiring that the default be remedied, the other Parties orthe Co-ordinator (as the case may be) may terminate this ConsortiumAgreement with respect to the Defaulting Party concerned by not less thanfourteen (14) days written notice. Without prejudice to the provisions ofSection IV such termination shall become effective with respect to suchDefaulting Party as of the date of such notice.If any Party's participation in the EU Contract is terminated by theCommission pursuant to the provisions of Article II.15.5 of the EU Contract,or a Party withdraws from the Project, then, without prejudice to any otherrights of the other Parties the provisions of Sections IV and V.2 hereof shallapply correspondingly.VI.3.3VI.3.3.1VI.3.3.2General Provisions relating to TerminationThe provisions of Section I, III.6.3, IV, V, VI.4, VI.5, VI.6 and VI.7 hereofshall survive the expiration or termination of this Consortium Agreement tothe extent needed to enable the Parties to pursue the remedies and benefitsprovided for in those Sections.For the avoidance of doubt, termination or withdrawal shall not affect anyrights or obligations incurred prior to the date of the termination unlessotherwise agreed in the EU Contract or in this Consortium Agreement.VI.4VI.4.1VI.4.2Settlement of DisputesAll disputes or differences arising in connection with this ConsortiumAgreement which cannot be settled amicably shall be subject to thejurisdiction of the appropriate national court of the Party who would be theprospective defendant in legal action on the issue.The Parties concerned may instead elect to resolve by mediation a dispute ordifference arising in connection with this Consortium Agreement which cannotbe settled amicably.VI.5LanguageThis Consortium Agreement is drawn up in English which language shallgovern all documents, notices and meetings for its application and/orextension or in any other way relative thereto.VI.6Notices- Page 25 of 28 -

CAST Consortium Agreement [26-06-2006]VI.6.1VI.6.2Any notice to be given under this Consortium Agreement shall be in writing tothe addresses and recipients listed in Section 5 of Part I or to such otheraddress and recipient as a Party may designate in respect of itself by writtennotice to the others. Notices shall be deemed to have been served whenpersonally delivered, or, if transmitted by telefax, electronic or digitaltransmission when transmitted provided that such transmission is confirmedby receipt of a successful transmission report and the notice is confirmed bymail.Written communication by means of registered letter with acknowledgementof receipt, shall be used for notices provided for in Article II.7 of the EUContract and for notices and communications provided for in SectionsIII.3.2.3, III.5.2.3, VI.2, VI.3.2, and VI.8.1.2 hereof.VI.7Applicable LawThis Consortium Agreement shall be construed according to and governed bythe law provided in Article 12 of the EU Contract.VI.8VI.8.1VI.8.2VI.8.3Entire Agreement - Amendments - SeverabilityThis Consortium Agreement and the EU Contract constitute the entireagreement between the Parties in respect of the Project, and supersede allprevious negotiations, commitments and writings concerning the Projectincluding any memorandum of understanding between the Parties (whetheror not with others) which relate to the Project or its proposal to theCommission.Amendments or changes to this Consortium Agreement shall be valid only ifmade in writing and signed by an authorised signatory of each of the Parties.If one or more of the provisions contained in this Consortium Agreement orany documents executed in connection herewith are found by theCommission or a competent court or authority to be invalid, illegal, orunenforceable in any respect under any applicable law, including competitionlaw, the validity, legality, and enforceability of the remaining provisionscontained herein shall not in any way be affected or impaired, provided, thatin such case the Parties oblige themselves to use all reasonable efforts toachieve the purpose of the invalid provision by a new legally valid stipulationthat cause the same or similar (economic) benefit or burden.VI.9CounterpartsThis Consortium Agreement shall be executed in 38 counterparts, all of whichtogether shall constitute one and the same instrument. The Co-ordinator andevery Party shall each initial and sign two (2) counterparts.The Co-ordinator has an obligation to send copies of all the signedcounterparts to each Party within sixty (60) days of receipt of the signedcounterparts.***- Page 26 of 28 -

CAST Consortium Agreement [26-06-2006]CAST CONSORTIUM AGREEMENTPart IIIThe Project consists of the following Work-Packages:WP0 – Overall Coordination and QA (Leader: IBSR/BIVV)WP1 – Road user model (Leader: TOI)WP2 – Campaign evaluation (Leader: IBSR/BIVV)WP3 – Manual to design and implement road safety campaigns (Leader: INRETS)WP4 – Testing the evaluation methodology (Leader: VTI)WP5 – Pan-European road safety campaign (Leader: IBSR/BIVV)WP6 – Dissemination (Leader: PRP)- Page 27 of 28 -

CAST Consortium Agreement [26-06-2006]CAST CONSORTIUM AGREEMENTPart IVDeclaration of Accession to the Consortium Agreement(to be filled in by each participant joining the Project after the date of commencement ofthe Project identified in Part I or after the date of signature of this Consortium agreement)[name of Party (legal entity)],represented for the purpose hereof by[name and title of person written out in full (person legally authorised to act on behalf ofthe legal entity)]acting as its legal authorised representative, hereby consents to become a Party to theConsortium Agreement [identification of final version of the Consortium Agreement](relating to Project [title])and accepts all the rights and obligations of a Party.Done in 2 copies, of which one shall be kept by the Co-ordinator and one (1) by[name of Party (legal entity)].Name of Legal Entity [name of Party]Name of legally authorised representative (written out in full)Title of legally authorised representativeSignature of legally authorised representativeDateName of Legal Entity [name of Co-ordinator]Name of legally authorised representative (written out in full)Title of legally authorised representativeSignature of legally authorised representativeDate- Page 28 of 28 -