Consortium Agreement of the Specific Targeted Research Project

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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 -
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Consortium Agreement of the Specific Targeted Research Project

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