Consortium Agreement of the Specific Targeted Research Project

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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 -
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Consortium Agreement of the Specific Targeted Research Project

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