Consortium Agreement of the Specific Targeted Research Project

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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 -
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Consortium Agreement of the Specific Targeted Research Project

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