Centre for Expertise in Energetic Materials (CEEM)

Framework Document

An initiative of:

Contents

1. Background ......................................................................................................... 1

2. Vision .................................................................................................................. 2

3. Objectives ........................................................................................................... 3

4. Key Focus Areas ................................................................................................ 4

5. Management ....................................................................................................... 5

6. Funding ............................................................................................................... 9

7. Membership ...................................................................................................... 11

8. Benefits ............................................................................................................. 12

9. Performance Measures..................................................................................... 13

10. Research and Intellectual Property ................................................................... 14

© Flinders University 2012

Centre for Expertise in Energetic Materials - Overview

Research Tasks Using

Task Fund

Research Projects

Using CEEM Fund

Solutions IP

Capabilities IP

Commercialisation

DSTO CEEM

Members Flinders

University

Expertise, Facilities

Expertise & Management Contributor

Fee/In-kind

Facilities Administration

Fee/In-kind Expertise, Facilities

CEEM Management Committee

Technical Committee

DSTO

CEEM Members

External Grants

Proposal

Proposal

Proposal

$$

Flinders

Industry

DSTO

CEEM Members

Task, $

Task, $

Task, $

Associate Members

Stream 1 Stream 2

1. Background In 2007, the Defence Science and Technology Organisation (DSTO) and Flinders University of South Australia (Flinders) (the 'Founding Members') established a Centre of Expertise in Energetic Materials (CEEM) to conduct fundamental and applied research in energetic materials. CEEM brings together an exciting combination of the characterisation and synthesis capabilities of Flinders and the energetic materials expertise and infrastructure of DSTO. Building on the success of CEEM, DSTO and Flinders see benefits in furthering this collaboration and desire to expand CEEM to allow industry and other academic institutions to become members of CEEM and participate in CEEM activities, by renewing CEEM as described in this framework.

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2. Vision The Founding Members intend that CEEM will be a world leading collaborative research facility in the field of energetic materials, providing excellence in research and education.

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3. Objectives 3.1 CEEM will provide a secure and safe dedicated national hub to facilitate

cooperative research in the field of energetic materials.

3.2 CEEM will contribute to tackling the decline in research expertise in energetic materials in Australia.

3.3 CEEM will develop knowledge and capabilities in the field of energetic materials.

3.4 CEEM will be instrumental in establishing world leading education and training in energetic materials at Flinders University of South Australia.

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4. Key Focus Areas CEEM will undertake research and development in the field of energetic materials and in particular the following key focus areas:

Safety and Environment • Remediation • Demilitarisation and recycling • Waste disposal • Hazards and sensitivity • Green munitions, green manufacturing • Surveillance and service life

Materials and Properties • New ingredients • Improved understanding of existing

ingredients • Improved application of existing

ingredients • Materials ageing • Decomposition/destruction of energetic

materials

Detection and Analysis • Detection and analysis of energetic

materials including homemade explosives

• Detection and analysis of decomposition products

• Detection and analysis of detonation products

• Analytical techniques

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5. Management Flinders hosts CEEM on its premises and will manage the day-to-day operations of CEEM and enter contractual relationships in connection with CEEM activities. CEEM will operate under the direction of the Director of CEEM. CEEM will be operated with the input of a CEEM Management Committee and will be supported by a CEEM Technical Committee. 5.1 Management Committee

Flinders will be responsible for the good governance of CEEM. The Management Committee will review CEEM’s progress, provide input to assist Flinders to address administrative and management issues and provide high level research and operations guidance. The Management Committee may also identify other research areas and researchers that will contribute to and enhance CEEM’s capabilities. Whilst the only members of CEEM are the Founding Members, the Management Committee will comprise of eight official representatives, with Flinders and DSTO each contributing four official representatives. The Management Committee will be chaired by the Director of CEEM, being a Flinders-appointed person. The Management Committee will have the following initial structure and its decisions will be based on mutual agreement:

Chair: Director of CEEM - Flinders-appointed. Deputy Chair: DSTO-appointed. Representatives: 3 appointed by Flinders 3 appointed by DSTO Ex-official: 1 Flinders-appointed Ex-official: 1 DSTO-appointed

As other Members join CEEM they will be entitled to nominate their own representative to join the Management Committee.1 5.1.1 Director of CEEM The Director of CEEM, on behalf of Flinders, will be responsible for carrying out the day-to-day management functions of the CEEM within this CEEM Framework and in accordance with the CEEM contracts in effect from time to time (for example, any Task Agreements). The Director will also have regard to the input of the Management Committee. The Director's duties and responsibilities will include: 1 Only Members who have contributed a $50k cash contribution will be entitled to nominate a representative on the Management Committee. Associate Members are not entitled to nominate any representatives.

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• Ensuring CEEM performs at a standard acceptable to the Management Committee;

• Producing annual reports on CEEM activities; • Coordinating research activities and reporting to the Management

Committee; • Strategic direction – developing policies, goals, strategies and

targets for the Management Committee to consider; • Performance – implementing the agreed strategy by assembling

appropriate resources and managing them to achieve the performance targets;

• Risk – identifying and evaluating risks inherent in the strategy and implementation plans and managing the risks exposures;

• Compliance – meeting all corporate, contractual, legal and regulatory requirements;

• Representing CEEM and actively promoting CEEM activities and interests to relevant industry and community;

• Managing the CEEM Fund; and • Approving CEEM membership, subject to the recommendation of

the Management Committee.

5.1.2 Terms of Reference

The Management Committee’s key functions include providing input and guidance to Flinders on:

• Setting strategic direction, formulating strategic plans involving research and education;

• Resources, including appointment of senior CEEM staff and succession planning;

• Performance monitoring; • Oversight of the Technical Committee; • Compliance with corporate, legal and regulatory requirements; • Risk management; • Accountability to the CEEM Members; • Reviewing membership requirements and charges; • Identification of potential new Members; and • Consideration of membership applications and provision of a

recommendation to the Director to allow membership where appropriate.

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5.1.3 Meetings The Management Committee will meet at least once per calendar year to review, among other things, CEEM’s activities and progress. The Director of CEEM will arrange the distribution of agenda and minutes of the previous meeting to the Management Committee at least one week prior to the meeting. 5.2 Technical Committee The CEEM Technical Committee will meet at least quarterly and will provide input and guidance to Flinders on technical matters concerning CEEM, including by providing input as Flinders undertakes the following:

• Setting the technical direction for CEEM; • Developing and maintaining a technical roadmap; • Assessing, approving and managing CEEM project proposals; • Assessing, approving and managing research task requests from

DSTO, Members and industry; • Identifying external funding and collaboration opportunities and

seeking grants to support CEEM activities; • Overseeing progress of CEEM activities and reporting to the

Management Committee; • Facilitating and overseeing students’ involvement in CEEM

activities; • Facilitating Members' CEEM activities at Flinders University; • Identifying development opportunities for staff and students

involved in CEEM; • Training courses – developing training courses to be conducted by

CEEM and preparing training materials for training courses conducted by CEEM;

• Lecturing and providing seminar presentations relating to CEEM activities;

• Conferences – approving attendance & expenditure from the CEEM Fund;

• Planning and conducting a biennial CEEM workshop; • Preparation of annual reports; • Developing and implementing safety procedures and training

requirements for CEEM; • Facilitating engagement with Flinders' academic community on

CEEM activities; and • Promoting CEEM and CEEM membership where appropriate.

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Whilst the only members of CEEM are the Founding Members, the Technical Committee will comprise six persons, with Founding Members Flinders and DSTO each contributing three technical representatives with appropriate experience. Each CEEM Member is entitled to appoint one representative to the Technical Committee. Associate Members are not entitled to appoint any representatives to the Technical Committee. The Technical Committee will have the following structure and its decisions will be based on majority votes:

Chair: DSTO-appointed Deputy Chair: Flinders-appointed Representatives: 2 appointed by Founding Member Flinders 2 appointed by Founding Member DSTO 1 appointed by each CEEM Member

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6. Funding CEEM will be primarily funded by membership fees. DSTO's membership fee will be $100,000 (ex GST) for the Contract Period. DSTO will also provide the services of technical experts and access to certain relevant facilities on a case by case basis as deemed appropriate by DSTO for the support of the Research Projects. Flinders will not pay membership fees, but will be responsible for operating and managing CEEM and will contribute the services of in-kind technical experts, appropriate facilities and administrative support for the operations of CEEM and for the support of Research Projects.

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CEEM’s secondary income stream will comprise of a retention of a portion of Research Task funding. A tertiary income stream may also come from research grants from government entities such as the Premier’s Science Research Fund, ARC, CRC and like funding entities. If there is commercialisation of the IP developed during Research Projects, a portion of the profits from the commercialisation must be diverted to the CEEM Fund as per the CEEM Establishment Agreement and guideline given in the Table at clause 1, item 10 below. In the long term, it is expected that CEEM will be self-sufficient, relying on its own commercial and consulting incomes.

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7. Membership CEEM membership is open to relevant industry, academic institutions and funding agencies from within and outside of Australia. The Management Committee may also recommend that Flinders invite experts from industry and the academic community to be Associate Members of CEEM. CEEM provides the following membership structure and benefits: Fee Benefits

Founding Members DSTO and Flinders University, being the organisations responsible for establishing CEEM

DSTO - $100k for Contract Period Flinders - in-kind

equivalent

• 4 seats each on the Management Committee

• 3 seats each on Technical Committee • A 20% discount on the standard

research funding model (as implemented by Flinders) for research work provided by CEEM

• Ability to propose Research Projects • Access to CEEM capabilities,

expertise and CEEM IP

CEEM Members businesses in a field relevant to CEEM’s objectives or not-for-profit organisations which have as their core function, or as one of their core functions, the conduct and provision of research activities and which have acceded to the CEEM Establishment Agreement

$50k per annum • 1 seat on the Management Committee • 1 seat on Technical Committee • A 20% discount on the standard

research funding model (as implemented by Flinders) for research work provided by CEEM

• Ability to propose Research Projects • Access to CEEM capabilities,

expertise and CEEM IP

Associate Members Persons who or organisations which have signed Terms of CEEM Associate Membership

NIL • Links to other experts in the field • Ability to contribute to knowledge

creation and sharing • Ability to participate in selected

projects and tasks in CEEM (subject to entering applicable agreement/s)

• Ability to propose Research Projects

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8. Benefits The success of CEEM will bring many benefits to all parties and the community at large. Some of the benefits may include:

 

1. Furthering fundamental and applied research;

2. Increased chance of success through collaboration and pooling of

funds;

3. Graduates with energetic materials experience/knowledge as

potential recruits/contractors;

4. Access to unique research capabilities and facilities;

5. Developing links to experts in industry, academia and defence;

6. Contributing to the development of knowledge and skills in energetic

materials;

7. Enhanced capabilities, knowledge and IP in energetic materials;

8. Increased opportunities for students education and academic

excellence;

9. Increased opportunities for research collaboration nationally and

internationally;

10. Leverage of funds and grants to tackle complex challenges in

energetic materials; and

11. Expansion of the “energetic materials community” in Australia into the

academic sphere.

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9. Performance Measures The Management Committee will gauge CEEM’s performance for a given calendar year based on the following measures:

• Number of defence and non-defence research tasks;

• Number of completed research projects;

• Number of students enrolled (honours and postgraduate);

• Number of students obtaining a graduate qualification (e.g. Honours,

Masters, PhD);

• Number of workshops conducted;

• Number of funding applications;

• Papers published at conferences, journal articles and book chapters;

• Invited talks and review papers;

• Joint papers written (including DSTO and industry reports);

• Cross divisional interactions resulting from the research activities;

• Visits and attachments of eminent scientists;

• Visits to CEEM by academics, industry bodies or national/international

government bodies;

• Incorporation of materials of direct relevance to CEEM in the teaching

programs at Flinders;

• Coverage/highlights of CEEM in defence communications (e.g.

Australian Defence Magazine, Australian Defence Science,

Connections), the wider press or trade shows;

• CEEM membership; and

• Amount of funds attracted by CEEM.

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10. Research and Intellectual Property CEEM conducts research activities in two streams. In the first stream, CEEM conducts research projects in the key focus areas that are critical to building CEEM capabilities to fulfill its vision. These research projects are funded by CEEM’s Collaboration Fund and will typically involve students. In this stream, CEEM may take part in conducting research projects that are funded by grants from other government entities such as the Premier’s Science Research Fund, ARC, CRC and like funding entities. The intellectual property outputs from this research stream are considered CEEM IP and are treated as shown in the table below.

Research Project IP

Background IP (contributed to a Research Project by Founding Members, CEEM Members or Associate Members)

Project IP (includes all reports, data, analysis and findings)

Flinders Flinders will receive a free, perpetual, world-wide, non-exclusive licence to use and sublicense the use of Background IP for the purposes of CEEM and Research Projects and for the purposes of exercising its rights in Project IP, but excluding commercialisation rights. If Flinders (or, where permitted, another Party) wishes to use Background IP from another Party for the purposes of commercialisation of Project IP, both parties will negotiate in good faith to agree a non-exclusive licence based on arm's length commercial terms.

Project IP will vest in Flinders, including the right to commercialise. Net commercialisation profits received by Flinders will be distributed between the CEEM Fund, Flinders and Flinders Inventors in accordance with the Flinders University IP Policy.

DSTO DSTO will receive a free, perpetual, world-wide, non-exclusive licence to use and sublicense the use of Background IP for the purposes of CEEM and Research Projects and for the purposes of exercising its rights in Project IP (including for Commonwealth Purposes), but excluding commercialisation rights.

DSTO will receive a free, perpetual, world-wide, non exclusive licence to use and sublicense the use of all Project IP for Commonwealth Purposes, excluding the right to commercialise.

CEEM Members

Each CEEM Member will receive a free, perpetual, world-wide, non-exclusive licence to use the Background IP for the purposes of CEEM and Research Projects and for the purposes of exercising its rights in Project IP, but excluding commercialisation rights.

Each CEEM Member will receive a free, perpetual, world-wide non-exclusive licence to use the Project IP for its own internal purposes, including research and academic purposes, but excluding the right to commercialise.

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Research Project IP (cont.)

Background IP (contributed to a Research Project by Founding Members, CEEM Members or Associate Members)

Project IP (includes all reports, data, analysis and findings)

CEEM Members

CEEM Members may require Flinders to grant a non-exclusive licence to commercialise Project IP in return for royalty payments on standard commercial terms if, after 12 months from the creation of that Project IP, Flinders does not commence commercialisation of that Project IP.

Associate Members

Each Associate Member will receive a free, perpetual, world-wide, non-exclusive licence to use the Background IP for the purposes of CEEM and Research Projects and for the purposes of exercising its rights in Project IP, but excluding the right to commercialise. This licence only applies in respect of Background IP contributed to Research Projects in which the Associate Member participated.

Each Associate Member will receive a free, perpetual, world-wide, non-exclusive licence to use the Project IP arising out of the Research Projects in which they participated, for internal research and academic purposes only and excluding the right to commercialise.

Students Each student will receive rights in respect of Background IP contributed to Research Projects in which the student participated to publish their thesis and satisfy academic requirements

Each student will receive rights in respect of Project IP arising from Research Projects in which the student participated to publish their thesis and satisfy academic requirements.

Important note: The table above provides a summary only of the rights that will generally apply in relation to Research Project Background IP and Project IP. For complete details, refer to the CEEM Establishment Agreement, relevant Statement of Work of a Research Project or other agreement.

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In the second stream of research activity, CEEM conducts research tasks in its areas of expertise. These research tasks are initiated and funded by the task proposer/owner. These research tasks may be proposed by DSTO, Members or the community at large. The intellectual property outputs from this research stream are treated as shown in the table below.

Research Task IP

Background IP (contributed to a Research Task by Founding Members, CEEM Members, Associate Members or Task Funders)

Task IP (includes all reports, data, analysis and findings)

Founding Members Unless specified otherwise in a Task Agreement, Founding Members will receive a free, perpetual, world-wide, non-exclusive licence to use and sublicense the use of Background IP for the purposes of the Research Task and for the purposes of exercising their rights in Task IP, but excluding commercialisation rights. For the Commonwealth, this includes rights to use and sublicense the use of the Background IP for Commonwealth Purposes.

Unless specified otherwise in a Task Agreement, Founding Members will receive a free, perpetual, world-wide, non-exclusive licence to use and sublicense the use of Task IP for (in the case of Flinders) internal research and academic purposes and (in the case of the Commonwealth) Commonwealth Purposes, but excluding the rights to commercialise.

CEEM Members As set out in the specific Task Agreement.

As set out in the specific Task Agreement.

Associate Members As set out in the specific Task Agreement.

As set out in the specific Task Agreement.

Students Unless specified otherwise in a Task Agreement, each student will receive sufficient rights in respect of Background IP contributed to Research Tasks in which the student participated to publish their thesis and satisfy academic requirements. Students will retain copyright in their thesis. Each Task Funder may impose confidentiality provisions in accordance with Flinders Policy.

Unless specified otherwise in a Task Agreement, each student will receive sufficient rights in respect of Task IP contributed to Research Tasks in which the student participated to publish their thesis and satisfy academic requirements. Students will retain copyright in their thesis. Each Task Funder may impose confidentiality provisions in accordance with Flinders Policy.

Task Funders Unless specified otherwise in a Task Agreement, Task Funders will receive a free, perpetual, world-wide, non-exclusive licence in respect of Background IP contributed to the Research Task they funded for the purposes of exercising their rights in Task IP.

Unless specified otherwise in a Task Agreement, Task Funders receive full ownership of Task IP including commercialisation rights (excluding rights in student theses).

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Important note: The table above provides a summary only of the rights that will generally apply in relation to Research Task Background IP and Task IP. IP treatment for a Research Task may be changed by the specific Task Agreement. For example, where critical Background IP is involved, a specific licensing arrangement may need to be established between the Task Funder and the Background IP owners.

© Flinders University 2012

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For further information please contact: Stewart Walker - Director Centre for Expertise in Energetic Materials Telephone: (08) 8201 2406 Email: stewart.walker@flinders.edu.au