KICK-OFF MEETING May 10-11, 2010

NOV-3733-SL-9316 Carbones KOM - May 10-11, 2010 – Toulouse, France

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KICK-OFF MEETING

May 10-11, 2010

Référence Carbones KOM - May 10-11, 2010 – Toulouse, France

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Just a reminder of main provisionsJust a reminder of main provisions

Please refer to Consortium Agreement for detailsPlease refer to Consortium Agreement for details

Remember: if conflict between Consortium Remember: if conflict between Consortium Agreement and Grant Agreement, Grant Agreement Agreement and Grant Agreement, Grant Agreement prevails. prevails.

Consortium Agreement - Reminder


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Signed by all CARBONES PartnersSigned by all CARBONES Partners

Commitment of all PartnersCommitment of all Partners to take part in the efficient implementation of the Project

to cooperate, perform and fulfil, promptly and on time, all of their obligations under the Grant Agreement and this Consortium Agreement

to notify promptly, any significant information, fact, problem or delay likely to affect the Project

to provide promptly all information reasonably required by a Consortium Body or by the Coordinator to carry out its tasks

to take reasonable measures to ensure the accuracy of any information or materials it supplies to the other Partners



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Breach under the CA or GA: Coordinator requests this Breach under the CA or GA: Coordinator requests this Partner (written notification) to remedy the breach Partner (written notification) to remedy the breach within within 30 calendar days 30 calendar days

If not done or not possible: the Partner may be declared a Defaulting Party by the General Assembly, who will decide on the consequences (may even be termination of Partner’s participation)

Involvement of third PartiesInvolvement of third Parties

The Partner that enters into a subcontract or involves third Parties remains solely responsible for carrying out its relevant Part of the project

Subcontractors / third Parties are bound by non-disclosure provisions



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LiabilityLiability

Limitation of Partners’ liability towards the rest of Consortium Partners – except in case of wilful act, gross negligence or breach of confidentiality (financially speaking, maximum liability = 1x the Partner’s share of the total costs of the Project as defined in GA)

General idea: each Partner is solely responsible towards third Parties, no collective responsibility of the CARBONES Consortium, no representation by a Partner of another one



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BackgroundBackground

The Parties and Third Parties linked to a Party agree and acknowledge that data, models, systems and know-how used as Background are the property of the one who brings them to the Project

ForegroundForeground

The Parties and Third Parties linked to a Party agree and acknowledge that data, models, systems and know-how developed as Foreground during the Project are the property of the one who produced them



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Non-disclosure: Recipients of Confidential Non-disclosure: Recipients of Confidential Information undertake during and for a period of 5 Information undertake during and for a period of 5 years after the end of the Project:years after the end of the Project:

not to use Confidential Information otherwise than for the purpose for which it was disclosed;

not to disclose Confidential Information to any third Party without the prior written consent by the Disclosing Party;

to ensure that internal distribution of Confidential Information by a Recipient takes place on a strict need-to-know basis; and

to return to the Disclosing Party on demand all Confidential Information which has been supplied to or acquired by the Recipients



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Meetings (written notice compulsory)Meetings (written notice compulsory)

Notice of a meeting (ordinary / extraordinary)

General Assembly: 30 / 15 calendar days

WP leaders: 15 / 7 calendar days

Agenda

General Assembly: 15 / 7 calendar days


Adding agenda items General Assembly: 7 / 3 calendar days




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Minutes of meetingsMinutes of meetings

Formal record of all decisions made

Draft to all members within 15 calendar days

Minutes are considered accepted if no objection in writing to the chairperson within 15 calendar days

Coordinator keeps them recorded



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Voting rules and quorumVoting rules and quorum

Quorum = three-fourths (3/4) of the members of the Consortium Body are present or represented

Each Party present or represented = 1 vote

Defaulting Party members may not vote

Decisions shall be made by a majority of votes (if tie of votes, the chairperson has the decisive vote)

Decisions in the General Assembly require a two-third (2/3) majority


KICK-OFF MEETING May 10-11, 2010

Documents

Transcript of KICK-OFF MEETING May 10-11, 2010