Consortium Agreement V2 ERA-NET Cofund on Blue Bioeconomy · 2020-01-28 · 7.6 Cost of Certificates of the Financial Statement ... 26 A, Kobenhavn K 1100, Denmark, hereafter IFD,

Consortium Agreement V2

ERA-NET Cofund on Blue Bioeconomy

Unlocking the Potential of Aquatic Bioresources

(BlueBio)

12.07.2019

Project no: 817992 Project title: ERA-NET Cofund on Blue Bioeconomy (BlueBio) – Unlocking the Potential of Aquatic Bioresources Instrument: ERA-NET Cofund Actions

Project start date: 1 December 2018

BlueBio - Consortium Agreement V2 Project 817992

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Overview Section 1: Definitions................................................................................................................ 7

1.1 Definitions .................................................................................................................... 7

1.2 Additional Definitions ................................................................................................... 7

Section 2: Purpose .................................................................................................................... 8

Section 3: Entry into force, duration and termination ............................................................ 8

3.1 Entry into force ............................................................................................................. 8

3.2 Duration and termination .............................................................................................. 8

3.3 Survival of rights and obligations .................................................................................. 8

Section 4: Responsibilities of Parties ..................................................................................... 9

4.1 General principles ........................................................................................................ 9

4.2 Breach ......................................................................................................................... 9

4.3 Involvement of third parties .......................................................................................... 9

Section 5: Liability towards each other ................................................................................. 10

5.1 No warranties ..............................................................................................................10

5.2 Limitations of contractual liability .................................................................................10

5.3 Damage caused to third parties ..................................................................................10

5.4 Force Majeure .............................................................................................................10

Section 6: Governance structure ........................................................................................... 11

6.1 General structure ........................................................................................................11

6.1.1 Support structure ..................................................................................................11

6.2 General operational procedures for all Consortium Bodies .........................................11

6.2.1 Representation in meetings ..................................................................................11

6.2.2 Preparation and organisation of meetings ............................................................12

6.2.3 Quorum and voting rules ......................................................................................13

6.2.4 Veto rights ............................................................................................................13

6.2.5 Minutes of meetings .............................................................................................14

6.3 Specific operational procedures for the Consortium Bodies ........................................14

6.3.1 Governing Board ..................................................................................................14

6.3.2 Call Secretariat .....................................................................................................15

6.3.3 Executive Team (ET) ............................................................................................16

6.3.4 Coordinator ...........................................................................................................16

6.3.5 Call Steering Committee (CSC) ............................................................................17

6.3.6 Advisory Board (AB) .............................................................................................18

6.3.6 Value Chain Supervisors (VCS) ............................................................................18

Section 7: Financial provisions ............................................................................................. 19

7.1 General Principles .......................................................................................................19

7.1.1 Overview ..............................................................................................................19

7.1.2 Distribution of the EU Funding ..............................................................................19


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7.1.3 Justifying Costs towards the Funding Authority ....................................................20

7.1.4 Financial Consequences of the termination of the participation of a Party ............20

7.2 Payments ....................................................................................................................20

7.3 Withholding of Payments ............................................................................................20

7.4 Budgeting....................................................................................................................20

7.4.1 Share of implementation costs..............................................................................21

7.4.2 Justifying implementation costs for the Cofund Action ..........................................23

7.4.3 Payment Schedule for implementation costs for the Cofund Action ......................23

7.4.4 Unit Costs Reporting ............................................................................................23

7.4.5 Travel/Subsistence costs for Network Meetings ...................................................23

7.4.6 Reserve Fund .......................................................................................................23

7.4.7 Funding of Support to Trans-national Projects ......................................................24

7.4.8 National/ regional budget of the Co-funded Call ...................................................24

7.4.9 Payment budget from the Funding Authority and the Coordinator .........................26

7.5 Return of excess payments; receipts ..........................................................................26

7.6 Cost of Certificates of the Financial Statement ............................................................27

7.7 Insufficient financial contribution of the Funding Authority ...........................................27

7.7.1 Less EU-Top-up than foreseen for the Co-funded Call .........................................27

7.7.2 Fewer Units than foreseen in the Consortium Plan ...............................................28

7.7.3 No financial contribution of the Funding Authority .................................................28

Section 8: Call Implementation .............................................................................................. 29

8.1. Selection Process ......................................................................................................29

8.1.1 Pre-Proposal Step 1 .............................................................................................29

8.1.2 Limited oversubscription .......................................................................................30

8.1.3 Full-Proposal Step 2 .............................................................................................30

8.2 Use of EU-Top-Up Funding for Trans-national Projects ..............................................30

8.3 National/regional funding decisions ..........................................................................31

8.4 Conflicts of interests ....................................................................................................31

8.5 Contractual obligations towards the Funding Authority on Selection ...........................31

8.6 Contractual obligations for projects funded in the Co-funded Call ...............................32

Section 9: Results ................................................................................................................... 32

9.1 Ownership of Results ..................................................................................................32

9.2 Dissemination of own Results .....................................................................................33

9.3 Dissemination of another Party’s unpublished Results or Background ........................33

9.4 Use of names, logos or trademarks .............................................................................33

Section 10: Access Rights ..................................................................................................... 33

10.1 Background included.................................................................................................33

10.2 General Principles .....................................................................................................34

10.3 Access Rights for implementation .............................................................................34


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10.4 Access Rights for Exploitation ...................................................................................34

10.5 Access Rights for Parties entering or leaving the consortium ....................................34

Section 11: Non-disclosure of information and confidentiality ........................................... 35

11.1 Scope .......................................................................................................................35

11.2. Approach .................................................................................................................35

11.3 Range .......................................................................................................................35

11.4 Exception ..................................................................................................................35

11.5 Handling....................................................................................................................36

11.6 Unauthorised disclosure ............................................................................................36

11.7 Disclosing Confidential Information in order to comply with applicable laws or regulations ........................................................................................................................36

11.8 Confidentiality for Trans-national Projects .................................................................36

Section 12: Data Management ............................................................................................... 37

Section 13: Miscellaneous...................................................................................................... 37

13.1 Attachments, inconsistencies and severability ..........................................................37

13.2 No representation, partnership or agency .................................................................37

13.3 Notices and other communication .............................................................................37

13.4 Assignment and amendments ...................................................................................38

13.5 Mandatory national law .............................................................................................38

13.6 Language ..................................................................................................................38

13.7 Applicable law ...........................................................................................................38

13.8 Settlement of disputes ...............................................................................................38

Section 14: Signatures ........................................................................................................... 39

[Attachment 1: Background included] .................................................................................. 67

[Attachment 2: Accession document] ................................................................................... 69


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THIS CONSORTIUM AGREEMENT is based upon REGULATION (EU) No 1290/2013 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 11 December 2013 laying down the rules for the participation and dissemination in “Horizon 2020 – the Framework Programme for Research and Innovation (2014-2020)” (hereinafter referred to as “the Rules”), and the European Commission Model Grant Agreement for ERA-NET Cofund and its Annexes, and is made on December 1st 2018, hereinafter referred to as the Effective Date

BETWEEN

• Norges forskningsråd, represented by Fridtjof Fossum Unander, established at Drammensveien 288, Oslo 0283, Norway, hereafter RCN (Coordinator),

• Fonds voor Wetenschappelijk Onderzoek - Vlaanderen, represented by Danny Huysmans, established at Egmontstraat 5, Brussel 1000, Belgium, hereafter FWO,

• Fonds voor Flankerend Economisch Beleid, represented by Bart Candaele, established at Boulevard du Roi Albert II 35, Bruxelles 1030, Belgium, hereafter HERMES,

• Ministarstvo Znanosti i Obrazovanja, represented by Tome Antičić, established at Donje Svetice 38, Zagreb 10000, Croatia, hereafter MZO,

• Innovation Fund Denmark, represented by Tore Duvold, established at Ostergade 26 A, Kobenhavn K 1100, Denmark, hereafter IFD,

• Eesti Teadusagentuur, represented by Andres Koppel, established at Soola 8, Tartu 51004, Estonia, hereafter ETAG,

• Maaeluministeerium, represented by Toomas Kevvai, established at Lai 39/41, Tallinn 15056, Estonia, hereafter MEM,

• Ministry of Agriculture and Forestry, represented by Pentti Lähteenoja, established at Hallituskatu 3A, Helsinki 00023, Finland, hereafter MMM,

• Bundesministerium für Bildung und Forschung, represented by Klaus-Peter Michel, established at Heinemannstrasse 2, Bonn 53175, Germany, hereafter BMBF,

• Forschungszentrum Jülich GmbH, represented by its Board of Directors, for: Project Management Jülich, established at Wilhelm-Johnen-Straße, 52428 Jülich, Germany, hereafter JUELICH,

• Bundesministerium für Ernährung und Landwirtschaft, represented by Hartmut Stalb, established at Rochusstraße 1, Bonn D-53107, Germany, hereafter BMEL,

• Bundesanstalt für Landwirtschaft und Ernährung, represented by Elke Saggau, established at Deichmanns Aue 29, Bonn 53179, Germany, hereafter BLE,

• Geniki Grammatia Erevnas Kai Technologias, represented by Matrona Kyprianidou, established at Mesogeion Avenue 14-18, Athens 11510, Greece, hereafter GSRT,

• Rannsóknamiðstöð Íslands, represented by Sigurdur Björnsson, established at Borgartuni 30, Reykjavik 105, Iceland, hereafter RANNIS,

• Marine Institute, represented by Caroline Bocquel, established at Rinville, Oranmore, Galway, hereafter MI,

• Science Foundation Ireland, represented by Peter Clifford, established at Wilton Park House, Wilton Place, Dublin 2, Ireland, hereafter SFI,

• Consiglio Nazionale delle Ricerche, represented by Fabio Trincardi, established at Piazzale Aldo Moro 7, Roma 00185, Italy, hereafter CNR,

• Ministero dell'Istruzione, dell'Università e della Ricerca, represented by Gianluigi Consoli, established at Via Michele Carcani 61, Roma 00153, Italy, hereafter MIUR,

• Innovasjon Norge, represented by Silje Horrisland Whist, established at Akersgata 13, Oslo 0104, Norway, hereafter IN,

• Fundação para a Ciência e a Tecnologia, represented by Helena Pereira, established at Avenida D Carlos I 126, Lisboa 1249 074, Portugal, hereafter FCT,


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• Fundo Regional para a Ciência e Tecnologia, represented by Bruno Miguel Correia Pacheco, established at Rua Do Mercado 21, Ponta Delgada 9500 326, Portugal, hereafter FRCT,

• Unitatea Executivă pentru Finanțarea Învățământului Superior, a Cercetării, Dezvoltării și Inovării, represented by Susan Resiga Magdalena, established at Mendeleev Street 21-25, Bucharest 010362, Romania, hereafter UEFISCDI,

• Centro para el Desarrollo Tecnológico Industrial, represented by Javier Ponce, established at Calle Cid 4, Madrid 28001, Spain, hereafter CDTI,

• Agencia Estatal de Investigacion, represented by Marina Villegas Gracia, established at Paseo de la Castellana 162, Madrid 28046, Spain, hereafter AEI,

• Region Västra Götaland, represented by Helena Lundberg Nilsson, established at Regionens Hus, Vanersborg 462 80, Sweden, hereafter VGR,

• Forskningsrådet för miljö, areella näringar och samhällsbyggande, represented by Ingrid Petersson, established at Drottninggatan 89, 113 60 Stockholm, Sweden, hereafter FORMAS,

• Office of the Prime Minister, represented by James Foden, established at St Paul Street, Valletta Vlt1210, Malta, hereafter MCST,

Strategic Party

• JPI Oceans AISBL, represented by Anders Brudevoll, established at Rue Du Trône 4, Brussels, 1000, Belgium, hereafter JPI Oceans, (Strategic Party)

hereinafter, jointly or individually, referred to as” Parties” or” Party”

and in the case of RCN, referred to as “Coordinator”, relating to the Action entitled:

ERA-NET Cofund on Blue Bioeconomy

in short:

BlueBio

hereinafter referred to as “BlueBio” jointly referred to as the Consortium.

WHEREAS:

The Parties, having considerable experience in the field concerned, have submitted a proposal for BlueBio to the European Commission as part of Horizon 2020 – the Framework Programme for Research and Innovation (2014-2020).

The Parties wish to specify or supplement binding commitments among themselves in addition to the provisions of the specific Grant Agreement to be signed by the Parties and the European Commission (hereinafter “Grant Agreement”).

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:


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Section 1: Definitions

1.1 Definitions Words beginning with a capital letter shall have the meaning defined either herein or in the Rules or in the Grant Agreement (GA) including its Annexes.

1.2 Additional Definitions "Additional Joint Call" is any further call organised by all or some of the Parties under the framework of BlueBio.

“Call Secretariat” means the Secretariat that has been established by the Consortium for the Co-funded Call and Additional Calls on behalf of all of the Funding Organisations.

“Co-funded Call” is the trans-national joint call for research and innovation projects which is mandatory in the ERA-NET Cofund scheme and which is co-funded by the Funding Authority. It is organised jointly by the Funding Organisations and represents the main objective of BlueBio.

“Consortium Body” means any management body described in the Governance Structure section of this Consortium Agreement.

“Consortium Plan” means the description of the action and the related agreed budget as first defined in the Grant Agreement and which may be updated by the Governing Board.

"Funding Authority" means the body awarding the grant for BlueBio, the European Commission.

The “EU-Top-Up” is the financial contribution of the Funding Authority to the Trans-national Projects funded within the Co-funded Call.

The "International Review Panel (IRP)" is the board of independent experts evaluating proposals of the Co-funded Call.

“Defaulting Party” means a Party which the Governing Board has identified to be in breach of this Consortium Agreement and/or the Grant Agreement as specified in Section 4.2 of this Consortium Agreement.

“Funded Project / Trans-national Project" is a project selected for funding in the Co-funded Call or from an additional Joint Call.

A “Funding Organisation” is a national or regional organisation responsible for providing the national share of funding for the Trans-national Projects.

“Needed” means:

For the implementation of BlueBio:

Access Rights are Needed if, without the grant of such Access Rights, carrying out the tasks assigned to the recipient Party would be technically or legally impossible, significantly delayed, or require significant additional financial or human resources.

For exploitation of own Results:

Access Rights are Needed if, without the grant of such Access Rights, the Exploitation of own Results would be technically or legally impossible.


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Section 2: Purpose The purpose of this Consortium Agreement is to specify with respect to BlueBio the relationship among the Parties, in particular concerning the organisation of the work between the Parties, the management of BlueBio and the rights and obligations of the Parties concerning inter alia liability, Access Rights and dispute resolution, Financial Provisions and Call Implementation.

For the avoidance of doubt, this Consortium Agreement is limited to BlueBio and does not regulate consortia of Trans-national Funded Projects under BlueBio.

Section 3: Entry into force, duration and termination

3.1 Entry into force An entity becomes a Party to this Consortium Agreement upon signature of this Consortium Agreement by a duly authorised representative.

This Consortium Agreement shall have effect from the Effective Date identified at the beginning of this Consortium Agreement, which is 1 December 2018.

A new entity becomes a Party to the Consortium Agreement upon signature of the accession document (Attachment 2) by the new Party and the Coordinator and following prior written consent to this accession given by all Parties. Prior written consents of all Parties as well as the signed accession document are communicated to all Parties by the Coordinator. Such accession shall have effect from the date identified in the accession document.

A Beneficiary which has not yet signed this Consortium Agreement shall not be entitled to vote nor to receive any EC contribution.

3.2 Duration and termination This Consortium Agreement shall continue in full force and effect until complete fulfilment of all obligations undertaken by the Parties under the Grant Agreement and under this Consortium Agreement.

However, this Consortium Agreement or the participation of one or more Parties to it may be terminated in accordance with the terms of this Consortium Agreement.

If the Grant Agreement

- is not signed by the Funding Authority or a Party, or

- is terminated, or

- if a Party's participation in the Grant Agreement is terminated,

this Consortium Agreement shall automatically terminate in respect of the affected Party/ies, subject to the provisions surviving the expiration or termination under Section 3.3 of this Consortium Agreement.

If a Party's participation in the Grant Agreement is terminated, the terminating Party shall do its utmost to limit the consequences for BlueBio. Wherever possible, it shall honour all commitments to researchers, including future financial commitments.

3.3 Survival of rights and obligations The provisions relating to Access Rights, Confidentiality, for the time period mentioned therein, as well as for Liability, Applicable law and Settlement of disputes as well as financial rules agreed in 7.5, 7.7, 11.2 and 11.8 shall survive the expiration or termination of this Consortium Agreement.


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Termination of this Consortium Agreement shall not affect any rights or obligations of a Party leaving the Consortium incurred prior to the date of termination, unless otherwise agreed between the Governing Board and the leaving Party. This includes the obligation to provide all input, deliverables and documents for the period of its participation.

The termination of this Consortium Agreement will not affect the validity, implementation, funding and monitoring of projects which had been granted funding pursuant to this Consortium Agreement and the funding decision by a Party. Such projects will continue to be funded and carried out as provided in the funding decisions

Section 4: Responsibilities of Parties

4.1 General principles Each Party undertakes to take part in the efficient implementation of BlueBio, and to cooperate, perform and fulfil, promptly and on time, all of its obligations under the Grant Agreement and this Consortium Agreement as may be reasonably required from it and in a manner of good faith as prescribed by Belgian law.

Each Party undertakes to notify promptly, in accordance with the governance structure of BlueBio, any significant information, fact, problem or delay likely to affect BlueBio.

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

Each Party shall take reasonable measures to ensure the accuracy of any information or materials it supplies to the other Parties.

Each Party (except those that are not eligible for Unit costs) shall take reasonable measures to ensure their participation in at least one additional activity each year.

4.2 Breach In the event that a responsible Consortium Body identifies a breach by a Party of its obligations under this Consortium Agreement or the Grant Agreement (e.g. improper implementation of BlueBio), the Coordinator or, if the Coordinator is in breach of its obligations, the Party appointed by the Governing Board, will give formal notice to such Party requiring that such breach will be remedied within 30 calendar days from the date of receipt of the written notice by the Party.

If such breach is substantial and is not remedied within that period or is not capable of remedy, the Governing Board may decide unanimously (by voting) to declare the Party to be a Defaulting Party and to decide on the consequences thereof which may include termination of its participation.

4.3 Involvement of third parties A Party that enters into a subcontract or otherwise involves third parties (including but not limited to Affiliated Entities) in BlueBio remains responsible for carrying out its relevant part of BlueBio and for such third party’s compliance with the provisions of this Consortium Agreement and of the Grant Agreement. It has to ensure that the involvement of third parties does not affect the rights and obligations of the other Parties under this Consortium Agreement and the Grant Agreement.

If a Party enters into a subcontract or otherwise involves third parties to fulfil a task or part of a task described in Annex 1 of the Grant Agreement (excluding e.g. logistics for meetings), this Party must notify such involvement to the other Parties. The notification shall contain at least the name, the address and the activity of the subcontractor or third party.


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Subcontractors and third parties will need to sign a non-disclosure agreement in line with the provisions laid down in Section 11. To avoid any conflicts of interest within the call for proposals developed in BlueBio, they will not be involved in the evaluation process (incl. the appointment of the IRP), if their organisation or its Affiliated Entities (as defined in Article 2 of the Horizon 2020 Rules for Participation) plan to respond themselves to this call.

Section 5: Liability towards each other

5.1 No warranties In respect of any information or materials (incl. Results and Background) supplied by one Party to another under BlueBio, no warranty or representation of any kind is made, given or implied as to the sufficiency or fitness for purpose nor as to the absence of any infringement of any proprietary rights of third parties.

Therefore,

- the recipient Party shall in all cases be entirely and solely liable for the use to which it puts such information and materials, and

- no Party granting Access Rights shall be liable in case of infringement of proprietary rights of a third party resulting from any other Party (or its Affiliated Entities) exercising its Access Rights

However, each Party shall promptly inform the other Party of any claims of third parties that come to their knowledge.

5.2 Limitations of contractual liability No Party shall be responsible to any other Party for any indirect or consequential loss or similar damage such as, but not limited to, loss of profit, loss of revenue or loss of contracts, provided such damage was not caused by a wilful act or by a breach of confidentiality.

For any remaining liability, a Party’s aggregate liability towards the other Parties collectively shall be limited to once the Party’s share of the total costs of BlueBio as identified in Annex 2 of the Grant Agreement provided such damage was not caused by a wilful act or gross negligence.

The terms of this Consortium Agreement shall not be construed to amend or limit any Party’s statutory liability.

5.3 Damage caused to third parties Each Party shall be solely liable for any loss, damage or injury to third parties resulting from the performance of the said Party’s obligations by it or on its behalf under this Consortium Agreement or from its use of Results or Background.

5.4 Force Majeure No Party shall be considered to be in breach of this Consortium Agreement if it is prevented from fulfilling its obligations under the Consortium Agreement by Force Majeure.

Each Party will notify the competent Consortium Bodies of any Force Majeure without undue delay. If the consequences of Force Majeure for BlueBio are not overcome within 6 weeks after such notification, the transfer of tasks - if any - shall be decided by the competent Consortium Bodies.


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Section 6: Governance structure

6.1 General structure The organisational structure of the Consortium shall comprise the following Consortium Bodies:

• Governing Board as the ultimate decision-making body of the consortium, consisting of one representative of each Party.

• Executive Team as the supervisory body for the execution of BlueBio which shall report to and be accountable to the Governing Board, it consists of the Work Package leaders and Value Chain Supervisors.

• The Coordinator is the legal entity acting as the intermediary between the Parties and the Funding Authority. The Coordinator shall, in addition to its responsibilities as a Party, perform the tasks assigned to it as described in the Grant Agreement and this Consortium Agreement.

• Call Steering Committee consisting of one representative of each Funding organisation and associated funding organisation (not eligible for co-funding by the Funding Authority, as the ultimate decision-making body of the Co-funded Call or Additional Joint Call. The Call Steering Committee supports the Call Secretariat. All procedures will be supported and endorsed by the Call Steering Committee.

• Call Secretariat as the body in charge of the coordination of the management activities of the Co-funded Call. The Call Secretariat supports the Call Steering Committee.

6.1.1 Support structure

In addition to the above Consortium Bodies the Consortium shall appoint four Value Chain Supervisors to oversee the sectorial and value chain approach and cross-cutting areas and an Advisory Board consisting of a group of stakeholders and experts providing advice, guidance and recommendations regarding scientific, industry and policy-related issues. A data protection officer (DPO) will be appointed to ensure compliance with the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) and an Independent Ethics Advisor will be appointed to monitor the ethics issues involved in the project and how they are handled.

Those persons who are appointed to one of these support structures will need to sign a non-disclosure agreement in line with the provisions laid down in Section 11.

6.2 General operational procedures for all Consortium Bodies

6.2.1 Representation in meetings

Any Party which is a member of a Consortium Body (hereinafter referred to as "Member"):

• is expected to be present or represented at any meeting of such Consortium Body;

• may appoint a substitute or a proxy to attend and vote at any meeting; and

• shall participate in a cooperative manner in the meetings.

6.2.1.1 Convening meetings: The chairperson of a Consortium Body shall convene meetings of that Consortium Body.


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Table 1 Convening meetings

Ordinary Meeting Extraordinary meeting

Governing Board

At least once per year

At any time upon written request of the Executive Team or 1/3 of the Members of the Governing Board

Executive Team

Generally every 4 months

At any time upon written request of any Member of the Executive Team

Call Steering Committee

When decisions are needed related to a joint call.

At any time upon written request of any Member of the Call Steering Committee.

The Advisory Board shall meet upon request of the consortium or coordinator.

6.2.2 Preparation and organisation of meetings

The chairperson of a Consortium Body shall give notice in writing of a meeting to each Member of that Consortium Body as soon as possible and no later than the minimum number of days preceding the meeting as indicated below.

Table 2 Preparation and organisation of meetings (minimum notice periods)

Ordinary Meeting Extraordinary meeting

Governing Board

Notice 45 calendar days Agenda 14 calendar days


Executive Team



Call Steering Committee



The chairperson of a Consortium Body shall prepare and send each Member of that Consortium Body a written (original) agenda in accordance with the deadlines stated in table 2 preceding the meeting.

In case where the quorum is not reached, and the chairperson of a Consortium Body has to convene another meeting (Section 6.2.3), they shall give notice in writing of the new meeting to each Member of that Consortium Body as soon as possible but no later than the minimum number of days preceding the meeting as indicated above.

Any agenda item requiring a decision by the Members of a Consortium Body must be identified as such on the agenda.

Any Member of a Consortium Body may add an item to the original agenda by written notification to all of the other Members of that Consortium Body up to 7 calendar days preceding the meeting (2 calendar days for extraordinary meetings).

During a meeting the Members of a Consortium Body present or represented can unanimously agree to add a new item to the original agenda. Meetings of each Consortium Body may also be held by teleconference or other telecommunication means. Decisions will only be binding once the relevant part of the Minutes has been accepted according to Section 6.2.5.


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6.2.2.1 Decisions without a meeting Any decision may also be taken without a meeting if the Coordinator circulates to all Members of the Consortium Body a written document which is then agreed by the defined majority (see Section 6.2.3.) of all Members of the Consortium Body. Such document shall include the deadline for responses. No response will count as neither pro nor contra and does not count towards the quorum. However, an abstention will count to determine the quorum. Decisions taken without a meeting shall be considered as accepted if, within the period of 15 calendar days, no Member has sent an objection in writing to the chairperson. They will be binding after the chairperson sends to all Members of the Consortium Body and to the Coordinator a written notification of this acceptance. The agreement may also take the form of an electronic vote. The Coordinator shall immediately inform the Members of the Consortium body on the outcome of a written procedure.

6.2.3 Quorum and voting rules

Each Consortium Body shall not deliberate and decide validly unless Parties of two-thirds (2/3) of its members are present or represented (quorum).

Each Consortium Body shall strive to make decisions by consensus. If consensus cannot be achieved, decisions on proposals shall be taken by a majority of two-thirds (2/3) of the votes cast.

If the quorum is not reached, the chairperson of the Consortium Body shall convene another meeting within 15 calendar days. If in this meeting the quorum is not reached once more, the chairperson shall convene a meeting which shall be entitled to decide even if less than the quorum of Members are present or represented.

Each Member of a Consortium Body present or represented at the meeting shall have one vote. If two partners act as an "institutional couple", i.e. if they come from the same country and manage the same research budget, they shall share one vote. Two partners acting as an institutional couple will only be counted once when determining the quorum. In case of decisions regarding the budget of the Co-funded Call, only Funding Organisations shall be entitled to vote. Defaulting Parties may not vote.

The decision on the entry of a new Party is taken in compliance with Section 3.1.

6.2.4 Veto rights

A Member which can show that its own work, time for performance, costs, liabilities, intellectual property rights or other legitimate interests would be severely affected by a decision of a Consortium Body may exercise a veto with respect to the corresponding decision or relevant part of the decision.

When the decision is foreseen on the original agenda, a Member may veto such a decision during the meeting or in writing 3 calendar days preceding the meeting.

When a decision has been taken on a new item added to the agenda (7 calendar days preceding the meeting or 2 calendar days for extraordinary meeting) before or during the meeting, a Member may veto such decision during the meeting and within 15 calendar days after the draft minutes of the meeting are sent.

When a decision has been taken without a meeting, a Member may veto such decision within 15 calendar days after written notification by the chairperson of the outcome of the vote.


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In case of exercise of veto, the Members of the related Consortium Body shall make every effort to resolve the matter which occasioned the veto to the general satisfaction of all its Members.

A Party may neither veto decisions relating to its identification to be in breach of its obligations nor to its identification as a Defaulting Party. The Defaulting Party may not veto decisions relating to its participation and termination in the consortium or the consequences of them.

A Party requesting to leave the Consortium may not veto decisions relating thereto.

6.2.5 Minutes of meetings

The chairperson of a Consortium Body shall produce written minutes of each meeting which shall be the formal record of all decisions taken. They shall send the draft minutes to all Members within 15 calendar days of the meeting.

The minutes shall be considered as accepted if, within 15 calendar days from sending, no Member has sent an objection in writing to the chairperson with respect to the accuracy of the draft of the minutes.

The chairperson shall send the accepted minutes to all the Members of the Consortium Body and to the Coordinator, who shall safeguard them.

If requested the Coordinator shall provide authenticated duplicates to Parties.

6.3 Specific operational procedures for the Consortium Bodies

6.3.1 Governing Board

In addition to the rules described in Section 6.2, the following rules apply:

6.3.1.1 Members The Governing Board shall consist of one representative of each Party (hereinafter Governing Board Member).

Each Governing Board Member shall have a mandate of decision-making on behalf of the Party it is representing.

The Coordinator shall chair all meetings of the Governing Board, unless decided otherwise in a meeting of the Governing Board.

The Parties agree to abide by all decisions of the Governing Board. This does not prevent the Parties to submit a dispute to resolution in accordance with the provisions of Settlement of disputes in Section 13.8.

6.3.1.2 Decisions The Governing Board is responsible for the overall direction and follow-up of BlueBio.


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The following decisions shall be taken by the Governing Board:

Content, finances and intellectual property rights

• Proposals for changes to Annexes 1 and 2 of the Grant Agreement to be agreed by the Funding Authority

• Changes to the Consortium Plan

• Modifications to Attachment 1 (Background Included)

• Deciding on the implementation (e.g. precise timeline) of additional activities

• The consortium's budget and financial allocation of the financial contribution of the Funding Authority to/within the various activities on the one hand, and among the various Parties on the other hand, within the limits of the GA, including the reserve funds as described in Section 7 of this Consortium Agreement

Evolution of the consortium

• Entry of a new Party to the Consortium and approval of the settlement on the conditions of the accession of such a new Party

• Withdrawal of a Party from the Consortium and the approval of the settlement on the conditions of the withdrawal

• Identification of a breach by a Party of its obligations under this Consortium Agreement or the Grant Agreement

• Declaration of a Party to be a Defaulting Party

• Remedies to be performed by a Defaulting Party

• Termination of a Defaulting Party’s participation in the Consortium and measures relating thereto

• Proposal to the Funding Authority or a change of the Coordinator

• Proposal to the Funding Authority for suspension of all or part of BlueBio

• Proposal to the Funding Authority for termination of BlueBio and the Consortium Agreement

Strategic issues to be addressed:

• Goals, quality standards and overall work plan of BlueBio project

• Approval of annual work plans of BlueBio project

• Approval of reports to Funding Authority and documents to be published

Decisions handling settlement of dispute which could not be resolved at a lower level.

6.3.2 Call Secretariat

In addition to the rules described in Section 6.2 the following rules apply:

6.3.2.1 Members The Call Secretariat serves as contact point during the whole call duration. The Call Secretariat is coordinated by JUELICH. It collaborates closely with UEFISCDI which is in charge of the evaluation process (WP3).

6.3.2.2 Tasks The Call Secretariat is responsible for leading the coordination and management activities regarding the Co-funded Call and additional calls. It is the contact point during the whole call duration including preparation, launch and evaluation process. It will offer support to several involved actors such as the Funding Organisations, national contact persons and the applicants acting as classical call secretariat for the co-funded call and optionally for further


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joint calls without financial contribution by the Funding Authority in the frame of BlueBio. UEFISCDI will perform tasks in relation to the evaluation process of the co-funded call, including constitution and management of the IRP. In particular, it is responsible for preparing a suggested list of fundable Step 1 proposals of the Co-funded and additional Calls and for proposing a funding recommendation to the CSC.

6.3.3 Executive Team (ET)

In addition to the rules in Section 6.2, the following rules shall apply:

6.3.3.1 Members The Executive Team will be composed of the Work Package leaders and the Value Chain Supervisors (once appointed).

The Coordinator shall chair all meetings of the Executive Team, unless decided otherwise by a majority of the Executive Team.

6.3.3.2 Minutes of meetings Minutes of Executive Team meetings, once accepted, shall be sent by the Coordinator to the Governing Board members for information.

6.3.3.3 Tasks The Executive Team will be in charge of the implementation of the proposed work plan and will execute the decisions taken by the Governing Board. ET is not a decision-making body but will actively participate with the Coordinator in the overall management of the consortium. It shall:

• prepare the meetings, propose decisions and prepare the agenda of the Governing Board according to Section 6.3.1.2

• seek a consensus among the Parties

• be responsible for the proper execution and implementation of the decisions of the Governing Board

• monitor the effective and efficient implementation of BlueBio

• collect information on the progress of BlueBio at least every 6 months, examine that information to assess the compliance of BlueBio with the Consortium Plan and, if necessary, propose modifications of the Consortium Plan to the Governing Board

• appoint the Value Chain Supervisors

• support the Coordinator in preparing meetings with the Funding Authority and in preparing related data and deliverables

• prepare the content and timing of press releases and joint publications by the Consortium or proposed by the Funding Authority

6.3.4 Coordinator

6.3.4.1 The Coordinator (hosted by the Research Council of Norway) shall be the intermediary

between the Parties and the Funding Authority and shall perform all task assigned to it as described in the Grant Agreement and in this Consortium Agreement.


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6.3.4.2. In particular, the Coordinator shall:

• monitor the progress of BlueBio in collaboration with the Executive Team

• monitor compliance by the Parties with their obligations

• convene and chair Governing Board and Executive Team meetings and support the Call Secretariat

• keep the address list of Members and other contact persons updated and available

• collect, review to verify consistency and submit reports, other deliverables (including financial statements and related certifications) and specific requested documents to the Funding Authority

• transmit documents and information connected with BlueBio to any other Parties concerned

• administer the financial contribution of the Funding Authority and fulfil the financial tasks described in Section 7.2.

• negotiate on behalf of the Parties to this agreement and potential amendments thereto with the Funding Authority.

• provide, upon request, the Parties with official copies or originals of documents which are in the sole possession of the Coordinator when such copies or originals are necessary for the Parties to present claims.

• produce written minutes of the Governing Board meetings

If one or more of the Parties is late in submission of any BlueBio deliverable, the Coordinator may nevertheless submit the other Parties’ BlueBio deliverables and all other documents required by the Grant Agreement to the Funding Authority in time.

If the Coordinator fails in its coordination tasks, the Governing Board may propose to the Funding Authority to change the Coordinator.

The Coordinator shall not be entitled to act or to make legally binding declarations on behalf of any other Party or of the Consortium, unless explicitly stated otherwise in the Grant Agreement or this Consortium Agreement

The Coordinator shall not enlarge its role beyond the tasks specified in this Consortium Agreement and in the Grant Agreement.

6.3.5 Call Steering Committee (CSC)

The Call Steering Committee is a decision-making body of the BlueBio Co-funded Call or Additional Joint Calls for proposals.

6.3.5.1 Members The Call Steering Committee includes BlueBio Parties who are involved in a call/joint funding activity as funders (including Parties not eligible for co-funding by the Funding Authority). Parties involved in organising and implementing the call/ joint funding activity and yet are not funding the joint call cannot be members but can attend CSC meetings as observers (with no voting rights).

Potential applicants to the Joint Calls or members of organisations that provide “in-kind” contributions to the Joint Calls cannot be member of the CSC, unless there is an organisational separation or if the persons involved in the CSC sign a non-disclosure agreement.


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6.3.5.2 Tasks Decision regarding the Joint Calls to be made by the CSC:

• Timelines for the Joint Calls

• Approval of call text and call topics

• Approval of the call procedures and the evaluation criteria (and sub-criteria if relevant) set forth in the call documents

• Guidelines and rules for the participation in the Joint Call(s)

• Agree on the members of the IRP as well as its chair

• Appointment of an independent expert as “Independent Observer” for the co-funded call

• Agreement on the Trans-national projects to be funded, according to the ranking list prepared by the IRP

Tasks regarding the Joint Call to be made by the CSC:

• Proposing experts for the constitution of the IRP

• National/regional eligibility check of the pre-proposals according to the national/regional regulations laid down in the Annexes of the respective Call announcements and drawing up the list of pre-proposals to be invited to the 2nd submission step based on the evaluation of the pre-proposals

• Selection of the pre-proposals and full-proposals (following EC rules)

• Overseeing the monitoring and evaluation of the funded Trans-national projects Each Funding Organisation represented in the CSC has one vote. The CSC members can attend the IRP meeting(s) as observers.

6.3.6 Advisory Board (AB)

An Advisory Board will be established to enable stakeholder organisations to interact with the Blue Bioeconomy Cofund. Members will be proposed by the Executive Team and appointed by the Governing Board. Stakeholders from research, policy, industry and civil society, such as SCAR, EFARO, EATIP, FoodKIC, JRC, the regional sea CSAs (2BONUS2, BLUEMED, BLACK SEA, AORA, AANCHOR), Blue Bioeconomy Forum, and COST will be invited to join the Advisory Board to integrate their perspectives into the Cofund. The Advisory Board will be used by the Blue Bioeconomy Cofund to increase the relevance of knowledge outputs and other activities in-line with stakeholder needs. Advice on how to enhance dissemination, valorisation and impact of activities will also be the Advisory Board’s responsibility. To target and streamline the stakeholder engagement relative to the purpose of the engagement, a Stakeholder Engagement Plan, for identifying various stakeholders and how to engage with them in different types of actions, will be developed.

6.3.6 Value Chain Supervisors (VCS)

Value Chain Supervisors will be appointed to ensure that the cross-cutting areas are addressed in the activities of the Blue Bioeconomy Cofund.

They will oversee that the sectorial and value chain approach is balanced in developing research and innovation activities in all the output of Work Packages, in the calls opened – except the Co-funded Call - as well as in the sharing of facilities, the human exchange and the training programs, and in the internet facility for communication and outreach.


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Four Value Chain Supervisors will address the following areas:

• Harvesting of biomass;

• Cultivation of biomass;

• Market and product innovation and differentiation;

• Enabling technologies.

The Value Chain Supervisors will be appointed by the WP leaders in the Executive Team.

The Value Chain Supervisors will have three main responsibilities:

• Oversee the coherence between the different Work Packages and Tasks of the Cofund with respect to coverage of the aspects along the value chains;

• Ensure that science priorities and governance at national, regional and EU level in the entire value chains are reflected in the work performed by the Cofund;

• Add value to BlueBio and funded projects by leading and coordinating their respective parts of a thematically structured network among projects to create connectivity, knowledge exchange, capacity building and stimulate synergy funded by the Cofund, MBT and COFASP and extended to include other thematically related projects.

Section 7: Financial provisions

7.1 General Principles

7.1.1 Overview

As presented in Annex 2 of the Grant Agreement, the financial contribution of the Funding Authority consists of the contribution to the financial support for the Trans-national Projects (EU-Top-Up), the direct coordination costs for additional activities (unit costs) and the related indirect costs:

(A) The contributions to support the Trans-national Projects consist of the national/regional contributions as defined in the Annex 2 of the Grant Agreement and EU funding (EU-Top-Up).

(B) The financial support for additional activities (unit costs) and the related indirect costs are paid by the Funding Authority on the basis of the number of years in which a Party took part in the additional activities.

7.1.2 Distribution of the EU Funding

The financial contribution of the Funding Authority to BlueBio shall be distributed by the Coordinator according to:

• the Consortium Plan

• the approval of reports by the Funding Authority, and

• the provisions of payment in Sections 7.2, 7.3 and 7.4.

Table 3 Eligible Funding Authority Contribution for BlueBio

Type of Contribution €

Requested Contribution for EU-Top-Up 6,519,334.14

Requested Administrative Contribution (Unit Costs and indirect costs) 1,495,312.50

Maximum Grant amount from Funding Authority 8,014,646.64


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7.1.3 Justifying Costs towards the Funding Authority

In accordance with its own usual accounting and management principles and practices, each Party shall be solely responsible for justifying its costs with respect to BlueBio towards the Funding Authority. Neither the Coordinator nor any of the other Parties shall be in any way liable or responsible for such justification of costs towards the Funding Authority.

7.1.4 Financial Consequences of the termination of the participation of a Party

A Party leaving the consortium shall refund all payments it has received except the amount of contribution accepted by the Funding Authority. Furthermore, a Defaulting Party shall, within the limits specified in Section 5.2 of this Consortium Agreement, bear any reasonable and justifiable additional costs occurring to the other Parties in order to perform its and their tasks.

7.2 Payments Payments to Parties are the exclusive tasks of the Coordinator. Related banking and transaction costs are borne by the receiving party.

In particular, the Coordinator shall:

• notify the Party concerned promptly of the date and composition of the amount transferred to its bank account, giving the relevant references

• perform diligently its tasks in the proper administration of any funds and in maintaining financial accounts

• undertake to keep the financial contribution of the Funding Authority to BlueBio separated from its normal business accounts, its own assets and property, except if the Coordinator is a Public Body or is not entitled to do so due to statutory legislation.

With reference to Article 21.2 of the Grant Agreement, no Party shall before the end of BlueBio receive more than its allocated share of the maximum grant amount from which the amounts retained by the Funding Authority for the Guarantee Fund and for the payment of the balance have been deducted.

The payment schedule will be handled in accordance with the provisions of this Consortium Agreement.

7.3 Withholding of Payments The Coordinator is entitled to withhold any payments due to a Party identified by a responsible Consortium Body to be in breach of its obligations under this Consortium Agreement or the Grant Agreement or to a Beneficiary which has not yet signed this Consortium Agreement. The Coordinator is entitled to recover any payments already paid to a Defaulting Party. The Coordinator is equally entitled to withhold payments to a Party when this is suggested by or agreed with the Funding Authority.

7.4 Budgeting The calculation of the financial contribution of the Funding Authority (table 3) is based on the eligible costs, however the internal budgeting is based on estimation of the actual expenditure of the financial contribution of the Funding Authority and the national commitments by the Parties. In BlueBio the financial contribution should be used as follows (table 4):


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Table 4 Estimated use of Funding Authority Contribution for administration and top-up of BlueBio

Type of costs € €

Implementation costs for BlueBio 1,640,000.00

Travel/subsistence costs for participation to network meetings 155,000.00

Reserve Fund 165,000.00

Total administrative budget 1,960,000.00

Available top-up of project in the co-funded call 6,054,646.64

Maximum Grant amount from Funding Authority 8,014,646.64

The Parties shall use part of the financial contribution of the Funding Authority to top-up the funding of the Trans-national projects selected through the Co-funded Call.

Another part of the financial contribution of the Funding Authority will be used to cover the implementation costs of BlueBio for WP leaders and task leaders. The total spending of the Funding Authorities' financial contribution on these expense items will be 144,687.50 EURO higher than the 33% coverage of unit costs, equivalent to 1,495,312.50 EURO.

A budget of 155,000 EURO has been set aside to support the cost of the network meetings (travel/subsistence costs) for all Parties (except JPI Oceans) and for the Value Chain Supervisors. Furthermore, a reserve fund of 165,000 EURO is formed to cover additional costs encountered while implementing additional activities that go beyond the co-funded call and/or compensate for reduced contribution from the Funding Authority.

National contributions will not be used to cover administrative costs.

7.4.1 Share of implementation costs

A Party shall be funded only for its tasks carried out in accordance with the Consortium Plan.

Only the Parties indicated in the table 5 with WP or Task leader responsibility may claim implementation costs. If during the course of BlueBio there are other Parties who can justify substantial implementation costs, this may be drawn from the reserve fund subject to the agreement of the Governing Board. A Party that spends more than its allocated share will be funded only in respect of duly justified eligible costs up to an amount not exceeding that share. Implementation costs are only eligible for funding if they have incurred between 1 December 2018 and 30 November 2023.

The Parties agree on the following allocation of budget for implementation costs for the Co-funded Call and for additional activities (table 5).


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Table 5 BlueBio Consortium Agreement Budget Estimation for Implementation costs and Additional Activities

Participant No Country Estimated Person-Months for WP- and Task leaders

Work Package/ Task

Total Personnel Costs

[PM*PM rate] in 1000 €

Direct costs for subcontracting,

events, IT tools

evaluation and Indirect costs

in 1000 €

TOTAL for

implementation in 1000 €

RCN 1 NO 35 WP1 + WP8

(all tasks) 245' 150' 395'

2 T4.4 19' 19'

16(6+10**) VCS* and T7.4 51' 85' 136'

FWO 2 BE

HERMES 3 BE

MZO 4 HR

IFD 5 DK

ETAG 6 EE

MEM 7 EE

MMM 8 FI

BMBF 11 DE

JUELICH 12 DE 20 WP2 (all tasks)

+ T6.5 170' 17' 187'

2 T6.3 17' 17'

BMEL 13 DE

BLE 14 DE

GSRT 15 GR 2 T6.1 11' 11'

RANNIS 16 IS 20 WP5 (all tasks)

+T6.8 174' 60' 234'

MI 17 IE 10 WP6 (T2,4) 85' 5' 90'

SFI 18 IE

CNR 19 IT 20 WP7 (T1,3,5) 100' 25' 125'

MIUR 20 IT

IN 21 NO

FCT 22 PT 2 T4.3 10' 10'

FRCT 23 PT

UEFISCDI 24 RO 20

2

WP3 (all tasks) + T6.6 T4.1

120'

10'

180'

300'

10'

CDTI 25 ES

AEI 26 ES 15 WP4 (T2) + T6.7 90' 16' 106'

VGR 27 SW

FORMAS 28 SW

MCST 29 MT

JPI Oceans 30 BE

TOTAL 166 1102' 538' 1640'

*Value Chain Supervisor **Subcontracted part (itemised as direct costs)


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7.4.2 Justifying implementation costs for the Cofund Action

Implementation costs for the Cofund Action shall be reported to the Governing Board on an annual basis using the following cost categories:

• Personnel costs

• Direct costs of subcontracting

• Other direct cost

• Indirect costs

7.4.3 Payment Schedule for implementation costs for the Cofund Action

Reimbursement of implementation costs for the Cofund Action (as indicated in 7.4.1) shall be paid to the relevant Parties (1,9,12,15,16,17,19,22,24,26) upon approval by the Governing Board in the following separate instalments as agreed below:

o 40 % on receipt of the first pre-financing payment by the Funding Authority, o 40 % in the middle of the action (Month 30), o 20 % on receipt of the balance and the Guarantee Fund (approx. Month 62).

7.4.4 Unit Costs Reporting

Each Party shall report the number of actual units used according to the provisions of Articles 18 and 20 of the Grant Agreement to the Coordinator.

7.4.5 Travel/Subsistence costs for Network Meetings

A budget of 155 000 EURO from the financial contribution of the Funding Authority has been set aside to partially cover cost of network meetings (travel/subsistence costs). This budget will be distributed by the Coordinator on an annual basis to the Parties as a pre-financing. The principle for funding is to set a fixed sum for each Party, including Value Chain Supervisors, to support travel/subsistence costs to at least one network meeting (preferably Governing Board) per year, set to 1,000.00 EURO per year.

Table 6 Budget to support for travel/subsistence costs for network meetings

Travel/subsistence costs to allow for

participation to a minimum of

1 meeting per year.

Fixed rate per Party per year (€)

x No of Parties x No of years *

€

Governing Board / other meetings 1000.00 x 31 x 5 155,000.00

* the BMBF budget for travel expenses is to be transferred to Pt Jülich acting as Programme Manager

of BMBF. The BMEL budget for travel expenses is to be transferred to BLE acting as Programme

Manager of BMEL.

7.4.6 Reserve Fund

The Parties have agreed about a budget of budget of 165,000.00 EURO as “Reserve funds”. This budget will be used to cover additional costs encountered while implementing additional activities that go beyond the co-funded call. The Reserve funds can also be used to cover additional costs that have not been foreseen and calculated in the original budget estimations (e.g. additional travel costs etc.).


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Any Party may apply for this reserve funds during a meeting of the Governing Board in order to implement an activity. The Party shall present this activity and the budget required from the reserve funds to implement this activity at latest in month 55. The Governing Board decides whether this Party may implement this activity with the help of the agreed budget. The reserve fund shall be released at the latest in month 62 for Top-Up of BlueBio should it not be used.

7.4.7 Funding of Support to Trans-national Projects

Support to Trans-national Projects shall be paid to Parties funding the respective Trans-national projects. The amount to be transferred to Parties shall be determined after deducting the implementation costs specified in 7.4.1. The support shall be paid in separate instalments as agreed below:

• Approx. 4.5% as the Trans-national projects start (approx. M15-18)

• Approx. 80% on receipt of the second pre-financing payment by the Commission (M30)

• The remaining approx.15% on receipt of the balance of the Guarantee Fund (approx. M62)

The support to the Trans-national projects shall be paid by the respective Party. The Coordinator shall not transfer any funds directly to the Trans-national Projects.

7.4.8 National/ regional budget of the Co-funded Call

The budget of the Co-funded Call shall be around 20 Million EURO (initial national / regional call contributions + EU-Top-Up) with a maximum of 29 Million EURO (maximum national / regional call contribution + EU-Top-Up).

Table 7 indicates the funding commitments of each Funding Organisation and the EU-Top-Up:

Table 7 Summary of Consortium co-funded call commitments

Participant short name

Country short name

(a) Initial national

call contribution [€]

(b) Indicative additional

national call contribution

[€]

(c) Maximum

national call contribution

(a + b) [€]

RCN NO 3,457,011.16 2,042,988.84 5,500,000.00

FWO BE 439,983.24 260,016.76 700,000.00

HERMES BE 942,821.23 557,178.77 1,500,000.00

MZO HR 62,854.75 37,145.25 100,000.00

IFD DK 942,821.23 557,178.77 1,500,000.00

ETAG EE 62,854.75 37,145.25 100,000.00

MEM EE 62,854.75 37,145.25 100,000.00

MMM FI 188,564.25 111,435.75 300,000.00

BMBF DE 2,199,916.19 1,300,083.81 3,500,000.00

JUELICH DE

BMEL DE 628,547.48 371,452.52 1,000,000.00

BLE DE 0.00

GSRT* GR 942,821.23 557,178.77 1,500,000.00 RANNIS IS 628,547.48 371,452.52 1,000,000.00

MI IE 628,547.48 371,452.52 1,000,000.00

SFI IE 314,273.74 185,726.26 500,000.00

MIUR IT 377,128.49 222,871.51 600,000.00


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CNR IT

IN NO 125,709.50 74,290.50 200,000.00

FCT PT 125,709.50 74,290.50 200,000.00

FRCT PT 125,709.50 74,290.50 200,000.00

UEFISCDI RO 251,418.99 148,581.01 400,000.00

CDTI ES 314,273.74 185,726.26 500,000.00

AEI ES 628,547.48 371,452.52 1,000,000.00

VGR SW 157,136.87 92,863.13 250,000.00

FORMAS SW 942,821.23 557,178.77 1,500,000.00

MCST MT 62,854.75 37,145.25 100,000.00

Total 14,613,729.00 8,636,271.00 23,250,000.00

Available EU contribution [€] 6,054,646.64

Minimum total call budget [€] (a) except Greece + EU-Top-Up 19,725,554.41

Maximum total call budget [€] (c)+ EU Top-Up 29,304,646.64

*not eligible for EU top-up

The difference of 464,687.50 EURO (table 8) between the requested contribution of 6,519,334.14 EURO from the Funding Authority (table 3) and the available 6,054,646.64 EURO (table 7) appear after deduction of travel/subsistence costs (155,000.00 EURO) and the reserve fund (165,000.00 EURO) (table 4) and a share of 144,687.50 EURO implementation costs, which are not covered through the requested unit costs (table 4).

Table 8: Summary of financial gap not covered by the requested financial contribution

Type of costs €

Total additional costs not covered by unit costs 144,687.50

Travel cost + networking activities 155,000.00

Reserve Budget 165,000.00

Financial gap between requested financial contribution and available financial contribution from the Funding Authority 464,687.50

This sum has to be to be moved from the additional national/regional call contribution (b) to the initial national/regional call contribution (a) to ensure the minimum total call budget of 19,290,872.32 EURO that is expected from the Funding Authority. This entails an average of 31% EU-Top-Up for projects funded from the initial national/regional call contribution.

The financial contribution of the Funding Authority minus the implementation costs of BlueBio shall be transferred from JUELICH (Beneficiary 13) to BMBF (Beneficiary 12) partly (75%) after having granted Trans-national projects. The remaining sum will be transferred on the basis of approved financial statements at the end of the Project.


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7.4.9 Payment budget from the Funding Authority and the Coordinator

Table 9 Payment and liquidity schedule for transfers from the Funding Authority and the Coordinator

Year Prognostic cash

flow from

Funding

Authority to

Coordinator

Available

top-up share for

funded projects

Implementation

costs of the

Cofund Action

Travel and

participation

in networking

Reserve fund Accumulated

payments from

coordinator

2018 1,202,196.95 165,000.00 165,000.00

2019 656,000.00 31,000.00 852,000.00

2020

5,610,252.75

319,196.98

4,861,252.71

656,000.00

31,000.00 883,000.00

1,202,196.98

6,719,449.69

2021 31,000.00 6,750,449.69

2022 31,000.00 6,781,449.69

2023 31,000.00 6,812,449.69

2024 1,202,196.95 874,196.95 328,000.00 8,014,646.64

Total 8,014,646.64 6,054,646.64 1,640,000.00 155,000.00 165 000.00 8,014,646.64

7.5 Return of excess payments; receipts In any case of a Party having received excess payments, the Party has to return the relevant amount to the Coordinator without undue delay.

In case a Party earns any receipt that is deductible from the total funding as set out in the Consortium Plan, the deduction is only directed toward the Party earning such income. The other Parties' financial share of the budget shall not be affected by one Party's receipt. In case the relevant receipt is more than the allocated share of the Party as set out in the Consortium Plan, the Party shall reimburse the funding reduction suffered by other Parties.

7.5.1 Whenever a Party recognises that its real project costs fall behind the estimated budget during and after BlueBio, it has to inform the Coordinator immediately.

Each Party has to inform the Coordinator promptly in case of excess payment via interim or final payment. Should the excess payment be identified after the duration of BlueBio, the affected Party is still obliged to inform the Coordinator and return its excess payment to the Parties.

Each Party shall repay the difference according to its final financial statement (hereinafter referred to as “overpayment”) promptly without unjustified delay to the Coordinator. The Coordinator will notify the overpaid Party with a debit note setting a timeframe of additional 30 calendar days to pay the difference. If the payment is not made by the date specified in the debit note the overpaid Party is in breach of the contract. It may be declared a Defaulting Party (Art. 4.2.).

In case of a breach the Governing Board decides on legal action against the Party.

Additionally, in order to ensure that outstanding payments will not ultimately be imposed on the Coordinator in case the debt is not recovered from the breaching Party and because this case is not covered by the guarantee fund, all other Parties shall, on request of the Coordinator, forward a pro rata share of the outstanding amount to the Coordinator. This share will be determined by dividing the outstanding amount among all Parties - except the breaching Party


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- pro rata according to their budgeted share of the final ranking list. In case of payment by the breaching Party, they shall be refunded promptly by the Coordinator.

7.6 Cost of Certificates of the Financial Statement Each Party shall cover the cost for its own Certificate of the Financial Statement it has to provide according to the Grant Agreement.

7.7 Insufficient financial contribution of the Funding Authority In the unlikely case that the financial contribution of the Funding Authority is not sufficient to contribute to the costs of BlueBio in the planned way the Parties agree to use the procedure described in the following paragraphs.

7.7.1 Less EU-Top-up than foreseen for the Co-funded Call

The financial contribution of the Funding Authority for the Co-funded Call is based on actual costs. The fixed reimbursement for direct costs of providing financial support to third parties implementing Trans-national projects is 33%. If these costs are less than planned in the Grant Agreement, the financial contribution of the Funding Authority will be less as well.

The following cases might occur:

Case 1: The funding requested at the end of the selection of the Co-funded call is less than planned in Annex 2 of the Grant Agreement.

The financial contribution of the Funding Authority and thus the EU-Top-Up will also be reduced. This scenario might happen if there are not enough proposals selected for funding.

The Coordinator, together with the Executive Committee, will prepare a proposition for the Governing Board on how the coordination costs can be reduced. The coordination costs that are made until that point and some minimal costs to finish activities that already started will be covered by EU-Top-Up as planned if possible. If there is not enough EU Top-up available, contributions will remain in-kind contributions free of charge.

Case 2: Less eligible cost and therefore less funding for one or more selected Trans-national projects

This scenario might happen if there are less eligible costs and therefore less funding effectively used for one or more of the selected Trans-national Projects.

The respective Funding Organisation shall endeavour to avoid such situation by allowing the respective Trans-national projects to exchange for example a bankrupt consortium member.

If less eligible costs of the selected Trans-national Projects cannot be avoided and the respective Party already received the related EU-Top-up, the respective Party has to return the related EU-Top-up to the Coordinator otherwise Section 7.5 will be applied.

If the above mentioned is not sufficient, each Party or the Funding Organisations of the Parties considers to contributes proportionally to its share of the EU-Top-up agreed after defining the final ranking list of the Co-funded Call to cover the funding gap by increasing their national budgets for the Trans-national projects and reducing the EU-Top-Up share.

No Party or its Funding Organisation will be obliged to raise its national commitment.


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Case 3: A Funding Organisation has to revoke after the ranking list is fixed.

In case a Funding Organisation has to revoke and cannot fund its respective national share of the related Trans-national projects of the Co-funded Call the other Parties shall:

Convene a meeting (physically or by teleconference) of the Call Steering Committee to discuss the possibility to replace and fund the respective consortium members of the concerned Trans-national projects. Explore the possibility that some Funding Organisations cover the funding gap by increasing their national budgets for the trans-national projects and reducing the EU-Top-Up share. As the implementation costs are reimbursed by using part of the EU-Top-Up, and if the funding gap cannot be closed by reducing the EU-Top-Up share, the Executive Team will prepare a proposition for the Governing Board on how to reduce implementation costs. The implementation costs that are made until that Governing Board meeting and some minimal costs to finish activities will be covered by the EU-Top-up as planned if possible. If there is not enough EU- Top-up available, contributions will remain in-kind contributions free of charge.

7.7.2 Fewer Units than foreseen in the Consortium Plan

In case the actual number of eligible units is fewer than foreseen as in the Consortium Plan the Financial contribution of the Funding Authority will be reduced.

The actual number of eligible units is related to the involvement of the Parties in the specified additional activities indicated in the Consortium Plan.

If a Party is involved in less additional units than foreseen in the Consortium Plan and a funding gap appears, it may be agreed that the Unit Cost and the related indirect costs are used to cover parts of the management costs. The Coordinator, together with the Executive Committee, will prepare a proposition for the Governing Board on how the coordination costs can be reduced. The coordination costs that are made until that point and some minimal costs to finish activities that already started will be covered by the Financial contribution of the Funding Authority as planned if possible. If there is not enough financial contribution of the Funding Authority available, contributions will remain in-kind contributions free of charge. Therefore, the respective Party has to replace the missing contribution of the European Commission with an equal payment through deductions from the EU contribution.

7.7.3 No financial contribution of the Funding Authority

In the unlikely case that the Cofund Action is terminated and no financial contribution is paid by the Funding Authority, the Parties agree to cover the management costs incurred up to the time of the termination and after having exhausted all reasonable options available.

The Coordinator will notify the concerned Party with a debit note in order to pay the difference within 60 working days from the date on which the note will be received. The Party will make all efforts to reimburse within the agreed deadline but always subject to and respecting its national procedure.

Regardless of the question of responsibility, the Parties shall pay their share of the management cost proportionally to their share of the total indicative Co-funded Call budget. The Payments shall be made to the Coordinator without unjustified delay.


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Section 8: Call Implementation

8.1. Selection Process The Co-funded Call will follow a 2-step evaluation process. An Independent observer, as requested by the Funding Authority, will be present at the Step 2 – full proposal step, to observe the process of the Co-funded Call. Additional Joint Calls will seek to replicate the procedures of the Co-funded Call, amended to fit with funding mechanisms and projects if necessary. Additional Joint Calls may consider a 1-step evaluation process for full proposals.

8.1.1 Pre-Proposal Step 1

The trans-national pre-proposals received in BlueBio Joint Call within the frame of this Consortium Agreement will first be checked for general eligibility criteria by the Call Secretariat. All pre-proposals passing the general eligibility check will be forwarded to the funding organisations involved in the respective calls to perform a national/regional eligibility check. The respective national Funding Organisation will inform on the eligibility of the pre-proposal(s) according to their national / regional regulations (annexed to the respective Call Announcements and Guidelines) within 21 calendar days after the pre-proposal deadline. Although all funders will make every reasonable efforts to detect ineligibility cases as early as possible in the process and within the agreed deadlines, it should be noted that some funders can declare applications ineligible after the initial round of eligibility checks and throughout the whole course of the selection process.

Pre-proposal evaluation will be executed by an independent International Review Panel (IRP), established by the Call Steering Committee and managed by UEFISCDI.

The final list of eligible pre-proposals will be discussed and agreed by the Call Steering Committee.

If a Partner in any proposed trans-national proposal is not eligible for funding by a Funding Organisation, the participation of that respective non-eligible partner in the trans-national pre-proposal will be rejected, whereas the pre-proposal evaluation for the remaining partners may be considered.

During call development, the Parties acting as Funding Organisations will determine which criteria are best suited at the pre-proposal step, such as the level of innovativeness, and the quality of the proposed partnership. The IRP should include representatives from inside and outside the Consortium countries, and be balanced in terms of nationality, age, gender and expertise background, while avoiding conflict of interest with applicants or proposals. The independent IRP chair and members will be researchers and practitioners or other stakeholders with high standing and expertise in the relevant research areas and the overall objectives of the call. UEFISCDI ensures a well-informed IRP on the objectives of the call, the evaluation criteria, and guidelines.

The IRP will agree upon a final consensus report and score for each pre-proposal. Written statements from the reviewers will be collected by the UEFISCDI who will prepare the necessary documents for decision making. The IRP’s scores, ranking and classification will be provided to the CSC, who will determine the list of proposals selected, for Step 2. Decisions on selection of pre-proposals to Step 2 will be taken by the CSC and follow the ranking list of the IRP as closely as possible but must also take into account available budgets for financing projects in each of the Funding Organisations. In order to avoid risk of uneven funding requests after the evaluation of Step 2 proposals, we will use the first step evaluation to balance out the ratio between requested funding and available funding.


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The coordinators of the research consortia will be simultaneously informed about the outcome of the pre-proposal evaluation by the UEFISCDI, and whether or not they are invited for full proposal submission. Furthermore, coordinators who are invited for full proposal submission will receive written feedback of the pre-proposal evaluation and the consensus report in an anonymous way. The coordinators of the research consortia are responsible for forwarding all information to their research consortium partners. Applicants who are rejected can ask UEFISCDI for feedback.

8.1.2 Limited oversubscription

The selected pre-proposals should not exceed the individual maximum national/regional call contribution to the Co-funded Call (see table 7) by more than three times for Parties who are eligible for EU top-up. Parties who are not eligible to receive EU top-up must not exceed the maximum national/regional call contribution.

The exact cut-off line shall be agreed upon by the Call Steering Committee. Maximum national requested budgets will be decided after the pre-proposals selection.

8.1.3 Full-Proposal Step 2

The Full-Proposal selection shall be accomplished following the rules indicated in the Grant Agreement Art 15.

A single international peer review shall be accomplished. Only eligible full proposals shall be evaluated. An eligibility check will be performed according to the process described at the pre-proposal step. The IRP shall rank proposals following the evaluation rules of Horizon 2020. At least three independent experts shall evaluate each full proposal. The result of the evaluation review process shall be a list of full proposals recommended for funding. The Parties agree to accept the evaluation results of the evaluation review. In case of doubts on the neutrality of the IRP, the EU officer shall decide based on the observer report if the rules for the ERA-NET Cofund actions have been correctly applied.

Projects with scores below the thresholds given in the call announcement will not be recommended for funding.

The final list of proposals recommended for funding is established by IRP and agreed by the CSC based on the ranking list drawn up by the IRP and in line with the funds available. The list of the CSC is to be taken as the basis for the subsequent national/regional funding decisions according to the process set out in the GA.

8.2 Use of EU-Top-Up Funding for Trans-national Projects The EU-Top-Up for Trans-national Projects shall be used in the most efficient way possible. The Parties thus agree in deviation to the Grant Agreement that they will not insist on an equal share of the EU-Top-Up-funding. The Parties agree that the EU-Top-Up-Funding will be partly used to fill potential gaps in the ranking list resulting from insufficient national/regional funding (hereafter Gap Filling). The Parties agree to use a mixed mode financing system to compensate cases where participating Funding Organisations have exhausted their budget at different points in the ranking list.

When the ranking list of projects recommended for funding is set up, the main goal should be first to explore all funding solutions to unblock situations at national level (i.e. national funding agencies shall make all reasonable efforts to match national funding with the success of their respective research communities).

The Parties agree to use the EU-Top-Up Funding according to the following priorities:


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- Funding of as many Trans-national projects as possible following the ranking list (in order to achieve the maximum EU contribution).

- Each Party funding a Trans-national Project should receive at least 20% of its requested funding as EU-Top-Up (“just return”), and not more than 100% based on the national commitment. At the time of selection, the financial contribution of the Funding Authority will be allocated starting with a distribution of 50% EU-Top-Up (“just return”) and 50% Gap Filling. This proportion will serve as starting point and the optimal distribution will be settled during the selection meeting.

- The EU-Top-Up-Funding for each Party shall be limited to its respective financial contribution to the Joint Call (not more EU-Top-Up than 100% based on the national commitment).

These principles can be modified by a decision of the Call Steering Committee.

8.3 National/regional funding decisions

The Parties granting national/regional funding will make their best efforts to achieve timely national/regional decisions.

All national/regional notification documents must include a formal statement that the decision is conditional on approval by the other concerned Parties granting national/regional funding. All national/regional funding decisions and subsequent contracts or granting documents should be signed to enable the Trans-national project to finish on May, 31st 2023 at the latest.

The Parties granting national/regional funding shall comply with the provisions of the GA.

Countries with more than two participating Funding Organisations are encouraged to coordinate the funding process where practical and possible.

After the EU top-up is used, Funding Organisations that have not spent their total funding commitments are encouraged to fund projects further down the ranking list that have been scored above the threshold described in 8.1.2.

8.4 Conflicts of interests Each Party agrees that, in order to avoid any conflict of interest within the call for proposals developed in BlueBio, it will not be involved in the evaluation process (incl. the appointment of the IRP), if the Party or its Affiliated Entities (as defined in Article 2 of the Horizon 2020 Rules for Participation) plan to respond themselves to this call.

In selecting the international independent experts for the IRP, the CSC shall also avoid any possible conflicts of interest.

The Call Secretariat shall prepare a template concerning potential conflicts of interests and a declaration, which has to be signed by each member of the IRP.

8.5 Contractual obligations towards the Funding Authority on Selection The Funding Organisations shall provide to the Coordinator, within 30 calendar days after the end of the selection process, a formal and duly signed commitment on availability of funds for their selected projects.

After the end of the selection process, the Coordinator shall submit to the Funding Authority the following:

(a) the ranking list(s) of the projects;

(b) the evaluation observers' report on the evaluation;


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(c) the joint selection list of the projects to be funded, and

(d) from each Funding Organisation participating in the Co-funded Call, a formal and duly signed commitment on availability of funds for the selected projects.

The Coordinator will furthermore submit to the Funding Authority after the end of the selection process, information on each project selected for funding, including data on each participant and abstracts of the project proposal, in a format specified by the Funding Authority, for publication and evaluation purposes.

This information will be updated at the end of BlueBio (information on each Funded Project, including data on each participant and overview on the Results).

The Funding Organisations shall inform their national beneficiaries that the above-mentioned data will be submitted to the Funding Authority.

8.6 Contractual obligations for projects funded in the Co-funded Call The Parties acting as Funding Organisations for projects selected for funding in the Co-funded Call agree to oblige the Partners to the Trans-national Projects in funding contracts to the following:

• to prepare popular science summaries of the Trans-national Project contents for programme activities and publications (e.g. for brochures, [digital] newsletters, the website etc)

• to take part in, and contribute with project presentations and/or posters to the foreseen events of BlueBio (Kick-off-/ mid- and end-term meeting)

• to prepare mid-term and final reports according to a standardised template and to respond to two monitoring surveys (mid-term and final) to measure project progress and contribution to overall BlueBio aims

• to provide the information on their Trans-national Projects, including data on each participant and abstracts of the Trans-national Project proposal, in a format specified by the Funding Authority, for publication and evaluation purposes.

Section 9: Results

9.1 Ownership of Results For the avoidance of doubt, the term „Results“ in this section refers to the Results generated by the Consortium of the Cofund Action and does not include the results generated by the Trans-national Projects.

Results are owned by the Party that generates them. Results where Parties financially or directly contributed to shall be jointly owned.

Unless otherwise agreed:

• each of the joint owners shall be entitled to use their jointly owned Results for non-commercial activities on a royalty-free basis, and without requiring the prior consent of the other joint owner(s), and

• each of the joint owners shall be entitled to otherwise exploit the jointly owned Results and to grant non-exclusive licenses to third parties (without any right to sub-license), if the other joint owners are given:

(a) at least 45 calendar days advance notice; and

(b) Fair and Reasonable compensation.


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9.2 Dissemination of own Results For the avoidance of doubt, nothing in this Section 9.2 has impact on the confidentiality obligations set out in Section 11.

During BlueBio and for a period of 1 year after the end of BlueBio, the dissemination of own Results by one or several Parties, including but not restricted to publications and presentations, shall be governed by the procedure of Article 29.1 of the Grant Agreement subject to the following provisions.

Prior notice of any planned publication shall be given to the other Parties at least 45 calendar days before the publication. Any objection to the planned publication shall be made in accordance with the Grant Agreement in writing to the Coordinator and to the Party or Parties proposing the dissemination within 30 calendar days after receipt of the notice. If no objection is made within the time limit stated above, the publication is permitted.

An objection is justified if

(a) the protection of the objecting Party's Results or Background would be adversely affected

(b) the objecting Party's legitimate academic or commercial interests in relation to the Results or Background would be significantly harmed.

The objection has to include a precise request for necessary modifications.

If an objection has been raised, the involved Parties shall discuss how to overcome the justified grounds for the objection on a timely basis (for example by amendment to the planned publication and/or by protecting information before publication) and the objecting Party shall not unreasonably continue the opposition if appropriate measures are taken following the discussion.

The objecting Party can request a publication delay of not more than 90 calendar days from the time it raises such an objection. After 90 calendar days the publication is permitted, provided that Confidential Information of the objecting Party has been removed from the publication as indicated by the objecting Party.

9.3 Dissemination of another Party’s unpublished Results or Background For the avoidance of doubt, nothing in this Section 9.3 has impact on the confidentiality obligations set out in Section 11.

A Party shall not include in any dissemination activity another Party's Results or Background without obtaining the owning Party's prior written approval, unless they are already published.

9.4 Use of names, logos or trademarks Nothing in this Consortium Agreement shall be construed as conferring rights to use in advertising, publicity or otherwise the name of the Parties or any of their logos or trademarks without their prior written approval.

Section 10: Access Rights For the avoidance of doubt, this section refers to the Access Rights of the Consortium of the Cofund Action and does not include the background/ results of the Funded Projects.

10.1 Background included In Attachment 1, the Parties have identified and agreed on the Background for BlueBio and have also, where relevant, informed each other that access to specific Background is subject to legal restrictions or limits.


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Anything not identified in Attachment 1 shall not be the object of Access Right obligations regarding Background.

Any Party may add further own Background to Attachment 1 during the Action by written notice to the other Parties. However, approval of the Governing Board is needed should a Party wish to modify or withdraw its Background in Attachment 1.

10.2 General Principles Each Party shall implement its tasks in accordance with the Consortium Plan and shall bear sole responsibility for ensuring that its acts, within the rules and regulation applying to BlueBio and that they do not knowingly infringe third party property rights.

Any Access Rights granted expressly exclude any rights to sublicense unless expressly stated otherwise.

Access Rights shall be free of any administrative transfer costs.

Access Rights are granted on a non-exclusive basis.

Results and Background shall be used only for the purposes for which Access Rights to it have been granted.

All requests for Access Rights shall be made in writing.

The granting of Access Rights may be made conditional on the acceptance of specific conditions aimed at ensuring that these rights will be used only for the intended purpose and that appropriate confidentiality obligations are in place.

The requesting Party must show that the Access Rights are Needed.

10.3 Access Rights for implementation Access Rights to Results and Background Needed for the performance of the own work of a Party under BlueBio shall be granted on a royalty-free basis.

10.4 Access Rights for Exploitation Access Rights to Results if Needed for Exploitation of a Party's own Results shall be granted on a royalty-free basis.

Access Rights to Background if Needed for Exploitation of a Party's own Results, including for research on behalf of a third party, shall be granted on Fair and Reasonable conditions.

A request for Access Rights may be made up to twelve months after the end of BlueBio or, in the case of a non-defaulting Party leaving voluntarily and with the other Parties' consent, up to twelve months after the termination of the requesting Party’s participation in BlueBio.

10.5 Access Rights for Parties entering or leaving the consortium With regards to the Results developed before the accession of the new Party, the new Party will be granted Access Rights on the conditions applying for Access Rights to Background.

Access Rights granted to a Defaulting Party and such Party's right to request Access Rights shall cease immediately upon receipt by the Defaulting Party of the formal notice of the decision of the Governing Board to terminate its participation in the Consortium.

A non-defaulting Party leaving voluntarily and with the other Parties' consent shall have Access Rights to the Results developed until the date of the termination of its participation.

It may request Access Rights within the period of time specified in Section 10.4.


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Any Party leaving BlueBio shall continue to grant Access Rights pursuant to the Grant Agreement and this Consortium Agreement as if it had remained a Party for the whole duration of BlueBio.

Section 11: Non-disclosure of information and confidentiality

11.1 Scope All information in whatever form or mode of communication, which is disclosed by a Party (the “Disclosing Party”) to any other Party (the “Recipient”) in connection with BlueBio during its implementation and which has been explicitly marked as “confidential” at the time of disclosure, or, in case it was disclosed orally, has been identified as confidential at the time of disclosure, and has been confirmed and designated in writing within 15 calendar days from oral disclosure at the latest as confidential information by the Disclosing Party, is “Confidential Information”.

11.2. Approach The Recipients hereby undertake in addition and without prejudice to any commitment of non-disclosure under the Grant Agreement, during the project and for a period of 4 years after the end of BlueBio:

• 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 shall take place on a strict need-to-know basis; and

• to return to the Disclosing Party, or destroy on request all Confidential Information that has been disclosed by the Recipients including all copies thereof and to delete all information stored in a machine readable form, to the extend practically possible. The Recipients may keep a copy to the extent it is required to keep, archive or store such Confidential Information because of compliance with applicable laws and regulations or for the proof of on-going obligations, provided that the Recipient comply with the confidentiality obligations herein contained with respect to such copy for as long as the copy is retained.

• if a Party or its affiliated entities plan to respond to a call themselves (being a Research Performing Organisation as well as Programme Owner/Programme Manager) they need to demonstrate restrictions on internal information flow within the organisation regarding preparation, evaluation and funding decisions of calls for proposals ensuring no conflict of interest.

11.3 Range The Recipients shall be responsible for the fulfilment of the above obligations on the part of their employees or third parties involved in BlueBio and shall ensure that they remain so obliged, as far as legally possible, during and after the end of BlueBio and/or after the termination of the contractual relationship with the employee or third party.

11.4 Exception The above shall not apply for disclosure or use of Confidential Information, if and in so far as the Recipient can show that:

• the Confidential Information becomes publicly available by means other than a breach of the Recipient’s confidentiality obligations;


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• the Disclosing Party subsequently informs the Recipient that the Confidential Information is no longer confidential;

• the Confidential Information is communicated to the Recipient without any obligation of confidence by a third party who is to the best knowledge of the Recipient in lawful possession thereof and under no obligation of confidence to the Disclosing Party;

• the disclosure or communication of the Confidential Information is foreseen by provisions of the Grant Agreement;

• the Confidential Information, at any time, was developed by the Recipient completely independently of any such disclosure by the Disclosing Party;

• the Confidential Information was already known to the Recipient prior to disclosure or

• the Recipient is required to disclose the Confidential Information in order to comply with applicable laws or regulations or with a court or administrative order, subject to the provision Section 11.7 hereunder.

11.5 Handling The Recipient shall apply the same degree of care with regard to the Confidential Information disclosed within the scope of BlueBio as with its own confidential and/or proprietary information, but in no case less than reasonable care.

11.6 Unauthorised disclosure Each Party shall promptly advise the other Party in writing of any unauthorised disclosure, misappropriation or misuse of Confidential Information after it becomes aware of such unauthorised disclosure, misappropriation or misuse.

11.7 Disclosing Confidential Information in order to comply with applicable laws or regulations If any Party becomes aware that it will be required, or is likely to be required, to disclose Confidential Information in order to comply with applicable laws or regulations or with a court or administrative order, it shall, to the extent it is lawfully able to do so, prior to any such disclosure

• notify the Disclosing Party, and

• comply with the Disclosing Party’s reasonable instructions to protect the confidentiality of the information.

The confidentiality obligations under this Consortium Agreement shall not prevent the obligations arising from the GA concerning the communication with the Funding Authority.

11.8 Confidentiality for Trans-national Projects The content of the proposals received under the Co-funded Call is deemed to be confidential, except for the lists of proposals and lists of Trans-national Projects selected for funding.

The results from the eligibility and evaluation are deemed to be confidential for the CSC until they are officially communicated for the CSC by the Call Secretariat and/or published except in exceptional cases approved by the CSC.

The information, which expert reviewed which proposal, as well as the individual evaluation results per expert are deemed to be confidential, except for the list of all international experts participating in the evaluation process. This obligation shall survive the expiration or termination of the Consortium Agreement.


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Section 12: Data Management A data protection officer (DPO) will be appointed to ensure compliance with the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679). GDPR rules are relevant whenever BlueBio collects, store and process personal data, such as for the purpose of subscription to newsletters, other mailing lists, tracking websites, registration for activities and events and personal data offered for project applications. The contact details of the DPO will be made available to all data subjects involved in the project.

In case personal data are transferred from a non-EU country to the EU (or another third state), the transfer will comply with the laws in which the data was collected. In case activities undertaken in non-EU countries raise ethics issues, we will ensure that the research conducted outside the EU is legal in at least one EU Member State

Section 13: Miscellaneous

13.1 Attachments, inconsistencies and severability This Consortium Agreement consists of this core text and

Attachment 1 (Background included)

Attachment 2 (Accession document)

In case the terms of this Consortium Agreement are in conflict with the terms of the Grant Agreement, the terms of the latter shall prevail. In case of conflicts between the attachments and the core text of this Consortium Agreement, the latter shall prevail.

Should any provision of this Consortium Agreement become invalid, illegal or unenforceable, it shall not affect the validity of the remaining provisions of this Consortium Agreement. In such a case, the Parties concerned shall be entitled to request that a valid and practicable provision be negotiated which fulfils the purpose of the original provision.

13.2 No representation, partnership or agency Except if otherwise provided in Section 6.3.4, no Party shall be entitled to act or to make legally binding declarations on behalf of any other Party or of the Consortium. Nothing in this Consortium Agreement shall be deemed to constitute a joint venture, agency, partnership, interest grouping or any other kind of formal business grouping or entity between the Parties.

13.3 Notices and other communication Any notice to be given under this Consortium Agreement shall be in writing to the addresses and recipients as listed in the most current address list kept by the Coordinator.

Formal notices:

If it is required in this Consortium Agreement (e.g. Section 4.2, 13.4) that a formal notice, consent or approval shall be given, such notice shall be signed by an authorised representative of a Party and shall either be served personally or sent by mail with recorded delivery.

Other communication:

Other communication between the Parties may also be effected by other means such as e-mail with acknowledgement of receipt, which fulfils the conditions of written form.

Any change of persons or contact details shall be notified immediately by the respective Party to the Coordinator. The address list shall be accessible to all concerned.


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13.4 Assignment and amendments No rights or obligations of the Parties arising from this Consortium Agreement may be assigned or transferred, in whole or in part, to any third party without the other Parties’ prior formal approval.

Amendments and modifications to the text of this Consortium Agreement not explicitly listed in Section 6.3.1.2 require a separate written agreement to be signed between all Parties.

13.5 Mandatory national law Nothing in this Consortium Agreement shall be deemed to require a Party to breach any mandatory statutory law under which the Party is operating.

13.6 Language This Consortium Agreement is drawn up in English, which language shall govern all documents, notices, meetings, arbitral proceedings and processes relative thereto.

13.7 Applicable law This Consortium Agreement shall be construed in accordance with and governed by the laws of Belgium excluding its conflict of law provisions.

13.8 Settlement of disputes The Parties shall endeavour to settle their disputes amicably.

In case of a conflict of opinion, which cannot be solved within the respective Consortium Body or between the respective Consortium Bodies, the Coordinator shall be approached for advice.

If the dispute persists, the Coordinator will ask the Governing Board to propose a solution.

If the Coordinator is involved in the conflict the Governing Board shall decide upon a new Party to resolve the subject matter amicably.

Should the attempts to settle the dispute within the Consortium fail to bring about a full agreement between the Parties, the Consortium will try to solve it through the mediation according to the rules of Mediation, Brussels. The language to be used in the mediation shall be English unless otherwise agreed upon.

If, and to the extent that any such dispute, controversy or claim has not been settled pursuant to the mediation within 60 calendar days of the commencement of the mediation, or a Partner due to its internal law cannot submit the dispute to mediation, the courts of Brussels shall have exclusive jurisdiction.

Nothing in this Consortium Agreement shall limit the Parties' right to seek injunctive relief in any applicable competent court


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Section 14: Signatures

Signature Party 1

AS WITNESS:

The Parties have caused this Consortium Agreement to be duly signed by the undersigned authorised representatives in separate signature pages the day and year first above written.

Norges forskningsråd

Signature(s)

Name(s)

Title(s)


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Signature Party 2

AS WITNESS:


Fonds voor Wetenschappelijk Onderzoek

Signature(s)

Name(s)

Title(s)


41

Signature Party 3

AS WITNESS:


Fonds voor Flankerend Economisch Beleid

Signature(s)

Name(s)

Title(s)


42

Signature Party 4

AS WITNESS:


Ministarstvo Znanosti i Obrazovanja

Signature(s)

Name(s)

Title(s)


43

Signature Party 5

AS WITNESS:


Innovation Fund Denmark

Signature(s)

Name(s)

Title(s)


44

Signature Party 6

AS WITNESS:


Eesti Teadusagentuur

Signature(s)

Name(s)

Title(s)


45

Signature Party 7

AS WITNESS:


Maaeluministeerium

Signature(s)

Name(s)

Title(s)


46

Signature Party 8

AS WITNESS:


Ministry of Agriculture and Forestry

Signature(s)

Name(s)

Title(s)


47

Signature Party 10

AS WITNESS:


Bundesministerium für Bildung und Forschung

Signature(s)

Name(s)

Title(s)


48

Signature Party 12

AS WITNESS:


Forschungszentrum Jülich GmbH

Signature(s)

Name(s)

Title(s)


49

Signature Party 13

AS WITNESS:


Bundesministerium für Ernährung und Landwirtschaft

Signature(s)

Name(s)

Title(s)


50

Signature Party 14

AS WITNESS:


Bundesanstalt für Landwirtschaft und Ernährung

Signature(s)

Name(s)

Title(s)


51

Signature Party 15

AS WITNESS:


Geniki Grammatia Erevnas Kai Technologias

Signature(s)

Name(s)

Title(s)


52

Signature Party 16

AS WITNESS:


Rannsóknamiðstöð Íslands

Signature(s)

Name(s)

Title(s)


53

Signature Party 17

AS WITNESS:


Marine Institute

Signature(s)

Name(s)

Title(s)


54

Signature Party 18

AS WITNESS:


Science Foundation Ireland

Signature(s)

Name(s)

Title(s)


55

Signature Party 19

AS WITNESS:


Consiglio Nazionale delle Ricerche

Signature(s)

Name(s)

Title(s)


56

Signature Party 20

AS WITNESS:


Ministero dell'Istruzione, dell'Università e della Ricerca

Signature(s)

Name(s)

Title(s)


57

Signature Party 21

AS WITNESS:


Innovasjon Norge

Signature(s)

Name(s)

Title(s)


58

Signature Party 22

AS WITNESS:


Fundação para a Ciência e a Tecnologia

Signature(s)

Name(s)

Title(s)


59

Signature Party 23

AS WITNESS:


Fundo Regional para a Ciência e Tecnologia

Signature(s)

Name(s)

Title(s)


60

Signature Party 24

AS WITNESS:


Unitatea Executivă pentru Finanțarea Învățământului Superior

Signature(s)

Name(s)

Title(s)

Signature Party 17


61

Signature Party 25

AS WITNESS:


Centro para el Desarrollo Tecnológico Industrial

Signature(s)

Name(s)

Title(s)


62

Signature Party 26

AS WITNESS:


Agencia Estatal de Investigacion

Signature(s)

Name(s)

Title(s)


63

Signature Party 27

AS WITNESS:


Västra Götalands Läns Landsting

Signature(s)

Name(s)

Title(s)


64

Signature Party 28

AS WITNESS:


Forskningsrådet för miljö

Signature(s)

Name(s)

Title(s)


65

Signature Party 29

AS WITNESS:


Office of the Prime Minister

Signature(s)

Name(s)

Title(s)


66

Signature Party 30

AS WITNESS:


JPI Oceans AISBL

Signature(s)

Name(s)

Title(s)


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[Attachment 1: Background included] According to the Grant Agreement (Article 24) Background is defined as “data, know-how or information (…) that is needed to implement the action or exploit the results”. Because of this need, Access Rights have to be granted in principle, but parties must identify and agree amongst them on the Background for the Cofund-Action. This is the purpose of this attachment. PARTY 1 As to [NAME OF THE PARTY], it is agreed between the parties that, to the best of their knowledge (please choose),

Option 1: The following background is hereby identified and agreed upon for the Cofund-Action. Specific limitations and/or conditions, shall be as mentioned hereunder:

Describe Background

Specific limitations and/or conditions for implementation (Article 25.2 Grant Agreement)

Specific limitations and/or conditions for exploitation (Article 25.3 Grant Agreement)

… … ..

.. … ..

Option 2: No data, know-how or information of [NAME OF THE PARTY] shall be Needed by another Party for implementation of the Cofund-Action (Article 25.2 Grant Agreement) or exploitation of that other Party’s Results (Article 25.3 Grant Agreement).

This represents the status at the time of signature of this Consortium Agreement. PARTY 2. As to [NAME OF THE PARTY], it is agreed between the parties that, to the best of their knowledge (please choose)

Option 1: The following background is hereby identified and agreed upon for the Cofund-Action. Specific limitations and/or conditions, shall be as mentioned hereunder:

Describe Background

Specific limitations and/or conditions for implementation (Article 25.2 Grant Agreement)

Specific limitations and/or conditions for exploitation (Article 25.3 Grant Agreement)

… … ..

.. … ..


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Option 2: No data, know-how or information of [NAME OF THE PARTY] shall be Needed by another Party for implementation of the Cofund-Action (Article 25.2 Grant Agreement) or exploitation of that other Party’s Results (Article 25.3 Grant Agreement).

This represents the status at the time of signature of this Consortium Agreement. Etc.


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[Attachment 2: Accession document]

ACCESSION

of a new Party to BlueBio Consortium Agreement, version […, YYYY-MM-DD] [OFFICIAL NAME OF THE NEW PARTY AS IDENTIFIED IN THE Grant Agreement] hereby consents to become a Party to the Consortium Agreement identified above and accepts all the rights and obligations of a Party starting [date]. Norges forskningsråd (Coordinator) hereby certifies that the consortium has accepted in the meeting held on [date] the accession of [the name of the new Party] to the consortium starting [date]. This Accession document has been done in 2 originals to be duly signed by the undersigned authorised representatives. [Date and Place] [INSERT NAME OF THE NEW PARTY] Signature(s) Name(s) Title(s) [Date and Place] [INSERT NAME OF THE COORDINATOR] Signature(s) Name(s) Title(s)

Documents

Consortium Agreement V2 ERA-NET Cofund on Blue Bioeconomy · 2020-01-28 · 7.6 Cost of Certificates of the Financial Statement ... 26 A, Kobenhavn K 1100, Denmark, hereafter IFD,