ACCOMPANYING MEASURES (Monocontractual version)

Article 1 – Scope
Article 2 – Duration
Article 3 - Estimated costs and maximum financial contribution of the Community
Article 4 – Project deliverables to be submitted to the Commission
Article 5 - Applicable law and jurisdiction
Article 6 - Special conditions
Article 7 – Amendments
Article 8 - Final provisions
Article 9 - Signature and language of the contract

ANNEX I:Table - Advance

Annex II: General conditions

Part A: Implementation of the project
Article1 - Definitions
Article2 - Management of the project
Article3 - The Community's financial contribution
Article4 - Submission of project deliverables
Article5 - Subcontracts
Article6 - Liability
Article7 - Termination of the contract

PartB: Rules relating to intellectual and industrial property, publicity and confidentiality

OPTION I: Community financing: 100% of all costs – Community ownership of knowledge
Article8.I - Ownership of knowledge
Article9.I - Protection of knowledge
Article10.I - Dissemination of knowledge
Article11.I - Publicity and communication of data in particular for standardisation purposes
Article12.I - Confidentiality

OPTION II: Community financing: 100% of all costs – Contractor's ownership of knowledge
Article8.II - Ownership of knowledge
Article9.II - Protection of knowledge
Article10.II - Dissemination of knowledge
Article11.II - Publicity and communication of data in particular for standardisation purposes
Article12.II - Confidentiality

OPTION III: Community financing: less than 100% of all costs – Contractor's ownership of knowledge
Sub-option 1
Article8.III - Ownership of knowledge
Article9.III - Protection of knowledge

Article10.III - Dissemination of knowledge
Article11.III - Publicity and communication of data in particular for standardisation purposes
Article12.III - Confidentiality

Sub-option 2
Article8.III - Ownership of knowledge
Article9.III - Protection of knowledge
Article10.III - Use of knowledge
Article11.III - Publicity and communication of data in particular for standardisation purposes
Article12.III - Confidentiality

Part C: Reimbursement of costs
Article13 - Eligible costs - general principles
Article14 - Direct costs
Article15 - Indirect costs
Article16 - Justification of costs

Part D: Auditing
Article17 - Financial audit
Article18 - Technical verification of the project

Part E-1: Brief summary of eligible costs
Cost statement- details by category

Part B: Rules relating to intellectual and industrial property, publicity and confidentiality

Article8.II - Ownership of knowledge

1. Knowledge resulting from the project shall be the property of the contractor carrying out the work generating that knowledge.

2. If persons employed by the contractor may claim rights to knowledge, the latter shall take steps or reach appropriate agreements to ensure that these rights are exercised in a manner compatible with its obligations under this contract.

3. On request and without prejudice to paragraph (5), the contractor shall grant the Commission an irrevocable right, on a royalty-free basis, to translate, reproduce, use, publish and distribute any document, on whatever medium, drawn up in the framework of the project.

4. The contractor shall indicate to the Commission the pre-existing know-how, in particular the copyrights, relating to any document, on whatever medium, drawn up in the framework of the project.

Where the contractor may not freely dispose of such pre-existing know-how, he shall beforehand take the necessary steps to obtain the authorisation to dispose thereof in compliance with his obligations under this contract and shall confirm this to the Commission.

The contractor shall bear any reasonable cost in connection with obtaining such authorisation or for which he may be held liable.

Article9.II - Protection of knowledge

The contractor who owns knowledge shall provide adequate and effective protection for such knowledge, in particular in the case of joint ownership, for an appropriate duration, in accordance with any applicable regulation or convention.

Article10.II - Dissemination of knowledge

The Commission shall ensure that knowledge which lends itself to dissemination is disseminated by the contractor through any appropriate means. As the case may be, the Commission may itself ensure the dissemination of such knowledge.

The contractor shall agree with the Commission on the terms of the dissemination of the knowledge within a reasonable time limit, in accordance withthe need to safeguard intellectual and industrial property rights, confidentiality, and taking into account the benefits of swift dissemination and the legitimate interests of the contractor.

Article11.II - Publicity and communication of data in particular for standardisation purposes

Where the measures referred to in subparagraph (1) presuppose access by the Commission or its duly authorised representatives to the premises of the contractor, the latter may refuse such access on the basis of legitimate interests.

- shall mention the relevant specific programme and the support provided by the Community,

and

- shall, where it is made by the contractor, specify that the information provided is the sole responsibility of the author and does not reflect the Community’s opinion, and that the Community is not responsible for any use that might be made of data appearing in this communication or publication.

Where the utilisation of the European emblem is envisaged, it shall require prior approval by the Commission. Standards, in particular with regard to graphics, in force within the Commission must be complied with.

The provisions of this contract shall be without prejudice to the rules applicable, within the standardisation bodies, to data transmitted to them.

Article12.II - Confidentiality

1. Without prejudice to Articles10.II and 11.II of this annex and any other obligation contained in this contract, the contracting parties shall be required to keep confidential any data, knowledge and documents and pre-existing know-how communicated to them on a confidential basis or the disclosure of which may be prejudicial to one of them.

This obligation shall no longer apply:

- where the content of such data, knowledge and documents and pre-existing know-how becomes publicly available through work or actions lawfully performed outside this contract and not based on activities under it,

- where such data, knowledge and documents and pre-existing know-how have been communicated without any confidentiality restrictions or where the disclosing party subsequently waives their confidentiality.

2. Where this contract provides for the communication of any data, knowledge, pre-existing know-how or document referred to in paragraph (1) of this article, the contracting parties shall first satisfy themselves that the recipient will keep it confidential and use it only for the purpose for which it is communicated.

Sub-option 1: Dissemination-oriented

Article8.III.1 - Ownership of knowledge

1. Knowledge resulting from the project shall be the property of the contractor carrying out the work generating that knowledge.

2. If persons employed by the contractor may claim rights to knowledge resulting from the project, the contractor shall take steps or reach appropriate agreements to ensure that these rights are exercised in a manner compatible with its obligations under this contract.

3. On request and without prejudice to paragraph (5), the contractor shall grant the Commission an irrevocable right, on a royalty-free basis, to translate, reproduce, use, publish and distribute any document, on whatever medium, drawn up in the framework of the project.

4 The contractor shall indicate to the Commission the pre-existing know-how, in particular the copyrights, relating to any document, on whatever medium, drawn up in the framework of the project.

Where the contractor may not freely dispose of such pre-existing know-how, he shall beforehand take the necessary steps to obtain the authorisation to dispose thereof in compliance with his obligations under this contract and shall confirm this to the Commission.

The contractor shall bear any reasonable cost in connection with obtaining such authorisation or for which he may be held liable.

Article9.III.1 - Protection of knowledge

The contractor

Article10.III.1 - Dissemination of knowledge

The Commission shall ensure that knowledge resulting from the project and which lends itself to dissemination is disseminated by the contractor through any appropriate means. As the case may be, the Commission may itself ensure the dissemination of such knowledge.

The contractor shall agree with the Commission on the terms of the dissemination of the knowledge within a reasonable time limit, in accordance withthe need to safeguard intellectual and industrial property rights, confidentiality, and taking into account the benefits of swift dissemination and the legitimate interests of the contractor.

Article11.III.1 - Publicity and communication of data in particular for standardisation purposes

Where the measures referred to in subparagraph (1) presuppose access by the Commission or its duly authorised representatives to the premises of the contractor, the latter may refuse such access on the basis of legitimate interests.

- shall mention the relevant specific programme and the support provided by the Community,

and

- shall, where it is made by the contractor, specify that the information provided is the sole responsibility of the author and does not reflect the Community’s opinion, and that the Community is not responsible for any use that might be made of data appearing in this communication or publication.

Where the utilisation of the European emblem is envisaged, it shall require prior approval by the Commission. Standards, in particular with regard to graphics, in force within the Commission must be complied with.

The provisions of this contract shall be without prejudice to the rules applicable, within the standardisation bodies, to data transmitted to them.

Article12.III.1 - Confidentiality

1. Without prejudice to Articles10.III.1 and 11.III.1 of this annex and any other obligation contained in this contract, the contracting parties shall be required to keep confidential any data, knowledge, documents and pre-existing know-how communicated to them on a confidential basis or the disclosure of which may be prejudicial to one of them.

This obligation shall no longer apply:

• where the content of such data, knowledge, documents and pre-existing know-how becomes publicly available through work or actions lawfully performed outside this contract and not based on activities under it,
• where such data, knowledge, documents and pre-existing know-how have been communicated without any confidentiality restrictions or where the disclosing party subsequently waives their confidentiality.

2. Where this contract provides for the communication of any data, knowledge, pre-existing know-how or document referred to in paragraph (1) of this article, the Commission and the contractor shall first satisfy themselves that the recipient will keep it confidential and use it only for the purpose for which it is communicated.

Sub-option 2: Use-oriented

Article8.III.2 - Ownership of knowledge

1. Knowledge resulting from the project shall be the property of the contractor carrying out the work generating that knowledge.

2. If persons employed by the contractor may claim rights to knowledge resulting from the project, the latter shall take steps or reach appropriate agreements to ensure that these rights are exercised in a manner compatible with its obligations under this contract.

3. On request and without prejudice to paragraph (5), the contractor shall grant the Commission an irrevocable right, on a royalty-free basis, to translate, reproduce, use, publish and distribute any document, on whatever medium, drawn up in the framework of the project.

4. The contractor shall indicate to the Commission the pre-existing know-how, in particular the copyrights, relating to any document, on whatever medium, drawn up in the framework of the project.

Where the contractor may not freely dispose of such pre-existing know-how, he shall beforehand take the necessary steps to obtain the authorisation to dispose thereof in compliance with his obligations under this contract and shall confirm this to the Commission.

The contractor shall bear any reasonable cost in connection with obtaining such authorisation or for which he may be held liable.

Article9.III.2 - Protection of knowledge

1. The contractor who owns knowledge resulting from the project shall provide adequate and effective protection for such knowledge for an appropriate duration, in accordance with any applicable regulation or convention.

2. The contractor may publish, or allow the publication of, data, on whatever medium, concerning knowledge which heowns provided that this does not affect the protection of that knowledge.

The contracting parties shall have, in good time, prior warning of any planned publication and the scheduled date thereof. A copy of the medium containing these data shall be communicated to them if they so request within 30 days as of receiving such warning. They may oppose such publication on the grounds of properly justified objections within a new period of 30 days as of receiving such data where, from their point of view, it would adversely affect the protection of the knowledge as referred to in paragraph (1) of this article.

Article10.III.2 - Use of knowledge

1. The contractor shall use the knowledge which he owns, or cause such knowledge to be used, within a reasonable time limit in accordance with the interests of the Community and in line with international agreements concluded with the Community.

2. If the knowledge is not used in accordance with the terms and time limit referred to under paragraph (1) of this article, the contractor shall disseminate it, in accordance with:

- the need to safeguard intellectual and industrial property rights,

- confidentiality,

and taking into account the benefits of swift dissemination and his legitimate interests.

Should the contractor fail to do so, the Commission shall disseminate the knowledge itself at the same conditions.

Article11.III.2 - Publicity and communication of data in particular for standardisation purposes

Where the measures referred to in subparagraph (1) presuppose access by the Commission or its duly authorised representatives to the premises of the contractor, the latter may refuse such access on the basis of legitimate interests.

- shall mention the relevant specific programme and the support provided by the Community,

and

- shall, where it is made by the contractor, specify that the information provided is the sole responsibility of the author and does not reflect the Community’s opinion, and that the Community is not responsible for any use that might be made of data appearing in this communication or publication.

Where the utilisation of the European emblem is envisaged, it shall require prior approval by the Commission. Standards, in particular with regard to graphics, in force within the Commission must be complied with.

The provisions of this contract shall be without prejudice to the rules applicable, within the standardisation bodies, to data transmitted to them.

Article12.III.2 - Confidentiality

1. Without prejudice to Articles10.III.2 and 11.III.2 of this annex and any other obligation contained in this contract, the contracting parties shall be required to keep confidential any data, knowledge, documents and pre-existing know-how communicated to them on a confidential basis or the disclosure of which may be prejudicial to one of them.

This obligation shall no longer apply:

- where the content of such data, knowledge, documents and pre-existing know-how becomes publicly available through work or actions lawfully performed outside this contract and not based on activities under it,

- where such data, knowledge, documents and pre-existing know-how have been communicated without any confidentiality restrictions or where the disclosing party subsequently waives their confidentiality.

2. Where this contract provides for the communication of any data, knowledge, pre-existing know-how or document referred to in paragraph (1) of this article, the contracting parties shall first satisfy themselves that the recipient will keep it confidential and use it only for the purpose for which it is communicated.

Part C: Reimbursement of costs

Article 13 - Eligible costs - general principles

1. Eligible costs are the costs defined in Articles14 and 15 of this annex. They shall fulfil the following conditions:

- be necessary for the project,
- be incurred during the duration of the project,
- be determined in accordance with the accounting principle based on historic costs and the usual internal rules of the contractor, provided that they are regarded as being acceptable by the Commission,
- be recorded in the accounts no later than the contract completion date or in the tax documents,
and
- exclude any profit margin.

Without prejudice to the provisions of subparagraph (1),

- the costs for drawing up the final report shall be eligible when incurred by the contractor within a maximum period of two months as of the end of the duration of the project,

- the durable equipment may have been purchased or leased before the project commencement date, within the limits specified in Article 14(2) subparagraph 5.

2. Non-eligible costs are in particular the following:

- costs related to return on capital employed,
- provisions for possible future losses or charges
- interest owed,
- provisions for doubtful debts,
- resources made available to the contractor free of charge,
- value of contributions in kind,
- unnecessary or ill-considered expenses,
- marketing, sales and distribution costs for products and services,
- indirect taxes and duties, including VAT,
- entertainment or hospitality expenses, except such reasonable expenses accepted as wholly and exclusively necessary for carrying out the work under the contract,
- any cost incurred or reimbursed, in particular in respect of another Community, international or national project, subject to the provisions of Article 14(2) subparagraph 5, second indent.

3. A cost shall only be charged to one of the eligible cost categories set out in Articles14 and 15 of this annex.

4. The contractor shall be authorised to transfer the budget provided for in the table of the indicative breakdown of estimated eligible costs between cost categories, provided that:

- he informs the Commission of such transfer by confirming in writing that the scope of the project and the conditions of participation referred to in Articles 3 to 12 of the Decision are not fundamentally altered,

and

- the amounts successively transferred do not exceed 20% of the amount allocated in the table of the indicative breakdown of estimated eligible costs.

Any other properly substantiated transfer shall require prior approval by the Commission.

The Commission's approval shall be deemed to have been given in the absence of observations within one month of receipt of the request made by the contractor.

The budget for the costs for the protection of knowledge may not be the subject of a transfer to other categories of eligible costs.

Article 14 - Direct costs

1. Personnel

With regard to personnel costs,

a) Only the costs of the actual hours worked by the persons directly carrying out the scientific and technical work under the project may be charged to the contract.

In compliance with Article 8(3) of this Annex, such persons must:

- be directly employed by the contractor in accordance with his national legislation,
- be under the sole technical supervision of the latter,
and
- be remunerated in accordance with the normal practices of the contractor, provided that these are regarded as being acceptable by the Commission.

All the working time charged to the contract must be recorded within a period not exceeding two months from the end of the duration of the project and be certified at least once a month by the person in charge of the work designated by the contractor in accordance with Article 2(1) of this annex or by the duly authorised financial officer of the contractor.

b) Personnel costs shall comprise:

- the actual costs (gross remuneration and related charges),

- average employment costs, where these correspond to the normal practices of the contractor, provided that such costs do not differ significantly from the actual costs and that such practices are regarded as being acceptable by the Commission.

2. Durable equipment

Costs relating to the purchase or leasing of durable equipment shall be charged to the contract pursuant to this paragraph.

Hire costs shall be charged to the contract pursuant to paragraph 3 of this article.

The eligible costs for leased durable equipment shall not exceed the costs that would have been incurred in case of purchase of equipment, taking account of the formula below.

The costs to be charged to the contract shall be calculated according to the following formula:

A/B x C x D

A = the period in months during which the durable equipment is used for the project after invoicing,

B = the depreciation period for the durable equipment: 36 months for computer equipment costing less than 25 000 EUR or 60 months for other equipment,

C = the actual cost of the durable equipment,

D = the percentage of usage of the durable equipment for the project.

The durable equipment may have been purchased or leased:

- within the six months preceding the project commencement date,

- for a previous contract concluded with the Community, provided that the depreciation period has not been exceeded. Only the costs relating to the unexpired depreciation period may be charged.

3. Subcontracting

With the exception of costs charged to the contract pursuant to paragraph (1) of this article, the actual costs of subcontracts may be charged to the contract if:

- they are incurred in compliance with the conditions set out in Article 5 of this annex,

- the subcontracts are awarded and concluded in accordance with the usual procedures of the contractor,

- they are in accordance with market prices

and

- the copies, certified by the contractor, of relevant invoices are attached to the corresponding cost statements.

4. Travel and subsistence

Actual travel and related subsistence costs for personnel working on the project, in accordance with paragraph (1) of this article may be charged to the contract.

The prior agreement of the Commission shall be required for any destination outside the territory of the Member States, the Associated states or a third country where a contractor is established, unless such a destination is provided for in Annex I.

The Commission's approval shall be deemed to have been given in the absence of observations within one month of receipt of the request made by the contractor.

Travel and subsistence costs shall be established on the basis of the usual rules of the contractor.

5. Consumables

The actual costs relating to consumables, including particularly software licences, that are specifically acquired for the project and whose purpose so justifies may be charged to the contract.

6. Computing

Computing costs, including the costs resulting from the use of computer services and media at the disposal of the contractor, may be charged to the contract. They must be substantiated in accordance with the rules applicable to the contractor.

7. Protection of knowledge

The costs of the protection of knowledge generated in the framework of the project shall comprise the actual costs necessary for adequate and effective protection for such knowledge, taking into account the interests of the Community. They shall be eligible only insofar as the Commission has given its prior written approval to the contractor and competition rules, in particular those concerning the Community framework for State aid to research and development, are complied with.

The Commission's approval shall be deemed to have been given in the absence of observations within one month of receipt of the request made by the contractor.

They comprise:

- the costs of documentary research preliminary to the filing of an application for the granting of an industrial property right

- the fees payed to relevant authorities that are necessary with a view to the granting of an industrial property right or its territorial extension, provided that prior documentary research, as referred to in the first indent, has been carried out

and

- the fees payed to relevant authorities to extend the duration of the industrial property right.

Fees paid to advisers with a view to the protection of such knowledge shall be reimbursable provided that an application for the granting of an industrial property right has been subsequently filed. Personnel costs incurred in this connection shall be reimbursable, provided that:

(i) the conditions of paragraphs 1(a) and (b) of this article shall apply mutatis mutandis,

and

(ii) the time actually worked on the project shall be recorded and certified in accordance with paragraph (1)(a), third sentence of this article.

The Community’s financial contribution in respect of subparagraph 3 of this paragraph may not exceed EUR 4 000 per industrial property right.

The costs of protection of such knowledge shall exclude, for instance:

- translation costs ;

- the costs of creating and marketing a product or process and the costs of creating and providing a service.

8. Other specific costs

Other specific actual costs shall not come into any of the categories of eligible costs indicated in paragraphs (1) to (7) of this article and in Article 15 of this annex. They may include, in particular, the costs of prototypes or equipment fabricated, the costs of using large testing equipments and simulators, or the direct costs incurred in the setting-up of financial guarantees requested by the Commission.

They shall only be eligible subject to prior written approval of the Commission unless they are already provided for in Annex I to this contract.

The Commission's approval shall be deemed to have been given in the absence of observations within one month of receipt of the request made by the contractor.

Article 15 - Indirect costs

A maximum lump sum of [...%]⁵ of the eligible personnel costs referred to in Article 14(1)(b) of this annex may be charged to this contract as overheads relating to the carrying out of the work specified in the project.

_________________________
5. To be set according to the type of action; the percentage must in no event exceed 80%.

Article 16 - Justification of costs

Eligible costs shall be reimbursed where they are justified by the contractor.

To this end, the contractor shall maintain, on a regular basis and in accordance with the normal accounting conventions of the State in which he is established, the accounts for the project and appropriate documentation to support and justify in particular the costs and time reported in his cost statements.

This documentation must be precise, complete and effective.

Part D: Auditing

Article 17 - Financial audit

1. The Commission, or any representative authorised by it, may initiate an audit at any time during the contract and up to five years after each payment of the Community contribution, as referred to in Article 3(1) subparagraph (1) of this annex.

The audit procedure shall be deemed as initiated on the date of receipt of the relevant registered letter with acknowledgment of receipt sent by the Commission.

It shall be carried out on a confidential basis.

2. The Commission or any authorised representative may have access, at any reasonable time, in particular to the personnel of the contractor connected with the project, the documentation referred to in Article 16 of this annex, computer records and equipment that it considers relevant. In this connection, it may request that data be handed over to it in an appropriate form in order, for instance, to ascertain the eligibility of the costs.

The Commission shall take appropriate steps to ensure that its authorised representatives treat confidentially the data to which they have access or which have been provided to them.

3. On the basis of the findings made during the financial audit, a provisional report shall be drawn up. It shall be sent to the contractor, who may make observations thereon within one month of receiving it.

The final report shall be sent to the contractor. The latter may communicate his observations to the Commission within a month of receiving it. The Commission may decide not to take into account the observations conveyed after the deadline.

On the basis of the conclusions of the audit, the Commission shall take all appropriate measures which it considers necessary, including the issuing of a recovery order regarding all or part of the payments made by it.

4. The Court of Auditors may verify the use made of the Community's financial contribution in the framework of this contract, on the basis of its own rules.

Article 18 - Technical verification of the project

1. The Commission, or any representative authorised by it, may initiate a technical verification of the project until the contract completion date in order to verify that the project is being or has been carried out in accordance with the conditions indicated by the contractor.

The verification procedure shall be deemed as initiated on the date of receipt of the relevant registered letter with acknowledgment of receipt sent by the Commission.

It shall be carried out on a confidential basis.

2. The Commission or any authorised representative may have access to the locations and premises where the work is being carried out, and to any document concerning the work, and may request the submission of documents under identical conditions as those set out in Article17(2) of this annex.

Prior to the carrying out of the technical verification, the Commission shall disclose to the contractor the identity of the authorised representatives who are intended to perform the verification. It shall take account of any objection on the part of the contractor based on legitimate interests.

3. The contractor shall provide appropriate assistance to the Commission or its authorised representatives.

4. A report on the technical verification of the project shall be sent to the contractor. The latter may communicate his observations to the Commission within a month of receiving it. The Commission may decide not to take into account the observations conveyed after the deadline.