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N. 33, May - June 2007
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 | IP & RTD: Articles
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DESCA The Simplified FP7 Model Consortium Agreement
A user-friendly approach provided by DESCA
Anne Müngersdorff
Deputy Director of KoWi, the EU liaison office of the German
research organisations and DESCA project leader
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DESCA (DEvelopment of a Simplified
Consortium Agreement for FP7) is
a comprehensive, modular consortium agreement for the Seventh Framework
Programme (FP7). DESCA was initiated by a multinational core group: ANRT, the
French national association of technical research; the German CA-Team,
represented by the Helmholtz Association and by KoWi, the EU laision office of
the German research organisations; EARTO, the European Association of Research
and Technology Organisations; Eurochambres, the Association of European
Chambers of Commerce and Industry; and UNITE, the Universities International
Team of Experts.
Co-developed with the FP community, it offers a reliable frame of
reference to balance the interests of all of the main participant categories in
FP research projects: large and small firms, universities, public research
institutes and RTOs.
Since FP6, consortium agreements are mandatory for most FP-funded
research projects. The purpose of a consortium agreement is to regulate
critical aspects of project governance not covered by the grant agreement
between the Commission and the project consortium. Key aspects covered in
consortium agreements are typically:
- the internal organisation of the consortium (e.g. membership of
management bodies, voting rights, settlement of disputes between
partners);
- the distribution of the Community financial contribution (e.g.
when should the project coordinator distribute advance payments from the
Commission to the other partners?);
- management of intellectual property and access rights to results
(e.g. when, and on what terms, should access to results be provided to other
partners and their affiliates?);
- liability and confidentiality arrangements between partners
(e.g. the extent of liability of the partners to one another and toward third
parties).
The EC grant agreement in FP7 is an agreement between the European
Community, represented by the Commission, the beneficiary acting as coordinator
of the consortium and other beneficiaries who acceded to this agreement. Under
the EC grant agreement, the beneficiaries are deemed to have concluded a
consortium agreement in an indirect action financed under FP7 to govern a
number of issues that will or may arise during the project. A CA is required
for all projects financed under the Seventh Framework Programme unless
otherwise stipulated in the call for proposals.
The CA is a supplementary agreement made between the beneficiaries
acting as contracting Party in the same indirect action financed by the
European Community. In the implementation of the Project, the provisions of a
CA should not affect the beneficiaries’ obligations to the Community
and/or to each other in accordance with the Rules for Participation and the EC
grant agreement.
DESCA contains complementary contractual provisions, but they do not
contradict or negate those obligations. The Parties’ responsibilities
are identified in a variety of documents as taking part in the efficient
implementation of the Project and cooperating in good faith.
DESCA is intended to be a reliable frame of reference with broad
support within the FP community. In FP6, many different groups produced their
own model consortium agreement to fit their particular circumstances. Some
users then compiled what looked like the “best bits” from
different models, which sometimes resulted in internally inconsistent
documents.
The DESCA project has tried to bring together all the key groups
involved in producing FP6 model consortium agreements, with the aim of
producing one consistent modular agreement for FP7 that balances the interests
of all key player categories, in the spirit of “Responsible
Partnering” (www.responsible-partnering.org ).
DESCA is also a much simpler consortium agreement compared to many
of the FP6 models. Before, inexperience and caution encouraged prudence and
sometimes over-precision. Now, with the benefit of experience, DESCA offers a
model stripped of unnecessary complexity in both content and language.
DESCA is not an inflexible straightjacket, however. On issues where
different project types (e.g. large long-term multi-partner consortia as
compared to close-to-market SME-centred projects) or different actor categories
(e.g. research-oriented universities as compared with application-focussed
enterprises) typically involve different interests, DESCA offers variant
options for clauses around its core text. These are clear cut options to choose
which those that are most important for the part on intellectual property
rights (IPR) issues. Great care has gone into making sure these variants remain
consistent with the core text. DESCA users remain free, of course, to make
their own adaptations.
DESCA is also intended as an educational exercise. It comes with
guidance notes to help research managers without legal training, as well as
first-time FP participants, to recognise key issues and to make informed
choices about the best wording to protect their interests. Furthermore, DESCA
refers to the main articles of the model Grant Agreement and Rules for
Participation to be used in research projects funded under FP7.
For different project types, DESCA provides specific models, such as
ones for medium- and large-scale integrating projects, small projects or
projects requiring special clauses for software. The finalised versions of
these models as well as a range of attachments are available on the DESCA
website below.
The DESCA Core Group makes the DESCA Model Consortium Agreement
available free of charge to any and all current and potential Framework
Programme projects and participants for them to use as they see fit, with them
being fully responsible and without any warranty being given or implied.
The DESCA Core Group recognises that DESCA Model Consortium
Agreement users may wish to adapt the original DESCA text to their own needs,
and so it invites them, in the interest of transparency and integrity, to
freely and clearly indicate to their actual or potential partners the
adaptations they have made.
On 22nd June 2007, the DESCA Core Group will present the
“Simplified FP7 Model Consortium Agreement” in Brussels. The
conference will take place in the Jacques Delors Building, Rue Belliard 99,
6th Floor, Room 62, from 10:30 a.m.
to 4.30 p.m. The participation in the event is free of charge, the deadline for
the online registration will be June 15, 2007.The online-registration is
possible at
www.kowi.de/desca-conference.
The DESCA model version 1 is available at
www.DESCA-FP7.eu.
In addition to this DESCA version 1 (master with elucidation) also
four pre-worked examples of DESCA version 1 are available.
Below you will find a picture of the DECSA Core Group from the DESCA
Launch in Bonn 17 January 2007. From the left side to the right: Alain
Quevreux, ANRT; Jutta Suksi, EARTO/VTT, Annika Thies, Helmholtz; Anne
Müngersdorff, KoWi; Jean-Marc Levy, ANRT; Willem Wolters, UNITE, Chris Hull,
EARTO; Bert Bohlander, UNITE. (Vincent Tilman, EUROCHAMBRES was not present).
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