State Boundaries of Europe
Project Agreement page : 3 / 15
PROJECT AGREEMENT OF
State Boundaries of Europe
Development, Maintenance and Distribution
For
[name of organisation]
Version / Author / Date / CommentsV2.0 / Lise Just / 4 December 2008 / Final
V2.1 / Pierrette Fraisse / 23 December 2008 / Final corrected
V2.2 / Patricia Sokacova / 11 November 2009 / updated names
Contents
1 Preamble 3
2 Definitions 4
3 Scope and purpose of the Agreement 4
4 Parties 5
5 Intellectual property 5
6 Roles and tasks 6
7 Contractors 6
8 Infringement 7
9 Finance 7
10 Licensing and Distribution of the Product 8
11 Extraordinary costs 8
12 Accounts and auditing 8
13 Liability 9
14 Confidentiality 9
15 Force Majeure 9
16 Dispute resolution 10
17 Withdrawal and termination 10
18 Conflict between Agreement and Articles 10
19 Jurisdiction and applicable law 11
20 Supporting documents 11
21 Signature 12
SCHEDULE 1 NATIONAL RESERVATIONS 14
SCHEDULE 2 FINANCIAL PROVISIONS 14
To be finished later 14
SCHEDULE 3 PROTOCOL OF CHANGES 14
SCHEDULE 4 END-USER LICENSE AGREEMENT 14
To be finished when the product is ready for release 14
SCHEDULE 5 VALUE ADDED RESELLER LICENSE AGREEMENT 14
SCHEDULE 6 EVALUATION LICENSE AGREEMENT 14
1 Preamble
This agreement covers the activities of the Project Partners regarding the development and the maintenance of the STATE BOUNDARIES OF EUROPE dataset and its distribution. The STATE BOUNDARIES OF EUROPE database provides and maintains a “definitive” dataset of the European international land and sea boundaries, on the base of the boundary treaties and at the highest accuracy possible; the co-ordinates of the boundary marks and the boundary lines shall be given in the unique European coordinate system ETRS89.
This STATE BOUNDARIES OF EUROPE dataset, or range of datasets (at different resolution levels), will be also seen as a building block of the ESDI, the common European GI infrastructure promoted by the INSPIRE initiative. Closer to the requirements of EuroGeographics and its members, the STATE BOUNDARIES OF EUROPE dataset would provide a framework to facilitate the maintenance and convergence of our common pan-European products (EuroBoundaryMap, EuroGlobalMap, EuroRegionalMap), and also support the implementation of large scale interoperability projects. The European boundaries can also be seen in the perspective of climate change and the European Neighbourhood policy.
This dataset has great impact on many activities. A fixed agreed data model as base for a STATE BOUNDARIES OF EUROPE dataset would mean the availability of the ultimate ‘reference data’, a fixed frame, onto which national and European GI datasets can be hooked. It is thus envisioned that STATE BOUNDARIES OF EUROPE would be part of the maintenance and interoperability of the reference data within the INSPIRE vision. Therefore STATE BOUNDARIES OF EUROPE will comprise a shared topology with topographic features, e.g. shared line geometry or fixed nodes wherever there is a crossing point for the networks allowing therefore the simple plugging of all components of the reference data, as defined by INSPIRE ( first of all for some of the main topographic themes: transport and hydrography).
This agreement will read in parallel with an “Agreement on Development and Maintenance of State Boundaries of Europe Database”.
2 Definitions
EuroGeographics / The Association by that name.General Assembly / Annual meeting of all the members of EuroGeographics Association for the purpose of discussion/approval of membership, work plan, budget and other strategic EuroGeographics tasks.
Intellectual Property Rights / Includes all rights concerning intellectual property anywhere in the world whether or not registered and including applications for registration of any of them, including but not limited to copyright, patents, trade marks, design right, database rights, topography rights, know how, and other similar rights.
Product / State Boundaries of Europe
Programme Manager / EuroGeographics
Project Manager / The Project Manager is designated by the SBE Core Team, being now “General Administration of Patrimonial Documentation, Belgium.
Project Partner / NMCA (National Mapping and Cadastral Agency) who submit their data into the STATE BOUNDARIES OF EUROPE Database
Database
Co-ordinator / The organisation who manages the database
Database / Physical database in which data are stored according to the structure defined in the data model
Dataset / Set of data extractedof the database
Source Material / The material supplied by the Project Partners, which conforms to the “STATE BOUNDARIES OF EUROPE Data Model - Guidelines ”
Supporting Documents / Means the documents listed in Clause 20, all of which govern various and different aspects of the arrangement between the Parties, and which shall be maintained by EuroGeographics as set out in that Clause.
Contractor / Legal or natural person contracting with the End-User in order to perform work for the purpose of executing End-user's rights under the End-User Agreement.
End-User Licence Agreement / A Standard End-user Agreement approved by all parties to this Agreement for use in distribution of the Product as set out in Schedule 4.
VAR Licence Agreement / A Standard VAR Agreement approved by all parties to this Agreement for use in distribution of the Product as set out in Schedule 5.
Evaluation Licence Agreement / A Standard Evaluation Agreement approved by all parties to this Agreement for use in distribution of the Product as set out in Schedule 6.
3 Scope and purpose of the Agreement
3.1 EuroGeographics is an association (“EuroGeographics”) created and funded by the various National Mapping and Cadastral Agencies of Europe as listed in the EuroGeographics website (www.eurogeographics.org) for the purpose, among other things, of furthering the exchange of geographical information, including topographic mapping information as defined in the Articles of EuroGeographics.
3.2 It is one of the EuroGeographics’ Members’ responsibilities as National Mapping and Cadastral Agencies to ensure the availability of suitable European products, for public as well as private users. In order to develop the Product, the Project has been established and the present Agreement (the “Agreement”) has been developed.
3.3 The Product is developed for the wider European market and is not intended to compete with national products on the national market.
4 Parties
4.1 The Parties to this Agreement are EuroGeographics and the Project Partners.
4.2 Each Project Partner and EuroGeographics will sign this agreement. By signing this agreement, they enter into the Project, agreeing to fulfil the tasks allotted to them in the Agreement.
4.3 Any national reservations which a Project Partner wishes to make will be entered in Schedule 1 (One) and only be valid to the extent that they do not affect such Project’s Partner’s obligations and rights, or the obligations and rights of any other Project Partner, hereunder. Such reservations shall only come into force when communicated and agreed by the other Project Partners. To the extent that any Project partner makes any reservation which materially affect such Project Partner’s obligations and rights or the rights and obligations of any other Project Partner, this Agreement shall be treated as void in respect of the Project Partner making such reservation.
5 Intellectual property
5.1 The Project Partners have a jointly owned copyright to the Product.
5.2 The jointly owned copyright is limited to the Product as such, and no Intellectual Property Rights are transferred from a Project Partner to any other Parties to this Agreement unless this is specifically stated.
5.3 The Intellectual Property Rights in each Project Partner’s Source Material and any other information provided by each Project Partner under this Agreement is and shall remain in the exclusive legal and beneficial property of the Project Partner providing such Source Material or other information.
5.4 The Intellectual Property Rights in and to any additions, improvements, modifications or adaptations made by any Project Partner to the Source Material of any other Project Partner shall vest in the owner of such Source Material and, to the extent that they do not so rest, each Party agreed to execute an assignment thereof.
5.5 Each Party to this Agreement has the following limited rights to (i) the Source Material provided by the other Parties and (ii) the Product:
· To use the Source Material and any other information provided under this Agreement for the purpose of the Project as set out in full under this Agreement and the Supporting Documents.
5.6 Each Project Partner warrants that it has no reason to believe that use of the Source Material provided by such Project Partner according to this Agreement infringes any third party’s rights, and is not aware at the date of signature of this Agreement of any claim alleging that such infringement exists.
5.7 The Intellectual Property Rights of the STATE BOUNDARIES OF EUROPE data model belong to the EuroGeographics.
5.8 EuroGeographics is authorised on behalf of the Project Partners to license and distribute the Product. All distributed material shall be provided with the reference to the copyright as follows:
· “This product includes Intellectual Property from European National Mapping and Cadastral Agencies and licensed on behalf of these by EuroGeographics”. Short form – “© EuroGeographics ”
5.9 Each Project Partner grants the other Project Partners the right to use the Product for their own internal purposes. Such use shall be restricted to internal use on the Project Partners premises by its employees. Save as provided in Clauses 5.10 and 10.4, no Project Partner shall permit the product to be provided to third parties or use the product for any commercial purpose, including without limitation use in the development or provision of commercial products and/or services.
5.10 Any Project Partner retains usage and marketing rights to the Product for their area without paying a marketing fee to EuroGeographics.
6 Roles and tasks
6.1 The Programme Manager will:
· Monitor the Product dissemination and the Project to ensure that the Project evolves according to the strategic aims of EuroGeographics as approved by the General Assembly and according to the Articles of the EuroGeographics Association.
6.2 The Project Partners will:
· Manage the preparation of Source Material (each Project Partner manages the preparation of its Source Material);
· Provide Source Material according to the technical specification described in the supporting document “STATE BOUNDARIES OF EUROPE Data Model - Guidelines”.
· Provide all necessary information for the purpose of the Project and of distributing the product according to this Agreement.
· Comment and decide on all proposed changes to this agreement and supporting documents without undue delay.
· Ensure that all necessary and appropriate technical, contractual or other measures are taken, to prevent unauthorised use of or access to Source Material and any other infringement of Intellectual Property Rights of the Project Partners.
· In cooperation with the umbrella SBE Project, serve as the point of contact for the initiative to include Sea Borders in the SBE database.
6.3 The Database Coordinator will:
· Set up and update “STATE BOUNDARIES OF EUROPE Data Model – Guidelines” and other necessary documents for development and maintenance of the Product that must be approved by the Project Partners and the Programme Manager.
· Use the provided Source Material to produce and maintain the Product and to develop it according to the requirements approved by the Project Partners and the Programme Manager according to “STATE BOUNDARIES OF EUROPE Production and Maintenance Plan”.
6.4 The Project Manager will:
· Set up a “STATE BOUNDARIES OF EUROPE Production and Maintenance Plan” with the help of EuroGeographics
· Be responsible of the daily management of the project
· Manage a Project Budget according to this Agreement
· Report twice a year in writing to the Project Partners and the Programme manager on the Project.
6.5 EuroGeographics will:
· Collate, communicate, manage changes and archive the agreements signed by the Project Partners and the Supporting Documents.
· On behalf of the Project Partners manage the sales and marketing of the Product.
· Manage the financial accounts of the Project (the Project Account) according to this Agreement.
· Ensure that changes to this Agreement will be recorded in Schedule 3 (three), Protocol of Changes.
· Ensure that all necessary and appropriate technical, contractual or other measures are taken, to prevent unauthorised use of or access to Source Material and any other infringement of Intellectual Property Rights of the Project Partners.
7 Contractors
7.1 Any Project Partner shall have a right to provide the Product to their contractors only with the prior written consent of the Project Partner, provided that:
· such use is subject to the same requirements in respect of Confidential Information, security and unauthorised use as are set for in the End-User License Agreement; and
· the contracting party shall at all times be liable for the acts and omissions of such contractors.
7.2 Any Party may grant its contractor’s permission to store a single security copy of the Product for as long as it is necessary to perform the work assigned to it by the contract.
7.3 Any Party shall ensure that at the end of any contractor’s use of the Source Material and/or Product, such contractor shall return the Source Material and/or Product and destroy all copies.
8 Infringement
8.1 The Parties to this Agreement will co-operate to prevent, stop and avoid occurrence of any misuse/abuses of the Source Material or the Product.
8.2 Each Party to this Agreement shall notify the other Parties as soon as it suspects any infringement or any other breach by a third party of any Project Partner’s Intellectual Property Rights, and shall give such Project Partner(s) all reasonably required assistance in pursuing any such infringement(s).
8.3 The Parties to this Agreement appoints EuroGeographics to conduct all proceedings and actions’ relating to the infringement of the Product’s Intellectual Property Rights and take all reasonable steps to prevent or terminate such infringements of Intellectual Property Rights in the Project Partners Source Material. The Parties to this Agreement shall be kept promptly informed at all time as to the existence and progress of such cases. EuroGeographics shall not at any time admit liability or otherwise settle or compromise the said claim or action except upon the Project Partners instructions.