APPENDIX 4
GENERAL TERMS AND CONDITIONS FOR COOPERATION AGREEMENT
IN TEKES PROJECTS
1. Applying the general terms and conditions
1.1 These general terms and conditions for cooperation agreement in Tekes projects shall constitute an integrated part of the cooperation agreement signed by the Parties concerning public research project funded by Tekes.
2. Definitions
2.1 Intellectual Property Rights means all statutory protection forms of intellectual property anywhere in the world including inventions, patents, utility models, trademarks, copyrights, integrated circuit design rights, plant breeder’s rights, design rights and unregistered design rights, confidential know-how and applications related to intellectual forms of protection.
2.2 Associated Company means a juridical person directly or indirectly under the authority of another or who directly or indirectly has steering authority over another individual. Steering authority means that a juridical person has at least 50% direct or indirect title in a community or is entitled to choose or govern board members or people in similar positions in a way dictated by voting power.
2.3 Title/Ownership means not only the right in rem but additionally copyright, rights to patent and other Intellectual Property Rights.
2.4 Contracting Party means Research Parties and Industry Parties.
2.5 To Need/Need means that access rights are necessary because without such access rights, the use of Results would be technically or legally impossible.
2.6 Background means all data created outside the project, both material and immaterial, regardless of it being protected or eligible for protection by Intellectual Property Rights or confidentiality, and which is owned by a Party or to which a Party holds the right to grant access rights. It refers only to material that is brought or specifically named as Background for the project.
2.7 Results mean all material and immaterial outcomes and data of the project, regardless of them being protected or eligible for protection by Intellectual Property Rights or confidentiality.
2.8 Research Parties means those universities, polytechnics and other research institutes who carry out research activities under the project. Research organisation is a community, regardless of its legal status (subject to either public or civil law) or its method of financing, with the main objective of practising autonomous basic research, industrial research or experimental development or spreading the results of such activity widely through education, publications or information transfer. A Research Party is the Party, which has been granted Tekes public research funding.
2.9 Industry Parties means those Parties that are listed as Industry Parties in the agreement.
3. Responsibilities of the Parties
3.1 The coordinator mentioned in the signatory pages of the agreement is responsible for the consortium's coordination. A particular responsibility of the coordinator is to manage the flow of information for the project. All messages addressed to the steering group shall be delivered to the coordinator.
3.2 The Parties shall pledge to co-operate and fulfil their appointed duties as defined in the agreement without undue delay.
3.3 The Parties shall carry out their project-related activities with appropriate diligence and with recourse to trained personnel.
3.4 When a third party, such as a subcontractor, a student or a grant-receiving researcher, is commissioned by a Contracting Party to carry out the project, the Party shall be obliged to ensure that it receives from the third party full rights to the Results and the associated data. The Party is obliged to ensure that the third party pledges to confidentiality as it is defined in this agreement by, for example, a written agreement.
4. Project steering group
4.1 The realisation of the project shall be supervised and directed by the project steering group, in which each Party is entitled to be represented. The steering group members shall be chosen in the first project meeting.
4.2 The particular task of the steering group is to supervise and direct the implementation of the project, and to this end the steering group shall:
a) define the objectives set for the project,
b) accept the plans regarding the project and handle reviews of and changes to the research plan,
c) supervise the project's progression and support the activities of responsible persons and the accountable researcher,
d) decide on the publication of the project’s Results during the project, while taking into account the provisions of article 7,
e) inform the Research Parties of their views on the project Results presented to them,
f) recognises the project's Results and discuss the utilisation and publication of these Results, including a public summary to Tekes,
g) declare the steering group’s work finished,
h) accept new Parties to join the project based on proposals made by the Research Parties,
i) decide on the issuing of a written notice and the dissolving of the agreement under article 13 and
j) deal with other important matters regarding the project.
4.3 The Steering Group shall be convened by the coordinator. The coordinator shall convene the Steering Group when it is necessary or two other Parties ask for it.
4.4 The steering group shall not change the project's objective, cost estimate nor timetable unless the Parties agree upon the changes in writing and Tekes accepts the changes. The steering group's decisions that change the responsibilities, accountabilities or rights of a single Party shall require the acceptance of the Party in question.
4.5 A Party may replace its steering group representative with a person it deems appropriate or may be represented by a person who has been specifically authorised for the task. The coordinator shall be notified without delay of changes regarding representatives and authorisations. The expert members shall not be entitled to authorise another person to participate in the steering group on their behalf.
4.6 Each Party has one vote in the steering group. The steering group shall have a quorum when at least half of the Research Party representatives and Industry Party representatives with voting power are present.
4.7 The steering group decisions shall be made unanimously unless otherwise agreed upon on a case-specific basis.
4.8 When the steering group discusses a possible breach of the agreement, the Party accused of breaching the agreement shall not have a right to vote on the matter. If a breach is found to have taken place, the breaching Party shall lose its right to vote until the breach has been remedied.
4.9 Tekes representatives and expert members of the steering group shall not have the voting right in steering Group meetings. An expert member who is not employed by a Party shall commit to confidentiality through a separate written agreement.
4.10 The meetings may be held or participated electronically through the internet, phone, email or other similar technology, if none of the Parties oppose this on a case-specific and legitimate basis and the coordinator so decides.
5. Costs and funding
5.1 The Project funding shall be equivalent to the sum recorded in Tekes’ funding decision regarding the project.
5.2 The Industry Parties shall commit to funding of the project for its entire duration. The funding instalments already paid by the Industry Parties shall not be repaid even if Tekes discontinues the funding or decides not to extend funding for the Project.
5.3 Unless otherwise agreed, the Industry Parties shall pay their funding shares in two instalments against invoice. The first instalment (50%) shall be invoiced when the agreement is signed and the second instalment (50%) shall be invoiced midway through the project. Each Research Party shall invoice the Industry Parties for their own part.
5.4 The payment shall be carried out within fourteen (14) days of the date of the invoice. The interest on overdue payments shall be in accordance with the applicable Interest Act. Collection charges shall be invoiced separately.
5.5 If the project's objective or timetable should be changed, the cost estimate and shares of payment shall be revised. The payment share of an Industry Party shall not be raised from what has been recorded in Tekes’ funding decision without the consent of the company in question.
6. Confidentiality
6.1 Any information given to a Party by another Party shall be considered confidential if it has been marked as such, regardless of the form of the information. Orally expressed information intended as confidential shall be stated to be confidential at the time of disclosure and confirmed as such with a written notice within fourteen (14) days.
6.2 The project’s Results shall be kept confidential during the project as per the provisions given in Article 7.
6.3 The Parties shall commit to handling confidential information with due confidentiality, they shall commit to not disclosing confidential information to third parties, and they shall commit to not using it for any other purpose than carrying out the rights and responsibilities stated in this agreement.
6.4 Information shall not be considered confidential if
a) it is public knowledge at the time it is communicated or later becomes such without the contribution of the receiving Party,
b) it was already known by the receiving Party before the other Party conveyed the information to it,
c) the Party received it from a third party without confidentiality obligations,
d) the receiving Party has developed it independently or
e) the Party disclosing the information has accepted it as free of confidentiality obligations through written consent.
6.5 The agreement shall not restrict the receiving Party from complying the law or obeying a public authority’s order to disclose confidential information. However, the Party disclosing the information shall be obliged to inform without delay the Party that communicated this information.
6.6 The Parties shall be entitled to disclose to Tekes confidential information that is essential for implementing the Project.
6.7 The Parties shall be entitled to give confidential information to Associated Companies provided that the Party binds them to confidentiality obligations equivalent to the confidentiality obligations the Party itself has committed to. The recipient’s Need to receive confidential information in order to carry out the project or utilise its Results is a prerequisite for disclosing confidential information.
6.8 The confidentiality obligations described in this article shall remain effective regardless of the termination of this agreement and they shall remain effective for five (5) years starting from the date of termination.
7. Publication of Results
7.1 The project's Results shall be public. Tekes’ funding conditions shall be adhered to when publishing the Results.
7.2 During the project, the Parties shall be entitled to publish the Results once the steering group has accepted the publication. The steering group shall be notified of the material to be published and the publication medium (e.g. name of scientific journal) as well as of the planned date of publication (notice of publication). Consent shall be considered granted if none of the steering group members informs of any objection to this within fourteen (14) days of receiving the notice of publication.
7.3 The Parties may object to the publication in its presented form or manner only by citing acceptable reasons that are related to the Results or confidential information. Such acceptable reasons include:
a) the publication would lead to the disclosure of a Party's confidential information or
b) the publication would prevent a Party from applying for a patent or
c) the publication would prevent a Party from protecting its legal rights to the Results.
7.4 If the publication includes disclosing a Party's confidential information, the Parties shall discuss how the publication should be altered to remove this information. The Party objecting to the publication shall give notice of the alterations it demands within two (2) months of the notice of publication. Otherwise, the publication permission shall be considered granted.
7.5 If the publication may prevent a Party from applying for a patent or otherwise protecting its rights to the Results, the publication shall be postponed until these rights have been protected, although this delay may not be longer than four (4) months from the date of receiving the notice of publication.
7.6 Theses written during the project shall always be public. Copyright to any thesis shall always be vested in the author or creator of the said work. For the sake of clarity, it shall be stated that, based on this agreement, the Research Parties shall not be held responsible for the compliance with the agreement of those people who are not in the employment of the Research Parties. (See Article 3.4.)
7.7 Each Research Party shall, to the extent possible, comply with the principles of open science that its organisation has accepted, including the data policy and publication principles of the university.
8. Background
8.1 This agreement shall not apply to the title and user rights of Background..
8.2 The Parties shall autonomously decide which Background they provide to other Parties for implementing the project.
8.3 Access rights to the Background shall be granted without separate compensation until the end of the project and for the purpose of implementing the project. Access rights shall not be transferred, nor shall other user rights be granted based on them.
8.4 The Party disclosing Background may request a separate agreement before granting the access rights. The steering group shall be notified of these agreements.
8.5 The Background of a Party shall be returned or, if so ordered by the owner, destroyed without unnecessary delay after the project has ended.
8.6 If a Party Needs access rights (including right to sublicense) to the Background of another Party in order to utilise its own Results, the access rights shall be granted with fair, reasonable and non-discriminatory terms (FRAND).
8.7 The Parties’ Associated Companies retain the same rights to the Background as those held by the corresponding Party.
9. Results
9.1 Title and Intellectual Property Rights pertaining to the project Results belong to the Research Party that has generated them or for which they have been generated.
9.2 Title and Intellectual Property Rights pertaining to the Results generated together shall be vested in the Research Parties in proportion to their participation in the generation of the Results.
9.3 If the Research Parties’ contributions to the generation of the Results cannot be ascertained or do not form an indivisible whole, title and Intellectual Property Rights pertaining to the jointly generated Results shall be vested jointly, in proportion to their share of the Project’s total funding, in those Research Parties that have contributed to generation of these results through implementing this Project. Patentable inventions shall be jointly owned in proportion to the inventors’ contributions. The terms and conditions of joint ownership will be agreed upon separately between the joint owners.