Annex 4

to the LU procedure for effective collaboration project implementation

COLLABORATION AGREEMENT ON EFFECTIVE COLLABORATION PROJECT IMPLEMENTATION

Riga, ______20__

State public entity “University of Latvia”, registration No. 172057, registered address: Raiņa bulvāris 19, Riga, LV-1586, represented by the rector Indriķis Muižnieks, acting on the basis of the Constitution of the University of Latvia (hereinafter - LU), and ______(name of the effective collaboration project partner), Reg. No. ______, registered address ______, LV-_____, represented by the ______, acting on the basis of ______(hereinafter - the Partner), jointly referred to as the Parties and separately as the Party (hereinafter - the Party), mutually conclude the following collaboration agreement (hereinafter - the Agreement):

I. TERMS USED IN THE AGREEMENT

  1. This Agreement uses the definitions used in the Commission Regulation (EU) No 651/2014 of 17 June 2014 declaring certain categories of aid compatible with the internal market in application of Articles 107 and 108 of the Treaty Text with EEA relevance (general block exemption regulation) (“Official Journal of the European Union”, June 26 2014, L 187).
  2. Effective collaboration - collaboration between at least two independent parties to exchange knowledge or technology, or to achieve a common objective based on the division of labour where the parties jointly define the scope of the collaborative project, contribute to its implementation and share its risks, as well as its results. Contract research and provision of research services are not considered forms of effective collaboration.
  3. Effective collaboration project partner - a merchant registered in the Commercial Register of the Republic of Latvia, a public entity (including municipalities and municipal enterprises) or other person (such as a physical person, association, foundation).
  4. Types of effective collaboration projects (hereinafter - the Project) - fundamental research, industrial research, experimental development and technical feasibility study.
  5. In-kind contribution - property contributions (land or immovable property, scientific equipment or technology owned by the Partner; materials or raw materials the Partner grants for reaching the specific objectives of the project (for example, physical, biological, chemical or other materials or raw materials, laboratory glassware or medicines required for the implementation of the research)) or non-material contributions - volunteer work or professional work without remuneration.
  1. OBJECTIVES OF THE AGREEMENT
  1. The objectives of the Agreement are:
  2. To facilitate collaboration between the LU and the Partner to provide quality solutions for research and development tasks important for the economy;
  3. to develop the collaboration between the LU and the Partner to implement joint projects in the future with the funding from the European Union and other funding.
  1. Obligations of the Parties
  1. The LU undertakes:
  2. to grant funding in the amount of ______(amount in digits and in writing) EUR amounting to not more than 50% of the total project funding for the implementation of the activities set out in Article 7.2 of the Agreement in the Project framework if the Project is approved in accordance with an open tender procedure[1];
  3. to implement the following activities under the Project framework:
  4. ______;
  5. ______;
  6. … ….
  7. to ensure the following results and transfer them to the Partner:
  8. ______;
  9. ______;
  10. … ….
  11. The Partner undertakes to:
  12. grant the funding in the amount of ______(amount in digits and in writing) EUR for the implementation of the Project, including:
  13. ______(amount in digits and writing) EUR in money;
  14. ______(amount in digits and writing) EUR in kind[2], participating in the implementation of the project with the property, intellectual property, financial resources, human resources owned by or in the possession of the Partner. Account of in-kind contribution - the type, amount and monetary value shall be indicated in the list and assessment of the Material and non-material contributions which shall be an integral part of the Agreement;
  15. To grant ___% of the amount set out in Article 8.1 of the Agreement, namely, ______(amount in digits and writing) EUR, to co-fund the activities set out in Article 7.2 of the Agreement, within 10 (ten) business days after the LU decision on the approval of the Project and receiving the relevant invoice by transferring to the account of the LU. To use the remaining funding for the implementation of the activities set out in Article 8.2 of the Contract;
  16. to implement the following activities under the Project framework:
  17. ______;
  18. ______;
  19. … ….
  1. Liability of the Parties
  1. The Parties shall use the funding set out in Article 7.1 and 8.1 of the Agreement to cover the eligible costs of the Project. Eligible costs shall be all direct costs directly related to the implementation of the Project activities (Article 7.2 and 8.3 of the Agreement) and necessary for obtaining the Project results (including wages, mandatory state social security contributions, travel and business travel expenses, costs of services, materials and inventory etc.) and such relations is clearly understood and audited.
  2. Contributions in-kind in the scope of the Project shall be considered eligible costs, if such contributions are:
  3. planned and specified in Article 8.1.2 of the Agreement, the Parties have agreed on them in writing by signing the List and assessment of material and non-material contributions which shall be an integral part of the Contract;
  4. made during the Project implementation;
  5. directly related to the Project activities to be implemented (the contribution in-kind is required for the implementation of the Project);
  6. substantiated with documents (for material investments - an invoice, check, etc.) or other accounting documents of equivalent evidential value to an invoice, while non-material investments shall be estimated in monetary terms;
  7. purchased by using funds that are not obtained from other public financial aid;
  8. are measurable in monetary terms and can be audited by an independent expertise.
  9. The Parties shall compensate the damages suffered by the other Party due to improper or delayed fulfilment of their contractual obligations.
  1. Rights of the Parties
  1. Each Party shall contribute to the implementation of the Project and shall share the results and potential risks of the Project.
  2. Under the Project framework each Party shall obtain the intellectual property rights and the economic benefits arising from the work performed by the relevant Party in the particular part of the Project.
  3. The Parties are entitled to publish the information related to the Project publicity, the partnership of the Parties and their shared objectives on their websites or social networks pursuant to the provisions of Articles 16, 17, 18 and 19 of the Agreement.
  4. The Parties shall take all necessary measures for the execution of this Agreement, including:
  5. to mutually agree in writing any changes to the Agreement;
  6. to request and provide information about the completed and planned activities related to the performance of the Agreement.
  1. Confidentiality
  1. The Parties undertake to protect, not to distribute and not to disclose in full or in part to third parties without a prior written agreement of the other Party the content of this Agreement, the information about the intellectual property and information that has been obtained during the implementation of this Agreement, as well as the technical, commercial and other information about the other Party and its activity, except in the case set out in Article 18 of the Agreement.
  2. After the expiry of this Agreement the Parties shall agree on maintaining or terminating the confidentiality status.
  3. The LU shall be entitled to distribute the research results obtained in the course of the Project by using the LU funding without exclusivity and discrimination, including in conferences, open access databases, publications or open source software.
  4. The intellectual property created by use of the LU funding shall be licensed in an open tender excluding the possibility to conclude an exclusive contract with the cooperation partner. The LU shall receive compensation for all economic benefits transferred to the licensee equivalent to the market price for the intellectual property rights that are justified with the work carried out in the framework of the Project by the LU. If it is not possible to determine the market price of the intellectual property, it shall be identified in a public auction organized in accordance with the procedure set out in the Republic of Latvia or negotiated between the LU and the licensee and as a result the LU shall obtain the maximum price for its intellectual property rights.
  5. The LU and the Project partner shall comply with the provisions of the use, implementation, publicity and commercialization of the Project results, including the provisions of the transfer of knowledge and technology, use and implementation of experimental objects according to the regulations of the LU Intellectual property board and the LU Intellectual property commercialization process guidelines.
  6. The Party in breach of the confidentiality obligation shall pay the other Party a contractual penalty in the amount of 10% of the funding paid for the implementation of the activities under this Agreement.
  1. Agreement period
  1. The Agreement shall enter into force upon signing.
  2. This Agreement shall be effective until ______or until both Parties have fulfilled their obligations under the provisions of this Agreement.
  3. This Agreement shall be binding to the Parties and their respective legal successors.
  1. Termination of the Agreement
  1. If the Project is not approved by the LU in an open tender, the LU shall notify the Partner in writing within 5 (five) business days and the Agreement shall be considered to be terminated with such notification.
  2. The Parties are entitled to terminate the Agreement by a mutual agreement in writing.
  3. The Parties are entitled to unilaterally withdraw from the Agreement by notifying the other Party in writing at least one month in advance.

26. The Party who withdraws unilaterally from the Agreement shall fulfil the liabilities that are binding at the moment of termination of the Agreement and shall compensate any losses to the other Party incurred due to the termination of the Agreement.

  1. Amendments to the Agreement
  1. Any amendments and supplements to the Agreement shall be made in writing and shall enter into force after signing by both Parties. All agreements, annexes and amendments affecting this Agreement shall become an integral part thereof.
  1. Force Majeure
  1. The Parties shall not be liable for delayed performance or non-performance of their obligations under the Agreement due to force majeure circumstances.
  2. In the meaning of this Agreement force majeure shall be any unforeseeable exceptional situations or events that are outside the control of the Parties, have not resulted from the actions of the Parties and in the event of which the Party is reasonably unable to perform its obligations under the Agreement and that could not have been avoided by taking proper precautions.
  3. If any of the Parties is affected by the force majeure circumstances it shall immediately but not later than within 3 (three) business days notify the other Party, indicating the nature, expected duration and the foreseeable effects of the circumstances.
  1. Final Provisions
  1. This Agreement is drawn on ___ pages in Latvian language in two copies - one for each Party. All copies of this Agreement have equal legal force.
  2. The Parties shall settle the disputes associated with this Agreement by negotiation. If the Parties are unable to settle the dispute within one month, the dispute shall be resolved before the court in accordance with the requirements of the laws and regulations of the Republic of Latvia.
  3. The Parties shall provide each other the information at their disposal as required for the performance of the Agreement subject to laws and regulations.
  4. If any of the Parties changes its registered address or mailing address, such Party shall notify the other Party in writing within 1 (one) month.
  5. The titles of the sections of the Agreement shall not preclude the provisions included in the relevant section of the Agreement to be contained also in other sections of the Agreement.
  1. ADDRESSES and ACCOUNTS of the Parties

University of Latvia
Reg. No.: 172057
Tax payer’s reg. No. LV90000076669
Address: Raiņa bulvāris 19, Rīga LV-1586
Bank details:
Bank: State Treasury
SWIFT code: TRELLV22
IBAN account: LV13TREL915010W000000
Indriķis Muižnieks
LU Rector
Riga, ___/ / ______
Reg. No.: ______
Tax payer’s reg. No. ______
Address: ______
Bank details:
Bank:
SWIFT code:
IBAN account:
______
______
Riga, ___/

[1]The maximum LU funding for the implementation of one Effective collaboration project shall be 50 000 EUR, the minimum LU funding shall be 5 000 EUR.

[2]Contributions in kind shall not exceed 35% of the total funding set out in Article 8.1 of the Agreement.