MODEL ENTERPRISE CHAIR FRAMEWORK AGREEMENT (CONSELL DE GOVERN 09/02/2011) AGREEMENT TO CREATE/RENEW THE (NAME OF CHAIR) CHAIR Note The parts that appear in parenthesis and in italics are a guide for the promoter of the chair and in no case appear in the final text of the agreement. In Barcelona, on .... .......... ...... BETWEEN .........................., (director, manager, CEO, president) of the company........................, who acts on its behalf by virtue of (details of power of attorney or appointment, article of company articles of association, etc.), with registered address at (street, number, town and postcode) and holder of Spanish Tax Code number..................... AND Professor Enric Fossas Colet, rector of the Universitat Politècnica de Catalunya (hereinafter, the UPC), holder of Spanish Tax Code number Q-0818003-F and with registered address at c. Jordi Girona, 31 Barcelona, who acts on behalf of the UPC, pursuant to Section 20 of Organic Law 6 of 21 December 2001 on Universities and Article 67 of the Statutes of the Universitat Politècnica de Catalunya, approved by the agreement of government 43/2012 of 29 May 2003, and in compliance with his appointment by virtue of Decree 47/2010 of 30 March 2010 issued by the Government of Catalonia. 225/2003, de 23 de septiembre, y de conformidad con el nombramiento por el Decreto 47/2010, de 30 de marzo, de la Generalitat de Catalunya. Both parties mutually acknowledge their sufficient legal capacity to enter into this agreement. WHEREAS (name of company) has a strong interest in promoting knowledge on (topics of interest to the company). (If deemed of interest, sustainability from both an environmental and social perspective may also be mentioned) The UPC has considerable experience in research and teaching relating to (topics of interest to the company, and the environment and sustainability, if applicable). The UPC has a specific chair agreement (hereinafter, enterprise chairs) of specific intensity and duration for formalizing cooperation with enterprises on activities relating to teaching, research and knowledge transfer. (name of company) and the UPC place a high value on long-term cooperation on research, development and innovation, the transfer of research results and scientific dissemination relating to (company topics) and consider it advantageous to move forward together to achieve these objectives. In view of the above, (name of company) and the UPC HEREBY AGREE AS FOLLOWS: ONE. To create the (name of chair) Chair. TWO. That the Chair shall have a transversal scope of action between the units of the UPC that are related to the scope of the Chair. That the Chair shall be located at (name of the basic unit, address, number and campus, if applicable). THREE. To orient the activities of the Chair toward training, research, transfer of research results and scientific dissemination in the areas of (relevant areas). The activities of the Chair shall be those that the Monitoring Commission approves in the annual syllabus. The proposed activities to be carried out by the Chair are shown in the appendix. (A number of general activities and any specific activities the parties may wish to include are proposed) FOUR. To structure the (name of chair) Chair on the basis of the following contributors: One Chair director, who shall be a lecturer at the UPC, approved by the company (name of company) and the UPC, who has a high-prestige professional, technical and scientific profile in the subject areas covered by the Chair. The director shall be appointed by the rector of the UPC. (A co-director may also be appointed by the company). Qualified technical personnel and administrative support staff to assist the director in managing the Chair, depending on the annual budget. Should the Chair need to hire personnel, this shall be done in accordance with the general conditions of the UPC and shall, if applicable, be carried out using work or service employment contracts. The hiring of personnel shall be included in the annual program of the Chair, as proposed by the Chair’s director (where there is a co-director, in agreement with said co-director). FIVE. To create a Monitoring Committee for the Chair, consisting of three representatives from the company (if applicable, one representative will be the co-director) and three representatives from the UPC: The director of the Chair (name and surnames), the director of the basic unit to which the Chair is assigned (name of basic unit) and a representative appointed by the rector, who preside it. This committee shall meet at least once per year and its functions shall be the following: To approve the annual program of the chair with details of the activities to be carried out. To approve the budget and payment of expenses. To assign the budget surplus, if any. To monitor academic activities. To assess the activities carried out. SIX. That, under the criterion established by the Monitoring Committee, in terms of time and manner, the annual activity of the Chair shall be carried out on the basis of the work program that the director of the Chair submits to the Committee. The director shall present an annual report on the Chair’s activities each year. SEVEN. To establish the duration of this agreement for a period of three calendar years. Activity shall commence on the signing of this agreement, which may be renewed for further periods of three years, without a maximum limit. At the end of the third year of the agreement or the final year of any of its renewals, the Monitoring Committee shall issue a report analyzing the possibility of renewal and revising, if applicable, the terms and conditions of the agreement. EIGHT. That the contribution of (name of company) in respect of sponsorship of the Chair shall be €XXX per year (minimum €90,000 per year). Two-thirds of this amount (€XXX) shall be used for the annual activities of the Chair, as agreed by the Monitoring Committee, and one-third (€XXX) shall be a donation to the UPC. (In turn, one-third of this last contribution may be given to the basic unit that hosts the chair if this unit belongs to the promoter) The amount corresponding to the first year shall be paid on the signing of this agreement. The other identical amounts shall be paid to the UPC during the first month, from the date of signing, of the corresponding years. These amounts may be reviewed on an annual basis, according to the development of the activities provided for in this agreement and the program established by the Monitoring Committee. NINE. (Transparency) According to the Article 8 b) of the “Transparency, access to public information and good governance, Law 19/2013 of 9 December” (published in BOE No. 295 of 10.12.2013) and the Article 14 of the “Transparency, access to public information and good governance, Law 19/2014 of 29 November” (DOGC No.6780 of 31.12.2014), the UPC will publish the information on the signatory parts, object, validity, obligations assumed by the parties, including the economic conditions and changes that arise in future, referred to this Collaboration Agreement. TEN. (Clause on the use of the UPC’s image) That, in all cases in which, as a result and in application of the agreements established herein, the entity (name of company) deems it necessary to make use of the logos of the UPC, the institution shall request prior authorization from the University via the Communications Service, specifying the corresponding application, whether graphic or electronic and in any medium, and the purpose for which it is requested. The authorization, which must be in writing, shall specify the use or uses for which it is valid, as well as the period of validity, which shall not exceed the term of this agreement. Nevertheless, when the use of logos or other identifying marks of the UPC generates remuneration for the applicant, it shall be necessary to sign the corresponding trademark license agreement. ELEVEN. To accept that the parties may amend or terminate this agreement at any time by mutual agreement, in writing and providing at least three months notice of such is served on the other party. Any breach of the provisions of this agreement shall entitle the injured party to require the full performance of the said provisions or to terminate the agreement. In the event of termination or amendment of the agreement, the parties undertake to finalize any activities that have been initiated as a result of the commitments entered into. In witness whereof, both parties sign this agreement in two identical counterparts. For the Universitat Politècnica For ..............................., de Catalunya Professor Enric Fossas Colet Mr./Mrs. Appendix Training activities - Granting pre-doctoral and postdoctoral scholarships Awards for final theses on topics of interest to the company or the institution Holding conferences on topics of interest Providing incentives for educational cooperation Collaborating on enterprise training plans Research activities - Developing joint lines of research on topics of interest to the company or the institution Carrying out research Preparing doctoral theses in cooperation with the company Promoting national and international meetings of experts on topics of interest Working to obtain research projects in Catalonia, Spain and Europe Studying environmental, sustainability and accessibility topics that represent problems for the businesses in a specific sector Transfer and dissemination activities - Transfer of research results Promoting technical dissemination sessions on innovative topics Cooperating to promote technical and scientific events of interest and participating in such events. Fostering publications on topics of interest