Call for proposals Breed4Food Predicting Phenotypes of Livestock Deadline pre-proposals: 01 December 2014 Deadline full proposals: 27 February 2014 page 1 of 24 Table of contents Background ................................................................................................................................................................................. 2 Unique aspects of the approach of this programme ............................................................................................ 2 Focus, objectives and applications .............................................................................................................................................. 2 Focus ................................................................................................................................................................. 2 Objectives .......................................................................................................................................................... 3 Applications........................................................................................................................................................ 3 Budget ........................................................................................................................................................................................ 3 Who can apply? .......................................................................................................................................................................... 3 Proposals and selection .............................................................................................................................................................. 4 Criteria for submission........................................................................................................................................ 4 Pre-proposals – Deadline 1 December 2014, 12 noon ....................................................................................... 4 Full proposals – Deadline 27 February 2014, 12 noon ........................................................................................ 5 Items for evaluation ............................................................................................................................................ 5 Funding ....................................................................................................................................................................................... 6 Partnership agreement ................................................................................................................................................................ 6 Timeframe................................................................................................................................................................................... 7 Contact information ..................................................................................................................................................................... 7 Appendix 1 – Who can apply? ..................................................................................................................................................... 8 Appendix 2 – Format of the full proposal ..................................................................................................................................... 9 Appendix 3 – Assessment and selection procedure .................................................................................................................. 12 Appendix 4 – Procedure after granting ...................................................................................................................................... 14 Appendix 5 – Partnership project agreement template .............................................................................................................. 16 pagina 1 van 24 page 2 of 24 Background STW Partnership programmes foster collaboration between academic and industrial researchers. Technology Foundation STW, the Netherlands funding organisation for the engineering and application-oriented sciences, is proud to announce that it has found a partner in the animal breeding companies associated in Breed4Food. We invite academic scientists to submit pre-proposals for research projects that may give answers to the scientific and technological challenges as described by Breed4Food in the attached Partnership programme plan. Breed4Food is an initiative of four Netherlands-based animal breeding companies (TOPIGS, CRV, Hendrix Genetics and Cobb Europe), prominent global players in animal breeding. Dutch animal breeders, associated in Breed4Food, generate an annual turnover of 600 million Euro and invest 60 million Euro annually in R&D. The Breed4Food companies are dedicated to be the world leading research consortium in animal breeding and genetics, enabling the partners to breed better products to benefit society’s needs. Unique aspects of the approach of this programme o o o o o Operate as one large team of university researchers together with the Breed4Food researchers; The team constitutes a coherent effort to contribute to the challenges put forward by Breed4Food; Management and administration of project (proposals) is according to usual STW procedures; Scientific quality is safeguarded and guided by university professor project applicants; Possibility for HBO institutions to participate in research projects. Focus, objectives and applications Focus Animal breeding plays a crucial role in the production of high-quality animal protein for a growing world population. In the past breeders mainly focussed on improvement of productivity traits. The last 10 years, however, emphasis has changed to efficiency, sustainability, health and welfare traits. Animal breeding requires high investments in R&D and long-term commitment to meet changing consumer demands, to increase efficiency in the food chain, to reduce the ecological foot print, to reduce the use of antibiotics and to contribute to food safety and better health and welfare of livestock. The Breed4Food Partnership focusses on the development of novel genetic and genomic tools through innovative science, beneficial to the breeding, production and consumption of animal proteins with a strong commitment to responsible stewardship of animal resources. In order to achieve this, the following research targets are specified by the Breed4Food companies to be realised by 2018: o Genomic breeding values have a reliability of at least 85%; o Genomics can be used as a sole carrier of breeding value information from crossbred field performance to a minimal size (non-pedigreed) nucleus breeding population with minimal generation interval; o Tools to improve sustainability and disease tolerance necessary to achieve performance in a world with reduced antibiotics use and more attention for welfare, human health and society; pagina 2 van 24 page 3 of 24 o 20,000 high health animals can be individually genotyped and pre-sorted and precision production handled based on individual genetic merit, some directed to high quality meat and others towards low cost production. Objectives Animal breeding has always been and will increasingly become more knowledge intensive. The ‘genomics revolution’ rapidly opens new opportunities for innovation and scientific research. This enables Netherlands-based breeding companies to expand their world-leading role and competitive position through focus on improving food security and new traits needed for sustainable, future animal production chains. The main deliverables of the STW-Breed4Food Partnership are: 1. New excellent and distinct knowledge to be applied in animal breeding; 2. Methods and tools for efficient and effective individual phenotyping; 3. Accurate prediction of the phenotype using genomic approaches. All deliverables will enable genetic improvement in new and complex traits. Combining genomic information with routine collection of phenotypic data of all important traits, and using sophisticated statistical and bio-informatics tools, will make the difference and can contribute to sustainable development and increased added value in the food chain. Proposals can be submitted on all application areas as further defined in the Breed4Food Partnership programme plan, which can be downloaded at www.stw.nl Applications The Breed4Food companies will use the results of this Partnership programme to improve the effectiveness and efficiency in commercial breeding programmes and to increase the number of potentially interesting traits to be selected for. Budget For this program a budget of € 3,000,000 is available. The maximum of project costs that can be requested from STW is € 750,000 per project. Typical Partnership project duration is between 2 to 4 years, but may not exceed 5 years. Who can apply? Scientists employed by Dutch universities or para-academic institutes eligible for STW-funding can submit a (pre-)proposal (see Appendix 1 for eligibility criteria www.stw.nl). Project proposals must involve two or more research groups from different engineering or scientific disciplines, because of the inherent multidisciplinary character of the Breed4Food-STW Partnership programme. HBO institutions are encouraged to participate in the research projects, but are not eligible to apply. pagina 3 van 24 page 4 of 24 Proposals and selection The submission and evaluation process is broken down in two separate, subsequent stages: a call for pre-proposals followed by a call for full proposals. The STW board will decide on the funding of the full proposals. Criteria for submission The pre-proposals and the full proposals must meet at least the following criteria: o Project ideas should be discussed with the Breed4Food companies in order to determine whether proposals fit in the scope of the Partnership programme plan; o Utilisation of project results should be in the perspective of the Breed4Food companies breeding activities; o Proposals should include at least two research groups from different universities; o Proposals should be multidisciplinary and should address at least two research areas as depicted in Figure 1 of the programme plan. Proposals within the overlapping three areas will have the highest priority. o Proposals that fit only within one research area are not excluded from review on condition that this choice is adequately addressed and considered in the pre-proposal; o Exchange of research personnel between universities and Breed4Food companies will be highly appreciated; o Inclusion of research from other species than livestock species will be highly appreciated, but always in the context of application to livestock species o The institutions must agree in writing to the special Breed4Food Partnership conditions, which can be found in Appendix 5. Not able to take part in this Partnership programme are project proposals covering: o Traditional QTL analysis; o Research focussing on feed, food and micro biota only; o Research topics on which there is a conflict of interest with one of the participants as a result of affiliations with competitors of the industrial Breed4Food companies. Pre-proposals – Deadline 1 December 2014, 12 noon Pre-proposals consist of a short description (maximum of 4 pages) of the proposed research, a utilisation paragraph and a breakdown of the estimated budget needed for carrying out the research. Proposals should be written in English with a minimum font size of 10 point. Research proposals should be submitted electronically via Iris, STW’s electronic grant application system. To submit research applications and for the Iris manual, visit www.iris.stw.nl. Parties interested to submit a pre-proposal are requested to discuss their project ideas with a sounding board consisting of representatives of the Breed4Food companies to assess the fit of the project ideas in the context of the programme plan. This sounding board will organise two open and interactive meetings in November 2014 creating the opportunity to discuss project ideas with the Breed4Food companies. Upon receiving a pre-proposal STW will determine whether the research proposal is eligible for consideration. The programme committee (PC), consisting of four people from Breed4Food and four independent scientific experts in the field, will assess the strategic fit within the Partnership pagina 4 van 24 page 5 of 24 programme plan and its topics. Generally, the more aspects the proposal covers, the better the project may fit into the programme. On the basis of individual assessments by the committee members, the PC will formulate an advice to the applicants in a plenary session. The advice whether to submit a full proposal can be accompanied by (required or suggested) amendments to the proposal. Pre-proposals should be structured according to the following format: Mention ‘Partnership Breed4Food’ in the upper left corner on the front page 1. Title 2. Names and addresses of the applicants 3. Expertise of the applicants including max. 5 key publications 4. Describe how your project fits the scope of the programme, and which aspects of the programme plan will be addressed 5. Objectives of the project 6. Concise description of the planned research. At least a description should be given of the expected results and the implementation thereof in industry 7. Preliminary patent search results: essential here is that there is 'freedom to operate' i.e. no infringement on existing property rights of third parties 8. Preliminary budget forecast with a maximum STW contribution of 750,000 € 9. References (if applicable) Full proposals – Deadline 27 February 2014, 12 noon Full proposals must consist of a detailed description of the expected results, planning of the research and a utilisation paragraph. The utilisation paragraph should include the important industrial challenges that will be solved, the timeframe to implementation and the expected bottlenecks during the implementation. The format of the full proposals should be according to the structure as described in Appendix 2. Breed4Food should be involved bottom-up during the preparation of the proposal. The scientific quality and the utilisation perspective of the full proposals will be first evaluated by peer review. Thereafter, the expert programme committee will rank the full proposals. The decision of the STW board will be based on this ranking. Details on the evaluation procedure of full proposals can be found in Appendix 3. The procedure after granting is described in Appendix 4. Items for evaluation The full proposals will be assessed by at least three independent referees on the following questions regarding scientific quality and utilisation. Scientific quality 1. What is your opinion regarding the strategic contribution of this project to the aims of the Partnership programme? 2. Can you state in which respect this research proposal is particular original and innovative? 3. What is your opinion regarding the competency of the team to carry out the research plans and on the proposed use of researchers and the requested level of research experience (PhD-student, post-doc, etc.)? 4. What is your opinion of the research methods and approach described in the light of the scientific formulation of the problem? 5. How do you rate the chances of the research project leading to the anticipated deliverables, and are the described time schedule and project phasing in line with this? pagina 5 van 24 page 6 of 24 6. 7. What is your opinion of the adequacy of the available research infrastructure and is the presented associated investment credit justified? What is your assessment of the size of the credit for consumables and foreign travel? Do you have any other comments on other relevant scientific aspects of the research proposal and what is your impression about the expected impact of this project on the scientific community? Potential for utilisation 8. What is your opinion on the implementation of scientific research results that this team has previously achieved in practice? 9. What is your impression on the potential economic impact of the intended research results? 10. What are the strong and weak points of the utilisation plan, and is the utilisation plan in line with the aims of the Partnership programme? 11. What necessary steps and timing do you foresee as being needed to utilise the research results in the business environment of Breed4Food? 12. How do you estimate the chances of generating know-how agreements or patents on inventions in this research project? Are there any existing patents that may obstruct the patentability? Are there any other factors that may impede the utilisation of the project results? 13. What is your impression about the envisioned interaction and cooperation between university researchers and Breed4Food? 14. Do you have any suggestions for improving the utilisation? Funding Project grants will cover: o Personnel costs for temporary positions (including PhD, Postdoc positions, positions for technical assistants) ; o Material costs (including national travel costs) ; o International travel costs; o Costs for new equipment; The institution(s) of the applicant(s) ensure(s) the required infrastructure, the supervision and fitting into the research program of the research institute. The expertise required for the research must be available at the requesting institute(s), so that external consultants will not be necessary. STW may verify this with the dean or the executive board of the institute. Partnership agreement The Partnership programme is a cooperation between STW and Breed4Food. Each party finances half the budget of 3 M€. A Partnership agreement has been signed between STW and the Breed4Food companies. For any issues that might arise during the course of the project, the project leader can consult STW for advice. In legal matters the text of the STW-Breed4Food contract prevails above the text of this call and above the general funding conditions of STW. After granting, the applicant obtains a Partnership project agreement in which the legal and financial conditions are stated (Appendix 5). The grant is available only after this agreement has been signed and returned to the STW office. pagina 6 van 24 page 7 of 24 Timeframe Pre-proposals Call for pre-proposal open 3 November 2014 Deadline pre-proposals 1 December 2014, 12 noon Positive/negative advice by programme committee 15 December 2014 Full proposals Deadline full proposals 27 February 2015, 12 noon Assessment by (international) referees March – May 2015 Primary applicants' rebuttal 1 – 12 June 2015 Advice programme committee to STW board July 2015 Decision by STW board August 2015 Contact information STW programme committee secretary: Dr. Lise de Jonge Van Vollenhovenlaan 661 3527 JP Utrecht Phone: 030-6001223 Email: l.dejonge@stw.nl STW legal advisor: Mr. Koen van Nol Van Vollenhovenlaan 661 3527 JP Utrecht Phone: 030-6001317 Email: k.vannol@stw.nl pagina 7 van 24 page 8 of 24 Appendix 1 – Who can apply? Main and co-applicants On approval of the project, the main applicant becomes the project leader and bears ultimate responsibility for the realisation of the research including the utilisation plan. Co-applicants must play an active role (associate supervisor and/or daily supervision of researchers appointed to the project) in the realisation of the project and may be designated as sub-project leaders in the event of several participating research institutes. Who can act as main and co-applicants? • Assistant, associate and full professors with a tenured position at: o Dutch universities (or with comparable positions at the university medical centres) o KNAW and NWO-institutes o the Netherlands Cancer Institute (NKI) o the Max Planck Institute for Psycholinguistics in Nijmegen o Dubble beamline at the ESFR in Grenoble o NCB Naturalis o Advanced Research Centre for NanoLithography (ARCNL) • Researchers with a tenure track appointment. STW defines a tenure track appointment as an appointment for experienced scientific researchers with prospects of permanent employment and a professorship in due course. The tenure track appointment must be confirmed in writing and funded from structural resources. STW will verify that the appointment meets these conditions and that it is guaranteed for the term of the project. Main and co-applicants with a part-time appointment • Main applicants and co-applicants employed on a part-time basis should in any case have access to sufficient university facilities and budget to carry out the project properly. • Main applicants and co-applicants should carry out STW research while they are working for the research institute. If this is not the case, the other employer should sign a waiver so as to guarantee knowledge ownership by STW and the research institute(s). Who cannot apply? (Applies to main and co-applicants) • Personnel with a zero-hour appointment • Personnel with a temporary employment contract (e.g. postdocs) • Emeritus professors • Personnel of institutes with an applied or technological objective, such as TNO, the Large Technological Institutes (GTIs) and the non-university part of the Wageningen University and Research Centre (WUR) • Personnel of a research institute funded by a public-private targeted grant • Personnel of foreign research institutes pagina 8 van 24 page 9 of 24 Appendix 2 – Format of the full proposal Research proposals should be submitted electronically via Iris, STW’s electronic grant application system. To submit research applications and for the Iris manual, visit www.iris.stw.nl. • Mention on the front page ‘Partnership Breed4Food’ in the upper left corner plus STW dossier number (if any); • The maximum length is approximately 12 (twelve) pages of A4, with minimum font size 10 point; • The proposal must be written in English. Administrative data On maximally half a page you should provide: • Title. The title of the project has a maximum of 225 characters. For publicity purposes, a short, non-technical title or acronym is required as well. • Name, address, phone number, fax number and e-mail address of the applicants and possible coapplicants and the telephone number of the secretary. • Applications elsewhere. If support has been applied for elsewhere, you should give the status of this application at the time of submission. • Please enter the following declaration with signature on this page: We, the applicants, declare that we have taken notice of, and are in agreement with, the special Partnership conditions (see Appendix 5). • STW sends the official correspondence to the main applicant. This is the first applicant mentioned. STW assumes the main applicant will have the supervision on the project. He or she becomes the project leader and bears the final responsibility for the execution of the research and the utilization plan. Project description 1. Summaries The summaries should be clear to those active in the field. Research summary Summarize in half a page the context, problem statement, research method and expected results. Utilisation summary Summarize the utilization potential of the expected results in half a page. Provide everything the reviewers should know about the utilization: the chosen approach and the way results will be brought into practice. 2. Composition of the group The current group Describe in half a page the composition of the team (academic and industrial) that will perform the research as well as the reason this team is fit for this research. Indicate the supervisors of the project, the proposed staff, and how the tasks will be divided. Available infrastructure This information includes available laboratory room and equipment. Candidate researchers In case candidates for the proposed staff positions are already known, you mention them here. Give a short explanation of their suitability for the position. pagina 9 van 24 page 10 of 24 3. Scientific description In this section of maximally four pages an expert in the field should find all information to assess the quality of the proposed research. Treat the following subjects: Contents of the research Provide the scientific objectives and the starting-points of the project. Describe the methods and techniques you will apply, the knowledge to be developed, and the instruments and models you will use. Required personnel and equipment Provide motivations for staff and equipment and possible other requirements for the research. Time schedule and allocation of tasks Describe the proposed course of the research over the years and how the different parts must interact. You give decision points (milestones) and moments research results are expected (deliverables). Further, you indicate if and where you see a role for Breed4Food in the work plan. You need to describe the research activities as a function of time and visualize this by means of a Gantt chart. 4. Fit within the research topics of the programme Describe in half a page explicitly the fit of the proposal in the programme and its research topics. These topics are described on page 2 and 3 of this call and in the Breed4Food programme plan. The program committee will use this section particularly for the assessment of the fit in the programme. Connections with other research Mention similar research that is performed elsewhere, either in the Netherlands or in the rest of the world. Describe the relation with your own research and the contacts with these groups (or the plans to establish them). 5. Utilisation plan The utilization plan of maximally two and a half pages must be clear to those with general knowledge of the application domain. The challenge from the practice and the proposed solution Your research will address problems encountered in industry with not-yet-existing solutions. Indicate the industrial relevance of this problem and the impulse this research gives towards the solution. Indicate which steps you will take to bring the research results into actual practice. Provide details for assessment of the feasibility and the conditions for successful application. Cooperation with Breed4Food Describe the ambitions you have in cooperating with the Breed4Food companies. Describe the way the researchers will interact with those present at Breed4Food and how you foresee the possible placements of researchers at Breed4Food premises will take place. Please indicate how Breed4Food could use and implement the project results and deliverables coming from this project. Past performance in utilisation Indicate the past successes that the academic team achieved in bringing academic research results into industrial practice, in relation with specialised nutrition or related activities. 6. Contracts and patents If there are any contracts relevant to the proposed research project, these should be mentioned here in half a page. Mention any ties to competitor companies of Breed4Food companies. Also provide patent search results. Describe the results of the patent search that you have executed on your project goals and ambitions and what keywords you have used to browse the EPO or similar patent search databases systems. Indicate if you have patents or running patent applications in the field of the pagina 10 van 24 page 11 of 24 research. Make clear that there is complete freedom to operate and that the project is not infringing or developing upon rights or patent claims that are owned by other parties than the applicants. This section takes maximally half a page. 7. Budget Present a budget table overview per project year and add specifications per cost category. All amounts are without BTW (VAT). The length of this section is at maximum one page. • Personnel You can apply for temporary staff: PhD-students, post-docs or technicians. Staff is appointed by the applicant institution. The actual appointment is subject to prior written permission of STW. STW may withdraw a grant if vacancies are not filled within a year after granting. The salary rates for staff can be found at www.stw.nl • Materials The costs of office and laboratory goods, small instruments and appliances must be specified here. National travel expenses of the project are also part of this budget including all costs related to travel and possible subsistence at Breed4Food premises. Standard personal computers for data and text editing will not be funded by STW. • Foreign travel expenses These are costs for foreign travel and subsistence for congress or short working visits abroad for the project. • Investments These are costs for necessary equipment and other investments for the project. Give specifications of the equipment and a cost breakdown if applicable. Indicate availability of such equipment at other universities and institutes and evaluate alternatives before requesting new equipment. • Overview of the total project costs Present a table with the planning of the staff appointments and the budgets per project year. Use the above mentioned cost categories. The contribution requested from STW is at most € 750,000. 8. Literature In maximally two pages list all relevant and publicly available publications of the participating parties of the proposal, as well as relevant publications of others. 9. Key words, abbreviations and acronyms Appendix: Potential referees (not to be included in the proposal; please submit on separate page) List four (inter-)nationally renowned university expert referees in the field of the project that could potentially review your proposal. The referees should be able to review the proposal objectively and therefore should not have participated as co-author in publications of the applicants. pagina 11 van 24 page 12 of 24 Appendix 3 – Assessment and selection procedure Check of the full project proposal by STW The STW office confirms the receipt of every proposal. A check is performed whether or not the full proposal satisfies all requirements as mentioned in this document as well as the freedom to operate rule of STW. In case of doubt STW will contact the applicant and may ask for a revised version. Pre-selection In the assessment of full proposals and selection procedure there is no pre-selection of proposals. However, STW has the right to add a pre-selection if needed. This will be the applicable in case there appears to be a very large number of proposal applications through which the chances of getting an individual proposal funded has become very small. Peer review STW presents the full proposal to a number of experts in the field of the proposal. These referees are from the scientific community, knowledge institutes and relevant industry. They will, individually without any interaction with fellow referees or applicants, review the proposal on the basis of criteria for scientific quality and utilisation potential, as stated in the paragraph ‘Items for evaluation’. Per project the comments of at least three referees will be used. STW will combine the comments of the referees in a so-called protocol. In this protocol the comments of the individual referees are made anonymous. Reply (rebuttal) by the applicants STW will send the protocol to the main applicant requesting to react to each of the individual comments of the referees. Assessment by the expert programme committee The programme committee (PC), consisting of four persons of Breed4Food and four independent scientific experts in the field, will rank the full proposals. The four scientific PC members will separately give grades on a scale from 1 to 9 (see scale definition below) for the scientific quality and the four Breed4Food PC members for utilisation. Thereafter a preliminary ranking is made. The PC will then define the final ranking based on the average grades given by the PC members individually, the 'fit' into the programme, the cohesion between the project proposals and (if necessary) other strategic arguments. The PC finalises a ranking of the proposals including an argumentation in case it wishes to deviate from the ranking obtained by averaged scores. The decision of the STW board will be based on the ranking of the proposals by the PC. The STW board can decide not to spend the maximum available budget for this call. Score 1 2 3 4 5 6 7 8 9 Excellent Between excellent and very good Very Good Between very good and good Good Between good and moderate Moderate Between moderate and very moderate Very moderate pagina 12 van 24 page 13 of 24 NWO Code of Conduct on Conflicts of Interest STW asks active researchers from research institutes and specialists from other knowledge-intensive organisations to participate in assessment procedures. These people are themselves involved in ongoing or new research and often belong to large organisational associations and research networks. Therefore, any conflict of interests, or anything that remotely resembles this, must be avoided in the assessment of research proposals. To ensure a fair assessment and transparency for applicants, STW uses a code of conduct on conflicts of interest that is in line with the NWO Code of Conduct on Conflicts of Interest. This code identifies possible forms of conflicts of interest and indicates the steps to be taken to avoid conflicts of interest. Parties subject to the code of conduct are: referees, jury members, committee members, members of decision-making bodies and STW officers. The full text of the code of conduct on conflicts of interest used by STW is available at: www.nwo.nl/en/about-nwo/governance pagina 13 van 24 page 14 of 24 Appendix 4 – Procedure after granting During the course of a project the following procedures apply. Extensive information is available on www.stw.nl/nl/projectleider. Granting The first mentioned main applicant will be considered to be the principal investigator and will as such be appointed as project leader by STW. After granting, the project leader obtains a number of documents in which the legal and financial conditions are stated. The grant is available only after these documents have been signed and returned to the STW office. Initially, the credits for materials, travel and investments are granted only for the first two years and the credit for staff salaries is granted only for the first three years. STW reserves the remaining budget for the “Request for project continuation” after two years. Start of the project The start date of the project is the date of the appointment of the first staff member. Usually, this is not the date of granting. The budget becomes available at project start and when the abovementioned signed documents have been received by STW. User committee For each Partnership project a user committee (UC) is established in which it is explicit who is part of this committee and who is not. The UC members alone will get access to the confidential project documentation. By default, the committee consists of at least the project leader and fellow applicants, the researchers paid through this Partnership programme and at least one representative from Breed4Food and one program officer of STW. A STW management assistant will distribute the documents prior to the UC meetings upon request of Breed4Food. Furthermore, PC members may attend the meetings. Others (e.g. students, other university staff, consultants, etc) may only attend these meeting upon invitation or after approval of Breed4Food. User committee meetings and reporting Approximately three months after the start of the project the user committee will meet for the first time. The standard meeting and reporting frequency is 6 months. In this meeting the project progress is discussed as well as future planning. Upon request, the project leader sends a progress report to STW every half year. The project leader is the chairman of the user committee meetings unless Breed4Food indicates otherwise. A program officer from STW will occasionally attend the meetings. The user committee will receive all draft publications for approval prior to publication (see Appendix 5 for details). This includes website information, poster and oral presentations, conference contributions and other scientific publications. Continuation of projects For projects that last for three years or longer, the project leader must submit a continuation request one and a half year after the start of the project. To decide on the continuation Breed4Food and STW will jointly decide using advice input of the scientific PC members. Termination and termination date The termination date of a project is the date on which the last temporary appointment is terminated. The project leader then receives two final forms from STW to round off the project in terms of both content and funding. Unallocated credits cease to be valid after the end of the project. The summaries pagina 14 van 24 page 15 of 24 requested in the final form are used for the purpose of publication in STW’s utilisation report. STW publishes an annual utilisation report giving progress updates 5 and 10 years after the start of a project. Discontinuation STW may discontinue a project before the official termination date if the obligations and/or general funding conditions are not or are no longer fulfilled, if the scientific quality of the research and/or utilisation of the results of the research are inadequate, and/or if strong deviation from the approach of the Partnership programme without written approval from PC. Contribution to the programme Each Partnership project will contribute to the coordinating and cohesion stimulation activities as described in the programme plan and as will be developed by STW and the PC during the course of the Breed4Food programme. Examples are the attendance and presentation of project results on possible Breed4Food programme conferences, input for a possible programme website etc. pagina 15 van 24 page 16 of 24 Appendix 5 – Partnership project agreement template PARTIES: (1) Stichting voor de Technische Wetenschappen, a foundation existing and organized under the laws of The Netherlands, with registered office at Van Vollenhovenlaan 661, 3527 JP Utrecht, the Netherlands, hereinafter to be referred to as “STW”, in this matter duly represented by its Executive Director, dr. E.E.W. Bruins; (2) <Name company>, a company existing and organized under the laws of [_xxx_], with registered office at [_xxx_], the Netherlands, hereinafter to be referred to as “<PARTNER>”, in this matter duly represented by [_xxx_]; and (3) <University>, a research institute existing and organized under the laws of the Netherlands, with registered office at [_address_], hereinafter to be referred to as “Academic Project Partner”, in this matter duly represented by [_name_]; All parties hereinafter together and individually to be referred as “Parties” respectively “Party”. WHEREAS: (A) STW enables new technology by funding applied scientific research and promoting technology transfer. (B) <PARTNER>, through its Affiliates (as defined hereinafter), is [_description core-business partner_]. (C) STW and <PARTNER> have concluded a so-called ‘Partnership Agreement’ attached as Annex 3 to this Agreement, on the basis of which they invite Dutch universities and research institutes to submit project proposals in the field of [_description_], with the intention to jointly fund the project proposals that are approved. (D) The Academic Project Partner has submitted the project proposal, titled [_title_], attached as Annex 1 to this Agreement (“Project Proposal”). The Project Proposal has been approved by decision of [_date_]. (E) The Parties now wish to lay down in writing the terms and conditions for the execution of the Project Proposal. HAVE AGREED AS FOLLOWS: pagina 16 van 24 page 17 of 24 Article 1 Definitions As used in this Agreement the following terms, either in plural or in the single form, have the following meaning: 1. ‘Agreement’ shall mean this agreement, including all annexes and amendments hereto. 2. ‘Affiliate’ shall mean any person, corporation, partnership or other business entity, which is under control by or under the same controlled as <PARTNER>, ‘control’ meaning in this context the direct or indirect ownership of more than fifty percent of the capital stock of a <PARTNER>, the power to exercise more than fifty percent of the voting rights in a <PARTNER>, and/or the power to determine the policy of a <PARTNER> in a decisive way. 3. ‘Background’ shall mean all IPR, information, techniques, know-how, software and materials (regardless of the form or medium in which they are disclosed or stored) that is not generated or conceived within this Research provided by a party to the other party within the Research, with the exception of the Results. 4. “Effective Date” means the date on which the Project formally starts, which is when the Project leader undertook an initial expenditure of allocated funding or the date of the first appointment of personnel, whichever is first. 5. “IPR” means Intellectual Property Rights, including industrial property rights, Know-how, copyrights, neighbouring rights and any similar right recognized from time to time in jurisdiction, together with all rights of action in relation to the infringement of any of the above. 6. “Party(ies)” shall mean the party(ies) to this Agreement. 7. ‘Project’ shall mean the research project for the performance of the activities in the field of [_description_], as described in the Project Proposal. 8. ‘Project Leader’ shall mean an employee of the Academic Project Partner with ultimate responsibility for the content and realization of the Project. 9. “PC” shall mean Program Committee, as further described in art. 4 of the Program Agreement (Annex 3). 10. ‘Results’ shall mean all inventions, information, materials, methods, processes, products, programmes, software, findings and discoveries that is generated or conceived in a Project, and IPR thereto. 11. “User Committee” shall mean a committee established within the Project according to STW policy, existing of the project leader, researchers, potential users, program offer and if applicable special invited experts. pagina 17 van 24 page 18 of 24 Article 2 Conduct of the Project 1. The Academic Project Partner shall conduct the Project in accordance with the Project Plan, and the applicable “STW Funding Conditions” as attached in Annex 2, to the best of its knowledge and ability and taking into account the criteria and standards applicable to scientific and/or technological research. The Academic Project Partner shall conduct the Project during the term of this Agreement. 2. For the performance of the Project, the Academic Project Partner shall select and appoint personnel with appropriate qualifications. [_name_] shall be appointed as Project Leader. The Academic Project Partner shall ensure that the Project Leader and the other appointed personnel comply with the obligations imposed on the Academic Project Partner and its employees in this Agreement. 3. In the execution the Project, the Academic Project Partner will coply with all applicable legislation and will behave in an ethically acceptable manner as may be expected in scientific and/or technological research. The Academic Project Partner shall inform STW and <PARTNER> immediately if new information emerges which is relevant to (the conduct of) the Project or the utilization of the Results. 4. A User Committee will be formed, consisting of a maximum of two representatives of each Party. The meetings of the User Committee will be chaired jointly by the academic project leader and a representative of one of the Companies. Results to date are evaluated at these User Committee meetings and the participants need to achieve approval by the User Committee meeting forf the (adapted) research plans. The User Committee proposes decisions on continuation, adaptation or termination of the project to the PC. The progress report shall be sent at least two weeks before the User Committee meeting and shall contain amongst others a description of the Results obtained so far. The Project Leader shall use the format, as can be found on the website of STW. 5. The project leader submits a continuation application to STW within eighteen months after the starting date. In the continuation application the project leader describes the progress, work plan/milestone planning, anticipated results, (additional) input from users, options for protecting results, options for commercialising the results and the necessity of the remaining funding in order to carry out the project plan. STW may impose further conditions regarding the content of the continuation application. STW submits the continuation application to the users in the User Committee. STW asks the users to give a reasoned opinion (in writing or during the User Committee meeting) on the continuation of the project. On the basis of the continuation application and the opinion of the Users Committee, and after advice of the PC, STW takes a final decision on the continuation of the project where the opinion of the PC is leading. 6. If, according to the Project Plan, part of the Project will be performed by an Affiliate of <PARTNER>, <PARTNER> shall ensure that such Affiliate shall perform these activities in accordance with and in the manner as described in this article. pagina 18 van 24 page 19 of 24 Article 3 Funding and payment 1. The Academic Project Partner is according to the Project Plan entitled to compensation of expenses, incurred by the Academic Project Partner in the execution of the Project. For the performance of the Project, STW and <PARTNER> have budgeted an amount of € [_amount_]. The conditions on the basis of which the Academic Project Partner can claim its expenses, are described in the document ‘STW Funding Conditions’, attached as to this Agreement. Article 4 Results 1. STW has funded the research according to its Funding Conditions in which is laid down that all Results are jointly owned by STW and the Academic Project Partner. 2. The Academic Project Partner shall ensure that both its employees as well as any involved third parties (taking into consideration article 9.5 of this Agreement) who might be able to claim rights to the Results, transfer those rights to the Academic Project Partner and STW. 3. In return of the contribution to the Project, STW and the Academic Project Partner hereby grant to <PARTNER> at no additional costs a non-exclusive worldwide, irrevocable, royalty-free right to use the Results for research, development and commercial purposes without the right to sublicense other than to its Affiliates. In the event <PARTNER> wishes to be granted nonexclusive rights to a particular Result in a particular application field, <PARTNER> will inform STW in written notice within three (3) months of being notified of the existence of such Result. 4. In the event <PARTNER> wishes to be granted exclusive rights to a particular Result in a particular application field, <PARTNER> will inform STW in written notice within three (3) months of being notified of the existence of such Result. In that case, <PARTNER> shall be granted exclusive rights to such Result upon –at least- the following conditions: (a) <PARTNER> pays to STW a remuneration based on a market price. This remuneration shall be a lumpsum and/or royalty payment based on the revenues generated by the Results or a lumpsum. In the negotiation about the market price Parties shall take into account the in kind and financial contribution of <PARTNER> to the Programme and the particular Project. Such negotiations on the market price shall be conducted in good faith by the Parties. (b) <PARTNER> shall make reasonable endeavours to commercialise the Results. (c) STW and the Academic Project Partner that generated the Result retain at all times a royalty-free right to use the Results for further non-commercial internal research and education. (d) STW and the Academic Project Partner are not liable for any loss or damage incurred by <PARTNER> or by third parties arising out of the use or exploitation of the Results. <PARTNER> indemnifies STW and the Academic Project Partner from claims from third parties due to damage arising out of the use or exploitation of the Results by or through <PARTNER>. 5. In case, in accordance with paragraph 4, exclusive rights will be granted to <PARTNER>, the Academic Project Partner will nevertheless remain entitled to use the Results for further noncommercial, internal research and education purposes. 6. As long as the option to grant exclusive rights as meant in paragraph 4, is not being executed by <PARTNER>, STW and the Academic Project Partner shall be entitled to grant (user) rights with regard to the Results to third parties. pagina 19 van 24 page 20 of 24 7. The Project Leader shall inform STW and <PARTNER> immediately if Results are generated which are eligible for protection by a patent. The Project Leader shall then complete an invention disclosure form, the format for which can be found on the website of STW. Based on said invention disclosure form, <PARTNER> shall decide within three (3) months whether the Results will be patented. In case of a positive decision, the Parties shall agree on the details for the patent application procedure. The patent application shall be filed on behalf of STW and the Academic Project Partner. The costs related to the patent application shall be borne by <PARTNER>. 8. The application of a patent shall not affect the rights of <PARTNER> and its Affiliates, as described in paragraph 3 above, as long as <PARTNER> pays its share in the patent costs. Article 5 Confidentiality and publication 1. Each Party undertakes to observe the Background of another Party as well as the Results, in whatever form, as to be information of a confidential nature. Each Party undertakes to hold the Background of another Party as well as the Results, both during the term of this Agreement as well as for an indefinite period of time thereafter, in strictest confidence and not to disclose or allow the disclosure of the Background of another Party or the Results to any third party, or to make the Background of another Party, the Results, or any part thereof, publicly available. A Party shall treat the Background of another Party as well as the Results with the same degree of care that it applies to its own confidential information (but in any case not less than reasonable care). 2. Each Party undertakes to use the Background of another Party solely for performance of the Project, and not for any other purpose. Each Party shall furthermore undertake to use the Results only in accordance with the terms of this Agreement. 3. The aforementioned obligations and prohibitions are not applicable to the Background, the Results, or any part thereof: (a) has come into the public domain prior to, or after the disclosure thereof and in such case through no wrongful act of the receiving Party; (b) was already known to the receiving Party, as evidenced by written documentation in the files of the receiving Party; (c) has been lawfully received by a Party without restrictions or breach of this Agreement; (d) has been or is published without violation of this Agreement; (e) is independently developed in good faith by employees of the receiving Party who did not have access to the confidential information. The burden of proof lies with the receiving Party. 4. Each Party is entitled to give its employees and the employees of its Affiliates access to the Background of another Party as well as the Results, as far as such is necessary for them to fulfill their tasks. Each Party will ensure that its employees and the employees of its Affiliates will hold the Background of another Party as well as the Results in strictest confidence and use the Background of another Party as well as the Results in accordance with the provisions of this Agreement. 5. <PARTNER> recognizes the desire from STW and the Academic Project Partner to publish results and/or details of academic research in scientific journals, and/or present these at pagina 20 van 24 page 21 of 24 scientific meetings. STW and the Academic Project Partner recognize <PARTNER> desire to preserve the IPR arising out of the Project. Therefore, STW and the Academic Project Partner shall have the right to publish scientific results of the Project, subject to the provisions in this article. <PARTNER> shall be furnished with a copy of any proposed publications for review and comment, prior to the submission for publication, for manuscripts at least thirty (30) days prior to submission, and for abstracts at least ten (10) days prior to submission. 6. STW and the Academic Project Partner agree to give good faith consideration to any comments or suggestions which are offered by <PARTNER> within the time limits set forth in this article. In addition, at <PARTNER> request, STW and the Academic Project Partner shall delay any proposed publication disclosing inventions, ideas, or other IPR for which <PARTNER> intends to obtain patent protection, until such time that proper submission of patent application(s) has been completed. <PARTNER> shall limit any such delay to a maximum period of three (3) months. 7. If the publication or presentation of results and/or details of academic research would necessitate the simultaneous disclosure of Confidential Information, as mentioned in paragraph 3, of <PARTNER>, STW and the Academic Project Partner shall provide <PARTNER> with a written request for permission to disclose said information. 8. The Academic Project Partner shall ensure that every scientific publication contains the following declaration to indicate that the Results were achieved with financial support from STW: “This research is supported by Technology Foundation STW” and for Dutch publications: “Dit onderzoek wordt gefinancierd door Technologiestichting STW” Where possible, the publications, including scientific posters and prototypes, should also contain the STW logo. The Academic Project Partner shall furthermore consult with <PARTNER> whether <PARTNER> wants its support to the Project to be mentioned as well in the publication. 9. For the purposes of reporting to the government and the society, STW may publish nonenabling summaries of the Project following consultation with the Project Leader. STW shall ensure that such summaries shall not affect the possibility of applying for patent rights with regard to the Results. Article 6 Liability and warranties 1. Each Party is responsible for its own actions and omissions under this Agreement. 2. <PARTNER> agrees to indemnify STW and the Academic Project Partner for any claims for damages arising out of the execution of this Agreement and caused by or result from the negligent acts or omissions or intentional misconduct of the Partner,. 3. The Academic Project Partner agrees to indemnify STW and <PARTNER> for any claims for damages arising out of the execution of this Agreement to the extent such claims or damages are caused by or result from the negligent acts or omissions or intentional misconduct of the Academic Project Partner. pagina 21 van 24 page 22 of 24 4. Notwithstanding article 2.1 above, the Academic Project Partner makes no representation and extends no warranty of any kind, either express or implied, with regard to the effectiveness, merchantability or fitness for a particular purpose of the Results. Article 7 Term and termination 1. This Agreement shall become effective on the Effective Date and shall thereafter remain into force until the end of the Project. The end of the Project is the last day of service of the last researcher funded by STW. 2. After this Agreement has ended, the articles 4, 5, 6, 7.2, 8 and 9 shall remain in full force and effect. 3. If the participation of a Party in the Agreement is terminated prematurely on the basis of the law, the other Parties shall discuss if they wish to continue the Agreement and on what conditions. Should the participation of the Academic Project Partner be terminated and the other Parties decide that they nevertheless want to continue the Project, the Academic Project Partner will, at the request of STW and <PARTNER>, cooperate to the best of its ability in transferring the Project to the selected new research institute. 4. When the participation of a Party has been terminated as meant in paragraph 3 above, paragraph 2 above shall apply, with the understanding that said Party shall not acquire any rights with regard to the Results, generated after the termination of its participation. 5. Each Party is entitled to terminate this Agreement by written notice sent by registered mail to the other party if the other party is in breach of this Agreement and the breach is not remedied within thirty (30) days of the other party receiving written notice specifying the breach and requiring its remedy. 6. STW and the Academic Partner have the right to terminate this Agreement prematurely by registered mail if <PARTNER> becomes insolvent or if an order is made or a resolution is passed for the winding up of <PARTNER> or if <PARTNER> is granted suspension of payment. Article 8 Governing law and jurisdiction 1. This Agreement shall be governed by the laws of the Netherlands. 2. If any dispute should arise between any of the Parties, such Parties shall use reasonable effort to settle such dispute before pursuing any remedy they may have at law. 3. Any dispute, resulting from this Agreement, or further agreements resulting there from which do not stipulate otherwise, which has not been solved by the Parties in accordance with the previous provision, shall be submitted to the competent court in Utrecht, the Netherlands. Article 9 Miscellaneous 1. None of the Parties shall be entitled to transfer, by means of assignment, sale or otherwise, or to encumber any and all of the rights granted under and obligations deriving from this pagina 22 van 24 page 23 of 24 Agreement, either in whole or in part, to a third party without the prior written consent of the other Parties. 2. Unless explicitly agreed otherwise in writing, none of the Parties is entitled to act or make legally binding declarations on behalf of any of the other Parties. Nothing in this Agreement shall be deemed to constitute a joint venture, agency or any other kind of formal business grouping or entity between the Parties. 3. Any amendments or additions made to the Agreement shall only be valid and binding between the Parties if made in writing and executed by all Parties. 4. This Agreement contains 2 annexes which form an integral part of this Agreement: Annex 1 Project Proposal ‘[_title_]’ Annex 2 STW Funding Conditions Annex 3 Partnership Agreement STW – Breed4Food 5. None of the Parties grants any rights and/or licenses to the other Parties, either explicit or implicit, nor waives any of its existing rights, unless explicitly mentioned in this Agreement. 6. The articles of the Partnership Agreement govern this project agreement and, in case of conflict, shall prevail over the articles in this project agreement. pagina 23 van 24 page 24 of 24 Signed in threefold: Stichting voor de Technische Wetenschappen Utrecht, …………………………… [signature] …………………………… Dr. E.E.W. Bruins, Executive Director Company [place], …………………………… [signature] …………………………… [name], [title] University [place], …………………………… [signature] …………………………… [name], [title] pagina 24 van 24