2015
Collaborative Research Project
Charter
PREAMBLE
Acknowledging that a Joint targeted Program in Information and Communication Science and
Technology- ICST has been launched by Inria and the Department of Science and Technology,
Government Republic of India- DST, under CEFIPRA’s umbrella, that a MoU has been signed
between both institutions and that joint selected projects will be co-funded.
Recognizing that CNRS participates to the Joint targeted Program in ICST launched by Inria and DST
and that projects emerging from CNRS’ research units are eligible to the annual call and will be cofunded by CNRS and DST.
Recognizing that a collaborative research project is a joint research project created between an
Inria/CNRS research team and a research team from India; that two Scientific Coordinators jointly
define for this project a scientific objective with a clear added value for each of the research team, a
research plan and a program for bilateral exchanges.
Accepting that the rights and obligations of the Scientific Coordinators have to be defined by the
partners involved in this Collaborative Research Project Charter, hereinafter referred to as Charter,
including Annexes 1, 2 and 3.
IT IS HEREBY AGREED AS FOLLOWS:
ARTICLE 1: PURPOSES
It is created between [French partner institution XXXX] and DST a collaborative research project
entitled "XXXXXXXXX" described in ANNEX 1.
The collaborative research project [XXXX] is under the joint responsibility of two Scientific
Coordinators, who manage the human, financial and material resources put together for this operation,
including questions relating to the ownership and dissemination of the results in their respective
institutions.
A collaborative research project involves members employed by different institutions, hereafter called
Partners.
The purpose of this Charter is to define the conditions under which the Scientific Coordinators intend
to carry out the collaborative research project as well as the rights and obligations of the Scientific
Coordinators and their members, in terms of the protection and use of Results and associated
intellectual property rights.
The Charter specifies the operating procedures of the collaborative research project in accordance
with the MoU signed by Inria and DST.
ARTICLE 2: THE SCIENTIFIC COORDINATORS
The Scientific Coordinators are responsible for ensuring the coordination and management of the
resources made available to the collaborative research project; ensuring the proper functioning of the
latter; promoting the development of collaboration, and the follow-up of the annual and final review of
the work undertaken.
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In application of this Charter and for correct performance of each collaborative research project,
Scientific Coordinators will, at their own discretion, provide the know-how of their staff, will use the
machines and equipment required for correct performance of the collaborative research project and
will devote to the performance of the latter the time and care required in order to obtain the best
results, taking into account the current state of science and technique.
ARTICLE 3: RULES FOR HUMAN, MATERIAL AND FINANCIAL RESOURCES ALLOCATED TO
THE PROJECT
Any member of a collaborative research project remains at all times under the hierarchical and
disciplinary authority of his employer.
Access to the premises of the Partners shall be subject to approval by each Partner under the terms
defined by the welcoming Partner.
Goods or equipment which would be made available by one Partner to the other shall remain the
property of the concerned Partner and it will be returned in good condition at all times upon request
and upon thirty days’ notice.
ARTICLE 4 - SCIENTIFIC ANIMATION –COMMUNICATION - PUBLICATION
A collaborative research project is created for a period of 3 years and a follow up of its activities is
ensured each year by [French partner institution XXXX] and DST.
Regarding publications, the two Scientific Coordinators must validate and verify the absence of
Confidential Information in draft publication or communication. Publications related to the work
carried out in common shall mention the following: “Research conducted within the context of
the Joint targeted Program in Information and Communication Science and TechnologyICST, supported by CNRS, Inria, and DST”.
Scientific Coordinators have to discuss about joint dissemination actions concerning their
collaboration; in case of any doubt they should contact IP manager of each Partner.
ARTICLE 5: GENERAL PRINCIPLES APPLICABLE TO RESEARCHERS INVOLVED IN
COLLABORATIVE RESEARCH PROJECTS
Members of a collaborative research project should make every effort to ensure that their research is
relevant to the joint research project.
They must avoid plagiarism of any kind and abide by the principle of intellectual property and joint data
ownership in the case of research carried out in collaboration with other researchers.
Researchers at all levels must be familiar with the national and/or institutional regulations governing
training and/or working conditions. This includes Intellectual Property Rights regulations.
ARTICLE 6: INTELLECTUAL PROPERTY
Each Partner involved in a collaborative research project remains the owner of his Background.
Partners shall make the list of the Background they wish to use for the collaborative research project,
in ANNEX 2.
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Results include, but are not limited to, software and/or inventions and/ or patents and more generally
other IP assets.
Joint Results are results jointly obtained by members of the collaborative research project.
Joint Results are the partners’ joint ownership, prorata to their employee’s intellectual contribution.
For any results that require protection of Intellectual Property as for the inventions and/or computer
software and/or patents and all types of IP assets that are developed pursuant to the collaborative
research project the institutions participating in the development of that result will jointly resolve it
between themselves by developing specific agreements for covering those activities and IP Rights and
by signing an agreement according to the template “IP Policy Agreement“ provided in ANNEX 3. The
“IP Policy Agreement“ provided in ANNEX 3 is a template which may be modified of adapted on a
case by case basis, if required. For that purpose, Scientific Coordinators will inform their respective
institutions.
ARTICLE 7: TERMINATION
Termination of this Charter shall not affect the rights and obligations having been born within scripts.
The Partners shall endeavor to resolve amicably all disputes relating to the interpretation,
implementation and/ or validity of the Charter. If the Partners fail to resolve such a dispute amicably,
the dispute shall be settled according to the rules of international law.
ARTICLE 8: ENTRY INTO FORCE, DURATION AND RENEWAL
This Collaborative Research Project Charter enters into force from the date of creation of the
collaborative research project for a period of three (3) years. It may be modified or renewed by the
signing of an addendum by both parties.
It is stated that the Collaborative Research Project Charter does not prevail over contracts of the
Partners before the date of signature hereof.
Notwithstanding the expiration of the Collaborative Research Project Charter or its earlier termination
as provided in Article 7 "TERMINATION", the provisions stated in the Charter remain in force for the
duration attached to said articles.
Partners agree that Annexes 1, 2 and 3 are an integral part of this Charter.
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Drawn up in four (4) original copies, one for each of the signatory Scientific Coordinator and the
Partner institutions on which they depend.
In XXX, on XXXX
[Name of the French Scientific Coordinator]
[Signature]
I, undersigned ________________________________, in my capacity of French Scientific
Coordinator of the collaborative research project [Title XXXXXXXX] do hereby accept the conditions
that go before and commit myself to inform my home institution whenever necessary in order to
respect its IP Policy Rights.
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In XXX, on XXXX
[Name of the Indian Scientific Coordinator]
[Signature]
I, undersigned ________________________________, in my capacity of Indian Scientific Coordinator
of the collaborative research project [Title XXXXXXXX] do hereby accept the conditions that go before
and commit myself to inform my home institution whenever necessary in order to respect its IP Policy
Rights.
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ANNEX 1: SCIENTIFIC AND RESEARCH TOPIC
AREA
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ANNEX 2: List of Members and Background
List of researchers and Partners with their Background, involved in the project
at the date of signing this Charter
(This list is subject to be updating depending on exchange in the Project)
For [French partner institution]
[Member and Background]
For [Indian partner institution]
[Member and Background]
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ANNEX 3: TEMPLATE
IP POLICY AGREEMENT
[French partner institution] and [Indian partner institution] intend to develop a collaborative
research project entitled [XXXXXXX] from [Date] 2014 until [Date] 2016.
[French partner institution] and [Indian partner institution] are individually or collectively
designated as a Party or the Parties.
The collaborative research project [XXXXXXX] has two Scientific Coordinators.
- For [French partner institution]: (name, function, email address phone number).
- For [Indian partner institution]: (name, function, email address phone number).
Individually or collectively designated as Scientific Coordinator or Scientific Coordinators.
PREAMBLE
Acknowledging that a Joint targeted Program in Information and Communication Science and
Technology- ICST has been launched by [French partner institution] and the Department of Science
and Technology, Government Republic of India- DST; that a MoU has been signed between both
institutions and that joint selected projects will be co-funded.
Recognizing that a collaborative research project is a joint research project created between an
[French partner institution] research team and a research team from [Indian partner institution].
For that purpose, the two Scientific Coordinators jointly define a scientific objective with a clear added
value for each research team, a research plan and a program for bilateral exchanges.
Accepting that the rights and obligations of the Scientific Coordinators are defined by the Parties
involved in the Collaborative Research Project Charter, hereinafter referred to as Charter, including
Annexes 1, 2 and 3.
IT IS HEREBY AGREED AS FOLLOWS:
ARTICLE 1: DEFINITIONS

“Background”: any software, patent, know-how and any other intellectual property right
owned by a Party before or independently of the signature of this Convention.

“Component based software “any software system or material made of software
modules and components, which might involve a Third Party’s IP rights, but which can
be used for research, in the context of a specific agreement.

“Confidential Information” means all trade secrets, non-public information, data,
know-how, documentation, software (including listings thereof and documentation
related thereto), diagrams, drawings and specifications relating to a Party, its business
or products. All Confidential Information disclosed in writing or other tangible form, is
considered “CONFIDENTIAL”. When disclosed orally, visually or in any other intangible
form, such information shall be identified as confidential at the time of disclosure. For
the purpose of this IP Policy Agreement, disclosure by facsimile, e-mail, or other
electric media shall be considered as disclosure in writing. Further, any Confidential
Information disclosed by a Party to the other Party directly shall be considered as
Confidential Information of the Party.
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
“Commercial use”: refers to the use of results for business, direct or indirect
activities for the benefit of Third Party, such as (without limitation) sales or rental of
products from the results, services, licensing, conducted in association with Third Party
or Third Parties.

"Improvements”: any improvement that is directly derived or based on software
which is part of a Party’s Background. Is not considered as an improvement a software
module which has been developed from a Party’s previous software, but which can be
used independently and does not impact the use of such previous software.

“Industrial use”: means any process or method which improves a production
process.

“Collaborative Research Project Charter”: or the “Charter” means the agreement
between the two Scientific Coordinators concerning the implementation of the
concerned collaborative research project.

“Joint Results”: any result, patentable or software, other than an Improvement,
developed by both Parties’ employees in the context of the collaborative research
project. When such a result is filed for a patent application, it should be referred to as
“Joint Patent”. When such a result is software, it should be referred to as “Joint
Software”.

“Open Source”: any source code distributed under an open source license, compliant
with the criteria of the Free Software Foundation and/or the Open Source Initiative, and
any other license respecting similar principles, such as CeCILL licenses.

"Patent ": any patent or patent application and corresponding know-how, filed by a
Party and/or the other to protect an invention made in the context of the present
contract or a Specific Agreement.

“Project”: each study, research work and/or development that is to be jointly carried
out by the Parties, as defined in ANNEX 1 of the Collaborative Research Project
Charter or which will be identified and disclosed during the validity of this Agreement
and agreed by the Parties under a Specific Agreement.

“Result(s)” means all knowledge, information, data, methods, process, tools, knowhow patent and software resulting from the execution of each Project developed or
obtained by at least one Party. Results belong to each partner institution involved in
collaborative research projects.

“Research use”: includes any use of the results, for teaching, or research and
development of new techniques and / or technologies for its own benefit, conducted alone
or in conjunction with Third Parties.

"Software”: any software, in the form of source code or object code, the
corresponding specifications, know-how and documentation.

“Specific Agreement(s)” means separate agreements defining the conditions under
which the concerned Parties intend to carry out a Specific Project as well as the rights
and obligations of the concerned Parties in terms of the protection and use of Results
and associated intellectual property rights.

“Scientific Coordinator” means a researcher that is identified as the Principal
Investigator for a collaborative research project.
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On the French side: Applicants have to carry out their research activity within an [French
partner institution] project team or research unit.
On the Indian side: Applicants have to hold a position as a researcher in a university or
a research institute of this country.

“Third Party” means any physical or legal person, either private or public, other than
one of the Parties.
ARTICLE 2: CONFIDENTIALITY – DIVULGATION
Both Parties undertake to keep all Confidential Information transmitted by the other involved members
secret and confidential and to take all measures necessary to preserve the confidentiality thereof with
regard to any person under their authority, as well as any Third Parties involved, as the case may be.
For this purpose, Scientific Coordinators undertake that:

the Confidential Information received will be treated with the same degree of precaution and
protection as that they accord to their own Confidential Information;

the Confidential Information exchanged will be used for setting up the collaborative research
project and research program only as explained in ANNEX 1 of the Collaborative Research
Project Charter, except with the prior written agreement of the Party issuing the Confidential
Information;

no copies will be made of all or part of the Confidential Information, except with the prior
written agreement of the issuing Party;

the Confidential Information will be revealed only to those members of their personnel involved
in the collaborative research project, who need to know this Confidential Information;

the other Party’s Confidential Information will not be divulged to any Third Parties, except with
the prior written agreement of the issuing Party;

as the case may be, take all the provisions necessary for all members of their personnel and
all Third Parties involved in the collaborative research project to whom the Confidential
Information is disclosed, to undertake, prior to all communication, to treat the Information with
the same degree of confidentiality as that arising from this Agreement;

the other members’ Confidential Information will be used only in connection with the joint
research project.
Information shall not be treated as confidential if the Party receiving the same can prove:




that this information belonged in the public domain at the time it was disclosed;
that it already held that information legally and without any wrongdoing or fraud on its part,
before the issuing research team transmitted it to them;
that it received it quite properly from a Third Party free to make use of the same;
that it was legally obliged to disclose this information.
All Confidential Information and the media communicated and delivered by each Party which owns it,
is and will remain that Party’s exclusive property.
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In no case does this IP Policy Agreement entail any assignment or granting of any operating rights
over the files of know-how, patents, software or any other intellectual property right held by one Party
to the other Party.
At the end of the collaborative research project, the confidentiality obligation over the Confidential
Information exchanged shall endure for a further period of five (5) years. By way of exception, where
an item of Confidential Information is a source code or know-how file, the confidentiality obligation will
endure until such time as the said source code and the said know-how have been made public or
have fallen into the public domain.
ARTICLE 3 – INTELLECTUAL PROPERTY
3.1 Ownership:
a) Background:
Each Party involved in this collaborative research project remains the owner of its Background.
Parties shall make the list of the Background they wish to use for the collaborative research project in
ANNEX 2 of the Collaborative Research Project Charter.
b) Improvements:
When a Party’s Background is software, this Party shall also be the owner of any Improvement
made on this software, without prejudice of application of article 3.3.b) hereafter.
c) Results obtained by one Party:
Any Result obtained by one Party’s employees shall be owned by this Party.
d) Joint Results:
Joint Results are the Parties’ joint ownership, prorata to their employee’s intellectual contribution.
When a Joint Result is patentable, researchers involved in the collaboration shall agree on the
opportunity to file a patent application.
Researchers must inform patents manager of each concerned entity to discuss about this filing case
by case.
3.2. Patent’s exploitation rules:
a) Research use:
Parties shall be free to use patents exclusively for research purposes within the context of
collaborative research projects.
b) Industrial and commercial use:

[French partner institution] patents:
[French partner institution] may grant to [Indian partner institution] a license on its patents or
assign them to Partner. [French partner institution] shall be paid, as compensation, a lump sum or
royalties. This financial compensation shall be discussed on a case-by-case basis, in a Specific
Agreement.

Joint Patents:
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Once a patent jointly owned has been filed, [French partner institution] may assign its share to
[Indian partner institution] before the end of the priority deadline. [Indian partner institution]
shall pay [French partner institution], as compensation, a lump sum, to be discussed on a caseby-case basis, in a specific agreement.
Besides, when a Joint Patent becomes part of a Partner’s licensing program or a patent pool,
[French partner institution] shall also be paid royalties.
c) Access rights to patents assigned to Partner:
Any patent assignment agreement signed between [French partner institution] and [Indian partner
institution] shall have a clause enabling [French partner institution] to guarantee, to its other
partners, access rights to such patent, in fair, reasonable and non-discriminatory conditions. This
guarantee is limited to patents that would be obtained in the context of a collaborative research
between [French partner institution] and these partners, when the exploitation of such patents would
require access rights to prior patents assigned to [Indian partner institution].
3.3 Software’s exploitation rules:
When [Indian partner institution] wishes to be granted exploitation rights on open-source software,
different from those granted in the open-source software’s license, the following conditions may apply,
in the context of dual licensing. This shall only be possible if [French partner institution] is the owner
of the open-source software or is legally-mandated to grant such a license. Otherwise, it shall be
[Indian partner institution]’s responsibility to purchase copyright permission to use components
owned by Third Parties, if necessary.
a) Research use:
Access to source code shall be discussed on a case-by-case basis, in corresponding Specific
Agreement.

[French partner institution]’s Background:
When Background is software, [French partner institution] grants to [Indian partner institution] a
non-exclusive, non-transmittable license which is limited to research use, for the need and the duration
of the corresponding Specific Agreement. Such license is free, except when the software is a research
prototype for specific applications, for which [French partner institution] had to invest substantially.
In this case, a reasonable lump sum shall be paid by [Indian partner institution] in compensation.

[Indian partner institution]’s Background:
When Background is software, [Indian partner institution] grants to [French partner institution] a
free, non-exclusive, non-transmittable license which is limited to research use, for the need and the
duration of the corresponding Specific Agreement.

Improvements and Software Results owned by one Party:
Each Party grants to the other Party a free, non-exclusive, non-transmittable license on their
Improvements and their Software, for research use, for the duration and the need of the corresponding
specific agreement.
b) Industrial and commercial use:

Background, Improvements and Software owned by [French partner institution]:
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[French partner institution] may grant a license or assign to [Indian partner institution] its
Background software, its Improvements and its Software, in compensation of a lump sum or royalties,
to be discussed on a case-by-case basis, in specific agreements.
When [Indian partner institution]’s employees are the authors of an Improvement made on one of
[French partner institution]’s software, exploitation rights shall be granted on such Improvements to
[Indian partner institution] for free.

Joint Software:
[French partner institution] may assign to [Indian partner institution] its share on Joint Software to
[Indian partner institution], in compensation of a lump sum, to be discussed on a case-by-case basis
in a specific agreement.
Otherwise, when Joint Software remains [French partner institution] and [Indian partner
institution]’s joint property, it is agreed that both Parties may freely use such software,
commercially and industrially, in the entire world, without paying financial compensation to the
other Party.
It is agreed between the Parties in the event of success which lead to a break on the market, and then
an imbalance in the economy of a Specific Agreement, the Parties shall meet to discuss the fair
financial return to the other Parties. Criteria qualifying a success providing a break on the market
include for example, the turnover but also the savings realized by the Party.
c) Assigned software and research use:
When software owned by [French partner institution], or a share of software in joint property
with [Indian partner institution, is assigned by [French partner institution] to [Indian partner
institution, [French partner institution] shall keep a free, non-exclusive license on the software
for research use, including with Third Parties. In this case, [French partner institution] shall ask
for [Indian partner institution’s prior written authorization.
3.4 Technology transfer and start-up creation
Parties agree that some Results, in particular Joint Patents and Joint Software, may be
transferred to a start-up jointly created by them.
The conditions in which a start-up could be jointly created by the Parties shall be discussed with
Scientific Coordinators.
3.5 Disagreement on the price of an assignment or a license
If Parties cannot reach an agreement on the price of a licence or an assignment, such price shall be
determined by an expert.
ARTICLE 4 – GUARANTIES
4.1 Components based software
Some of [French partner institution]’s background is components-based software. In this case,
[French partner institution] shall make its best efforts to give [Indian partner institution] the
information it has, concerning copyright ownership and the legal status of the different Software’s
components.
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It is hereby agreed that [French partner institution] may only assign or grant a license to [Indian
partner institution] on components for which it owns copyrights. Consequently, it shall be Partner’s
responsibility to purchase copyright permission for components belonging to Third Parties, if
necessary.
4.2 « Non- [French partner institution] » personnel and IP rights:
[French partner institution] shall be responsible of obtaining a mandate or exploitation rights, on
results that could be obtained by non-[French partner institution] French personnel working in the
collaborative research project, and that might be involved in a Specific Agreement.
Drawn up in four (4) original copies, one for each of the Scientific Coordinators of the collaborative
research project and one for each Party.
Signed in XXXXX, on XXXXX
[Name of the legal representative of the French Partner Institution]
[Signature]
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Signed in XXXXX, on XXXXX
[Name of the legal representative of the Indian Partner Institution]
[Signature]
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