Consortium Agreement

EUROnu CONSORTIUM AGREEMENT

29 th October 2008

SUBJECT TO CONTRACT

CONSORTIUM AGREEMENT

THIS CONSORTIUM AGREEMENT is based on REGULATION (EC) No 1906/2006 OF THE

EUROPEAN PARLIAMENT AND OF THE COUNCIL of 18 December 2006 laying down the rules for the participation of undertakings, research centres and universities in actions under the Seventh Framework Programme and for the dissemination of research results

(2007-2013) (“Rules for Participation”) and the EC Grant Agreement, adopted on 1 st

September 2008 (“the Grant Agreement”) and Annex II adopted on 1st September 2008

(“Annex II of the Grant Agreement”) and is made on 1 st

September 2008, (the “Effective

Date”).

BETWEEN:

1. THE SCIENCE AND TECHNOLOGY FACILITIES COUNCIL Polaris House, North Star

Avenue, Swindon SN2 1SZ (“STFC” as “The Coordinator”)

2.

COMMISSARIAT A L’ÉNERGIE ATOMIQUE 25 rue Leblanc, Immeuble le Ponant D,

Paris 75015 France (“CEA”)

3. EUROPEAN ORGANISATION FOR NUCLEAR RESEARCH 385 Route de Meyrin,

Geneva CH-1211, Switzerland (“CERN”),

4. UNIVERSITY OF GLASGOW University Avenue, Glasgow G12 8QQ UK (“Glasgow“)

5. IMPERIAL COLLEGE OF SCIENCE, TECHNOLOGY AND MEDICINE Exhibition Road,

London SW7 2AZ UK (“Imperial”)

6. CONSEJO SUPERIOR DE INVESTIGACIONES CIENTIFICAS 117 Serrano, Madrid

28006 Spain (“CSIC”)

7. CENTRE NATIONAL DE LA RECHERCHE SCIENTIFIQUE 3 Rue Michel-Ange, Paris

75794 France (“CNRS”) acting on its own behalf and for the following Third Party

Linked to a Beneficiary: - UNIVERSITE DENIS DIDEROT PARIS 7

8. CRACOW UNIVERSITY OF TECHNOLOGY 24 Warszawska, Krakow PL 31-155,

Poland (“CUT”)

9. UNIVERSITY OF DURHAM University Office, Old Elvet, Durham DH1 3HP

(“UDUR”)

10. INSTITUTO NAZIONALE DI FISCIA NUCLEARE 40 Via E.Fermi, Frascati, Roma

00044 Italy (“INFN”)

11. MAX-PLANCK-GESELLSCHAFT ZUR FORDERUNG DER WISSENSCHAFTEN e.V. 8

Hofengartenstra

β e, Munich 80539 (“MPG”)

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12. THE CHANCELLOR, MASTERS AND SCHOLARS OF THE UNIVERSITY OF OXFORD,

University Offices, Wellington Square, Oxford OX1 2JD UK (“UOXF[1].DL“)

13. SOFIA UNIVERSITY ST.KLIMENT OHRIDSKI 15 Tsar Osvoboditel Boulevard Sofia

1504, Bulgaria (“UniSofia“)

14. UNIVERSITY OF WARWICK Kirby Corner Road, Coventry CV4 8UW UK (“Warwick”)

15. UNIVERSITE CATHOLIQUE DE LOUVAIN I Place de l’Université, Louvain-la-Neuve

1348 Belgium (“UCL”)

Jointly or individually, referred to as ”Parties” or ”Party” relating to the Project entitled A High Intensity Neutrino Oscillation Facility in Europe

(Design Study) in short EUROnu (“the Project”), funded by the EU Commission.

AGREEMENT

Section 1: Definitions

1.1 Definitions

Words beginning with a capital letter shall have the meaning defined either herein or in the Rules for Participation or in the Grant Agreement including its Annexes without the need to replicate said terms herein.

1.2 Additional Definitions

“Consortium Plan” means the description of the work based on a combination of the technical work plan (of attachment 1 of the Consortium agreement) and Annex 1 of the Grant Agreement (the non-technical work plan) and the related agreed

Consortium Budget, including the payment schedule, as updated and approved by the

Governing Board.

“Consortium Budget” means the allocation of all the resources in cash or in kind for the activities as defined in the technical work plan and Annex I of the Grant Agreement and in the Consortium Plan thereafter including both the funding from the EU

Commission and the additional external funding.

“Defaulting Party” means a Party which the Governing Board has identified to be in breach of this Consortium Agreement and/or the Grant Agreement as specified in

Article 4.2 of this Consortium Agreement.

“Needed” means for the implementation of the Project.

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Access Rights are Needed if, without the grant of such Access Rights, carrying out the tasks assigned to the recipient Party would be impossible, significantly delayed, or require significant additional financial or human resources.

For Use of own Foreground:

Access Rights are Needed if, without the grant of such Access Rights, the Use of own

Foreground would be technically or legally impossible.

“Party” means a Signatory Party (Party that signs the Grant Agreement or its Accession

Form) as well as Third Party Linked to a Beneficiary it may represent in this Consortium

Agreement. All the Parties shall have the same rights and obligations under this

Consortium Agreement unless expressly stated otherwise.

“Software” means sequences of instructions to carry out a process in, or convertible into, a form executable by a computer and fixed in any tangible medium of expression.

“Third Party Linked to a Beneficiary” means legal entities, either public or private, represented in the Grant Agreement by a Signatory Party according to the terms of

Special Clause n°10 of the Grant Agreement. This Signatory Party and the Third Party

Linked to a Beneficiary it represents shall be partners in a “Joint Research Unit”.

“Work Package” means a designated body of coherent work that forms part of the overall project plan.

“Work Package Coordinator” refers to the designated individual who is responsible for coordinating the output of a Work Package or group of Work Packages with other Work

Package Coordinators and the Coordinator.

Section 2: Purpose

The purpose of this Consortium Agreement is to specify with respect to the Project the relationship among the Parties, in particular concerning the organisation of the work between the Parties, the management of the Project and the rights and obligations of the Parties concerning inter alia liability, Access Rights and dispute resolution.

Section 3: Entry into Force, Duration and Termination

3.1 Entry into force

An entity becomes a Party to this Consortium Agreement upon signature of this

Consortium Agreement by a duly authorised representative.

This Consortium Agreement shall have effect from the Effective Date identified at the beginning of this Consortium Agreement.

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A new Party enters the Consortium upon signature of the Accession document

[Attachment 3] by the new Party and the Coordinator. Such accession shall have effect from the date identified in the Accession document.

3.2 Duration and termination

This Consortium Agreement shall continue in full force and effect until complete fulfilment of all obligations undertaken by the Parties under the Grant Agreement and under this Consortium Agreement.

However, this Consortium Agreement may be terminated prematurely in accordance with the terms of this Consortium Agreement and Annex II of the Grant Agreement

(Article II.37 and II.38).

3.3 Survival of rights and obligations

The provisions relating to Access Rights, Confidentiality, Liability, Applicable law and

Settlement of disputes shall survive the expiration or termination of this Consortium

Agreement as agreed in respective articles.

Termination shall not affect any rights or obligations of a Party leaving the Consortium incurred prior to the date of termination, unless otherwise agreed between the

Governing Board and the leaving Party. This includes the obligation to provide all input, deliverables and documents for the period of its participation.

Section 4: Responsibilities of Parties

4.1 General principles

Each Party undertakes to take part in the efficient implementation of the Project, and to cooperate, perform and fulfil, promptly and on time, all of its obligations under the

Grant Agreement and this Consortium Agreement as may be reasonably required from it.

Each Party undertakes to notify promptly, in accordance with the governance structure of the Project, any significant information, fact, problem or delay likely to affect the

Project.

Each Party shall provide promptly all information reasonably required by a Consortium

Body or by the Coordinator to carry out its tasks.

Each Party shall take reasonable measures to ensure the accuracy of any information or materials it supplies to the other Parties.

4.2 Breach

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In the event the responsible Consortium Body identifies a breach by a Party of its obligations under this Consortium Agreement or the Grant Agreement, the

Coordinator will give written notice requiring that such breach be remedied within 30 calendar days. Should the offending Party be the Coordinator, the Governing Board will issue the written notice.

If this does not occur, the Governing Board may decide to declare the Party to be in breach and to decide on the consequences thereof.

4.3 Involvement of third parties

A Party that enters into a subcontract or otherwise involves third parties (including but not limited to Affiliated Entities) in the Project remains solely responsible for carrying out its relevant part of the Project and for such third party’s compliance with the provisions of this Consortium Agreement and of the Grant Agreement. It has to ensure that the use of third parties does not affect the rights and obligations of the other Parties regarding Background and Foreground.

Section 5: Liability towards each other

5.1 No warranties

In respect of any information or materials supplied by one Party to another under the

Project, no warranty or representation of any kind is made, given or implied as to the sufficiency or fitness for purpose nor as to the absence of any infringement of any proprietary rights of third parties.

The recipient Party shall in all cases be entirely and solely liable for the use to which it puts such information and materials.

5.2 Limitations of contractual liability

No Party shall be responsible to any other Party for punitive damages, indirect or consequential loss or similar damage such as, but not limited to, loss of profit, loss of revenue or loss of contracts.

A Party’s aggregate liability towards the other Parties collectively in respect of any and all claims shall be limited to the Party’s share of the total costs of the Project as identified in Annex I of the Grant Agreement provided such damage was not caused by a wilful act or gross negligence.

The exclusions and limitations of liability stated above shall not apply in the case of damage caused by a wilful act or gross negligence.

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The terms of this Consortium Agreement shall not be construed to amend or limit any non-contractual liability.

5.3 Damage caused to third parties

Each Party shall be solely liable for any loss, damage or injury to third parties resulting from the performance of the said Party’s obligations under this Consortium Agreement or from its use of Foreground or Background.

5.4 Force Majeure

No Party shall be considered to be in breach of this Consortium Agreement if such breach is caused by Force Majeure. Each Party will notify the competent Consortium

Bodies of any Force Majeure as soon as possible. If the consequences of Force Majeure for the Project are not overcome within 6 weeks after such notification, the transfer of tasks - if any - shall be decided by the competent Consortium Bodies.

Section 6: Governance Structure

6.1 General structure

The organisational structure of the Consortium shall comprise the following

Consortium Bodies: a) The Governing Board is the ultimate decision-making body of the Consortium and is responsible for strategic management of the Project, including strategic direction, funding, and technical aspects and is the supervisory body for the execution of the Project. b) The Management Board is responsible for the implementation of the Grant

Agreement and the Consortium Agreement and for ensuring that all obligations of the

Parties are met. It will meet according to the needs of the contract implementation. c) The Coordination Board is responsible for ensuring the global coherence of the

Design Study through continuous monitoring of the work and planning of all tasks, updating of reports and analysis of the results achieved during the implementation of the Project. It will monitor the progress of each Work Package and how the results compare with international developments. It will also evaluate possible synergies with other projects. It will meet at least 3 times per year. d) The International Advisory Panel provides independent advice to the Project. e) The Dissemination Board reviews all publications and reports created in the

Project and advises the Governing Board and the Management Board on dissemination of Foreground. f) The Participants’ Forum is an annual meeting for all participants in the Project.

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SUBJECT TO CONTRACT g) The Coordinator is the entity acting as the intermediary between the Parties and the European Commission. The Coordinator shall, in addition to its responsibilities as a Party, perform the tasks assigned to it as described in the Grant

Agreement and this Consortium Agreement.

6.2 General operational procedures for all Consortium Bodies

The rules of Article 6.2 of this Consortium Agreement apply to all the Consortium

Bodies: Governing Board, Management Board, International Advisory Panel,

Co-ordination Board and the Dissemination Board.

6.2.1 Representation in meetings

Any member of a Consortium Body: a) should be present or represented at any meeting of such Consortium Body; b) may appoint a substitute or a proxy to attend and vote at any meeting; and c) shall participate in a cooperative manner in the meetings.

6.2.2 Preparation and organisation of meetings

The chairperson of a Consortium Body shall convene meetings of that Consortium Body.

In extraordinary cases the Consortium Bodies may take decisions through their chairperson consulting with all members via teleconference and/or via e-mail, phone, etc. These decisions must be included in the Minutes of the next ordinary meeting.

Meetings of each Consortium Body can also be held by teleconference, videoconference or other telecommunication means.

Decisions may only be executed once the relevant part of the Minutes is accepted according to Article 6.2.3.

6.2.3 Minutes of meetings

The chairperson of a Consortium Body shall produce written Minutes of each meeting which shall be the formal record of all decisions taken. He/she shall send the draft to all of its members within 15 calendar days of the meeting.

The Minutes shall be considered as accepted if, within 15 calendar days from sending, no member has objected in writing to the chairperson with respect to the accuracy of the draft of the Minutes.

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The accepted Minutes shall be sent to all of the members of the Consortium Body and the Project Coordinator, who shall safeguard them. If requested the Project

Coordinator shall provide authenticated duplicates to Parties.

6.3 Specific operational procedures for the Consortium Bodies

6.3.1 Governing Board

In addition to the rules described in Article 6.2, the following rules apply:

6.3.1.1 Members

The Governing Board shall consist of one representative of each Party.

Ex-officio members are the Management Board, a representative from each of The

European Committee for Future Accelerators (ECFA), the International Design Study for the Neutrino Factory (IDS-NF), the EURISOL FP6 Design Study, the LAGUNA FP7

Design Study and the NEU2012 network of the EuCARD FP7 IA. Ex-officio members attend meetings of the Governing Board as observers and may speak but not vote.

They will be required to sign a confidentiality agreement before attending closed

Consortium meetings.

Each Governing Board member shall be deemed to be duly authorised to deliberate, negotiate and decide on all matters listed in Article 6.3.1.2 of this Consortium

Agreement.

Ordinary meetings of the Governing Board shall be held once a year and extraordinary meetings can be held at any time on the written request of the Management Board or

1/3 of the members of the Governing Board.

The Governing Board will choose a Chair from among the participant representatives.

The appointment shall be for a period of 2 years, after which it may be extended for a further 2 years or terminated.

The Parties agree to abide by all decisions of the Governing Board.

This does not prevent the Parties to submit a dispute to resolution in accordance with the provisions of Settlement of Disputes in Article 11.8.

6.3.1.2 Decisions

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The Governing Board shall be free to act on its own initiative to formulate proposals and take decisions in accordance with the procedures set out herein. In addition, all proposals made by the Management Board shall also be considered and decided on upon by the Governing Board.

Normally decisions will be based upon and following the proposals of the Management

Board, as reflected in its proposed agenda for the Governing Board.

The Governing Board shall be responsible for overseeing the Project and verifying that the Coordinator, the Management Board and the Coordination Board are meeting their obligations.

The Governing Board may make decisions on the following issues:

Content, finances and intellectual property rights

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Proposals for changes to Annex I of the Grant Agreement to be agreed by the

European Commission

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Changes to the Consortium Plan (including the Consortium Budget)

Changes to the technical work plan and deliverables withdrawals from [Attachment 1 (Background included)

Additions to [Attachment 2 (Background excluded)]

Additions to [Attachment 4 (Listed Affiliated Entities)

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Additions to [Attachment 7 (List of Third Parties)]

Proposals to the Parties to amend the Consortium Agreement.

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Evolution of the Consortium

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Entry of a new Party to the Consortium and approval of the settlement on the modalities and conditions of the accession of such a new Party

Withdrawal of a Party from the Consortium and the approval of the settlement on the modalities and conditions of the withdrawal

Declaration of a Party to be a Defaulting Party

Remedial provisional measures against a Defaulting Party

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Termination of a Defaulting Party’s participation in the Consortium and measures relating thereto

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Proposal to the European Commission for a change of the Coordinator

Suspension of all or part of the Project

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Termination of the Project and/or the Consortium Agreement

6.3.1.3 Voting rules and quorum

The Governing Board shall not deliberate and decide validly unless a quorum of sixty seven percent (67%) of its members are present or represented.

Each member of the Governing Board present or represented in the meeting shall have one vote, except for partners representing more than one research unit. For these, special arrangements will be made by the Governing Board

Defaulting Party members may not vote.

Decisions shall be taken by a majority of two thirds of the votes of the members present or represented.

6.3.1.4 Veto rights

A Member which can show that its own work, time for performance, costs, liabilities, intellectual property rights or other legitimate interests would be severely affected by a decision of the Governing Board may exercise a veto with respect to the corresponding decision or relevant part of the decision, providing it is agreed by the Governing Board that the Member has supplied adequate evidence representing such circumstances.

When the decision is foreseen on the original agenda, a member may veto such a decision during the meeting only.

When a decision has been taken on a new item added to the agenda before or during the meeting, a member may veto such decision during the meeting and within 15 days after the Minutes of the meeting are sent.

In case of exercise of veto, the members shall make every effort to resolve the matter which occasioned the veto to the general satisfaction of all of all its members.

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A Party may not veto decisions relating to its identification as a Defaulting Party. The

Defaulting Party may not veto decisions relating to its participation and termination in the Consortium or the consequences of them.

A Party requesting to leave the Consortium may not veto decisions relating thereto.

6.3.2 Management Board

In addition to the rules in Article 6.2, the following rules shall apply:

6.3.2.1 Members

The Management Board shall consist of the Coordinator and three additional members of the Consortium who will represent the three facilities under study: the

Super-Beam, the Neutrino Factory and the Beta Beam.

6.3.2.2 Meetings

The Management Board shall meet every month and an extraordinary meeting may be held at any time on written request of any member of the Management Board.

The Coordinator shall chair all meetings of the Management Board, unless decided otherwise.

6.3.2.3 Minutes of meetings

Minutes of Management Board meetings, once accepted, shall be sent by the

Coordinator to the Governing Board for information.

6.3.2.4 Tasks

The Management Board shall monitor the effective and efficient implementation of the

Project, including implementing the Grant Agreement and this Agreement and for ensuring that all obligations within the Grant Agreement and this Agreement are met. It will meet according to the needs of the contract implementation.

The Management Board shall prepare the meetings, propose decisions and prepare the agenda of the Governing Board according to Article 6.3.1.2.

It shall seek a consensus among the Parties.

The Management Board shall be responsible for the proper execution and implementation of the decisions of the Governing Board.

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In addition, the Management Board shall take account of the views of the Participants’

Forum, collect information at least every 6 months on the progress of the Project, examine that information to assess the compliance of the Project with the Consortium

Plan and, if necessary, propose modifications of the Consortium Plan to the Governing

Board.

The Management Board shall:

initiate, coordinate and have organised the Work Packages;

if necessary, recommend to the Governing Board a re-allocation of the Consortium

Budget and tasks in order to keep the Project within agreed budget and plan. i.e. agree and ratify the change management plan proposed by the Coordinator

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Review the risk management plan as proposed by the Coordinator and agree on risk reduction strategy support the Coordinator in preparing meetings with the European Commission and in preparing related data and deliverables

prepare the content and timing of press releases and joint publications by the

Consortium or proposed by the European Commission in respect of the procedures of the Grant Agreement Article II 30.3.

In the case of abolished tasks as a result of a decision of the Governing Board, the

Management Board shall advise the Governing Board on ways to rearrange tasks and budgets of the Parties concerned. Such rearrangement shall take into consideration the legitimate commitments taken prior to the decisions, which cannot be cancelled.


The Management Board shall not deliberate and decide validly unless a quorum of at least seventy five percent (75%) of its members is present or represented.

Each member of the Management Board present or represented in the meeting shall have one vote.

Decisions shall be taken by a simplified majority (more than half) of the votes of the members present or represented.

6.3.3 International Advisory Panel

In addition to the rules in Article 6.2, the following rules shall apply:

6.3.3.1 Members

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The International Advisory Panel shall consist of not more than 6 international experts, nominated by the Governing Board. They will be required to sign a confidentiality agreement.

6.3.3.2 Tasks

The International Advisory Panel shall provide independent advice and guidance to the

Governing Board.

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It will make recommendations on the crucial technical choices according to the international context, on the distribution of resources to comply with priorities, and on activity planning. It will meet once per year.

6.3.3.3 Meetings

The International Advisory Panel shall usually meet every year and an extraordinary meeting can be held at any time.


The International Advisory Committee shall not deliberate and decide validly unless a quorum of at least of seventy five percent (75%) of its members are present or represented.

Each member of the International Advisory Committee present or represented in the meeting shall have one vote.

Decisions shall be taken by a simple majority of (more than half) of the votes.

6.3.4 Co-ordination Board

6.3.4.1 Members

The Co-ordination Board shall be chaired by the Coordinator, and comprise the

Management Board and the Work Package Coordinators. Coordinators of related EU activities will be invited ex-officio, as appropriate as observers who may speak but not vote.

6.3.4.2 Tasks

The Coordination Board shall be responsible for:

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SUBJECT TO CONTRACT a) ensuring the global coherence of the Project, of the work and planning of all tasks, updating of reports and analysis of the results achieved during the implementation of the work. b) monitoring the progress of each task and how the results compare with international developments. c) evaluating possible synergies with other projects.

6.3.4.3 Meetings

The Coordination Board shall meet as stated in Annex 1 of the Grant Agreement.

6.3.4.4 Voting Rules and Quorum

The Coordination Board shall not deliberate and decide validly unless a quorum of at least of sixty percent (60%) of its members is present or represented.

Each member of the Co-ordination Board present shall have one vote.

Defaulting Party members may not vote.

Decisions shall be taken by a simple majority of (more than half) of the votes.

6.3.5 Dissemination Board

6.3.5.1 Members

The Dissemination Board shall have three members including the Coordinator, who will be the chair. The two members will be nominated by the Governing Board.

6.3.5.2 Tasks

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The Dissemination Board shall review publications and reports produced by the study to verify their quality and consistency with the project tasks. It will advise the

Governing Board and the Management Board on all aspects of the dissemination of knowledge generated under the Project.

6.3.5.3 Meetings

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The Dissemination Board shall meet as required.

6.3.6 Participants’ Forum

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6.3.6.1 Members

All those involved in the Project shall be entitled to attend meetings of the

Participants’ Forum

6.3.6.2 Tasks

The Participants’ Forum shall review progress on the Project, deliverables and provide input to the Governing Board.

6.3.6.3 Meetings

The Participants Forum shall meet annually

6.3.7 Coordinator

The Coordinator shall be the intermediary between the Parties and the European

Commission and shall perform all tasks assigned to it as described in the Grant

Agreement and in this Consortium Agreement.

In particular, the Coordinator shall be responsible for:

monitoring compliance by the Parties with their obligations

subject to the fact that the Coordinator shall not be entitled to act or to make legally binding declarations on behalf of any other Party acting as an ambassador of the project within the EC and internationally

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identifying and securing funding for the project from all relevant sources keeping the address list of members and other contact persons updated and available

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collecting, reviewing to verify consistency and submitting reports and other deliverables (including financial statements and related certifications) to the

European Commission transmitting documents and information connected with the Project, including copies of Accession documents and changes of contact information to and between Work Package Leaders, as appropriate, and any other Parties concerned administering the Community financial contribution and fulfilling the financial tasks described in Article 7.3

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providing, upon request, the Parties with official copies or originals of documents which are in the sole possession of the Coordinator when such copies or originals are necessary for the Parties to present claims.

If the Coordinator fails in its coordination tasks, the Governing Board may propose to the European Commission to change the Coordinator.

The Coordinator shall not enlarge its role beyond the tasks specified in this Consortium

Agreement and in the Grant Agreement.

Section 7: Review and Financial provisions

7.1 Consortium Plan and Consortium Budget

The Consortium Plan and the Consortium Budget will be reviewed at least every year by the Governing Board.

7.2 General Principles

7.2.1 Distribution of the Financial Contribution

The financial contribution of the European Commission to the Project shall be distributed by the Coordinator according to:

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the Consortium Budget as included in the Consortium Plan the approval of reports by the European Commission, and

the provisions of payment in Article 7.3.

A Signatory Party shall be funded only for its tasks, and for the tasks of the Third Party

Linked to a Beneficiary it may represent, carried out in accordance with the

Consortium Plan

A Party shall be funded only for its tasks carried out in accordance with the

Consortium Plan.

7.2.2 Justifying Costs

In accordance with its own usual accounting and management principles and practices, each Party shall be solely responsible for justifying its costs as well as the costs of the Third Party Linked to a Beneficiary it may represent according to Special

Clause 10 of the Grant Agreement, with respect to the Project towards the European

Commission. Neither the Project Coordinator nor any of the other Parties shall be in any way liable or responsible for such justification of costs towards the European

Commission.

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A Party which spends less than its allocated share of the Consortium Budget will be funded in accordance with its actual duly justified eligible costs only.

A Party that spends more than its allocated share of the Consortium Budget will be funded only in respect of duly justified eligible costs up to an amount not exceeding that share.

7.2.4 Financial Consequences for a leaving Party

A Party leaving the Consortium shall refund all advances paid to it except the amount of expended eligible costs accepted by the European Commission.

Furthermore a Defaulting Party shall, within the limits specified in Article 5.2 of this

Consortium Agreement, bear any additional costs occurring to the other Parties as result of the default.

7.3 Budgeting

All resources made available for the Project shall be valued in accordance with the usual accounting and management principles and practices of the respective Parties and shall be budgeted.

7.3.1 Budgeted costs eligible for 100% reimbursement

These costs shall be budgeted in the Consortium Budget in the following order of priority:

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banking and transaction costs related to the handling of any financial resources made available for the Project by the Coordinator reasonable costs of Parties related to o the delivery of certification of financial statements according to the Grant

Agreement o the certification of the financial/administrative methodology, unless the methodology has already been used by the Beneficiary in a previous Grant

Agreement and has not changed (Grant Agreement Article II.4.4 and II.14.1) and/or

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SUBJECT TO CONTRACT o the certificate on personnel average costs (unless a Certificate on the

Methodology is provided). costs related to calls for new Beneficiaries costs related to updating this Agreement management costs of the Coordinator intellectual property protection costs costs for publications costs for the tasks of chairmen

any other costs eligible for 100% reimbursement

7.3.2 Budgeting of coordination costs

Costs of coordination of research which are not allowed as management costs according to Annex II of the Grant Agreement (Grant Agreement Article II.16.5) have to be budgeted separately.

7.4 Payments

Payments to Parties are the exclusive tasks of the Coordinator.

In particular, the Coordinator shall:

notify the Party concerned promptly of the date and composition of the amount transferred to its bank account, giving the relevant references

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perform diligently its tasks in the proper administration of any funds and in maintaining financial accounts undertake to keep the Community contribution to the Project separated from its normal business accounts, its own assets and property, except if the Coordinator is a Public Body or is not entitled to do so due to statutory legislation.

All payments shall be made without undue delay by the Coordinator after receipt of funds from the European Commission in accordance with the accepted decisions of the Governing Board on the Consortium Budget, which includes the payment schedule.

Payments to Parties will be handled according to the following two kinds of modalities:

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SUBJECT TO CONTRACT payments for past performance approved by the European Commission will be compared with the advance payment given to a Party for such past performance; the difference will be balanced directly with the Party concerned. financing in respect of future work included in the Consortium Plan, which may be forwarded to Parties in separate instalments.

The Coordinator is entitled to withhold any advances either due to a Defaulting Party or to a Beneficiary not being a Party.

The Coordinator is entitled to recover any advances already paid to a Defaulting Party.

Section 8: Foreground

Regarding Foreground, Grant Agreement Article II.26. - Article II.29. shall apply with the following additions:

A Third Party Linked to a Beneficiary and a Signatory Party have the same rights regarding the ownership of Foreground.

8.1 Joint ownership

If, in the course of carrying out work on the Project, a joint invention, design or work is made - and more than one Party is contributor to it - and if the features of such joint invention design or work are such that it is not possible to separate them for the purpose of applying for, obtaining and/or maintaining the relevant patent protection or any other Intellectual Property Right, the owning Parties agree that they may jointly apply to obtain and/or maintain the relevant right. Joint ownership shall be established by the Governing Board in collaboration with the owning Parties and their legal and/or technology transfer advisors

In case of joint ownership of Foreground each of the joint owners undertake to negotiate and sign an agreement which shall establish the terms and conditions of such ownership; in the mean time and until this agreement enters into force, each of the joint owners shall be entitled to use the joint Foreground as it sees fit, and to grant non-exclusive licenses to third parties, without any right to sub-license, subject to the following conditions: at least 45 days prior notice must be given to the other joint owner(s); and fair and reasonable compensation must be provided to the other joint owner(s).

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The joint owners shall agree on all protection measures and the division of related cost in advance.

8.2 Transfer of Foreground

Each Party may transfer ownership of its own Foreground following the procedures of the Grant Agreement Article II 27.

The transferring Party shall, however, notify the other Parties of such transfer, except for transfers to a third party identified in accordance with the Grant Agreement,

Article II.27.2 and listed in Attachment 7 to this Consortium Agreement, and shall ensure that the rights of the other Parties will not be affected by such transfer.

Any addition to Attachment (6) after signature of this Agreement requires a decision of the Governing Board.

The Parties recognize that in the framework of a merger or an acquisition of an important part of its assets, a Party may be subject to confidentiality obligations which prevent it from giving the full 45 days prior notice foreseen in Grant Agreement Article II

27.2.

8.3 Dissemination

8.3.1 Publication

Dissemination activities including but not restricted to publications and presentations shall be governed by Article II.30 of the Grant Agreement.

The Party objecting a publication has to show that its legitimate interests will suffer disproportionately great harm and shall include a request for necessary modifications.

A copy of any proposed publication in connection with or relating to the Project shall be sent to the Coordinator and to the Parties at the earliest time possible. Any of the

Parties may object to the publication within 30 days after receipt of a copy of the proposed publication on any of the following grounds: (i) that they consider that the protection of the objecting Party's Foreground would be adversely affected by the proposed publication, (ii) that the proposed publication includes Confidential

Information of the objecting Party, or (iii) the publication of such information would be contrary to the legitimate interests of the objecting Party. The Coordinator has to be informed on any objection. The proposed publication shall not take place until the expiry of the above period of 30 days. In the absence of any objection within the above

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SUBJECT TO CONTRACT mentioned period, it is deemed that the Parties agree to the proposed publication.

In the event that an objection is raised on any of the above defined grounds in due time, the Party proposing the publication and the Party objecting shall seek in good faith to agree a solution on a timely basis.

If a dispute regarding a publication cannot be settled amicably within two (2) calendar months the Coordination Committee shall decide the issue. However, none of the

Parties concerned may withhold its consent to publication upon the expiry of a period of four (4) calendar months following the first submission of the proposed publication.

8.3.2 Publication of another Party’s Foreground or Background

For the avoidance of doubt, a Party may not publish Foreground or Background of another Party, even if such Foreground or Background is amalgamated with the Party’s

Foreground, without the other Party’s prior written approval.

8.3.3 Cooperation obligations

The Parties undertake to cooperate to allow the timely submission, examination, publication and defence of any dissertation or thesis for a degree which includes their

Foreground or Background. However, confidentiality and publication clauses have to be respected.

Where a person carrying out work on the Project on behalf of a Party (the "Relevant

Party") needs to include Background or Foreground of another Party in a publication to qualify for a degree, dissertation or thesis, approval for Use shall be obtained from the appropriate Party owning such rights or affected by the Use in accordance with the provisions of Article 8.3.1 above, such approval not to be unreasonably withheld.

To ensure that the planned date of publication can be met the approval of the relevant parties shall be sought at least three months before the latest date on which (pursuant to the qualification procedures) the contents of the planned publication can be altered. If the publication to qualify for a degree is bound to a time limit in accordance with the Party's qualification procedure, it is understood that this time limit will not be exceeded by any restrictions in this Section 8.3.3.

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The Parties agree to cooperate to allow the timely submission, examination, publication and defence of any dissertation or thesis for a degree, which includes their

Foreground and/or Background.

The Parties undertake to cooperate to resolve disputes as to the contents of such publication in order to ensure timely release of the publication, in any event within 90 days of first notification that a publication will be made.

Nothing in this Agreement (including, without limitation, this Section 8.3.3) shall prevent or delay:

(a) a publication to qualify for a degree if the dissertation or thesis includes only incidental or minor elements of Foreground of another Party, provided always that the intention to publish such dissertation or thesis has been notified to the other

Party(ies) owning such Foreground in writing and promptly as soon as such intention is foreseen.

(b) a student of a Party submitting a publication to qualify for a degree containing all or any part of the Foreground of another Party for assessment or examination in accordance with this Section 8.3.3. Such a publication to qualify for a degree may be examined by examiners appointed by the Party whose student wishes to submit a publication for a degree in accordance with applicable national regulations and laws, especially with a view to confidentiality.

8.3.4 Use of names, logos or trademarks

Nothing in this Consortium Agreement shall be construed as conferring rights to use in advertising, publicity or otherwise the name of the Parties or any of their logos or trademarks without their prior written approval.

Section 9: Access Rights

9.1 Background covered

The Parties shall identify in the Attachment 1 the Background to which they are ready to grant Access Rights, subject to the provisions of this Consortium Agreement and the Grant Agreement. Such identification may be done by e.g.

naming a specific department of a Party

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SUBJECT TO CONTRACT

and/or by subject matter.

The owning Party may add further Background to Attachment 1 during the Project by written notice.

However, only the Governing Board can permit a Party to withdraw any of its

Background from Attachment 1.

The Parties agree that all Background not listed in Attachment 1 shall be explicitly excluded from Access Rights. They agree, however, to negotiate in good faith additions to Attachment 1 if a Party asks them to do so and those are needed.

For the avoidance of doubt, the owner is under no obligation to agree to additions of his Background to Attachment 1.

In addition, if a Party wishes to exclude specific Background, it shall list such

Background in the Attachment 2.

The owning Party may withdraw any of its Background from Attachment 2 during the

Project by written notice to the Coordinator.

However, only the Governing Board can permit a Party to add Background to

Attachment 2.

If a new party joins the Project, the Parties will be entitled to revise their respective

Background as set out in Attachments 1 and 2.

9.2 General Principles

Each Party shall implement its tasks in accordance with the Consortium Plan and shall bear sole responsibility for ensuring that its acts within the Project do not knowingly infringe third party property rights.

As provided in the Grant Agreement Article II.32.3, the Parties shall inform the

Consortium as soon as possible of any limitation to the granting of Access Rights to

Background or of any other restriction which might substantially affect the granting of

Access Rights, e.g. the use of open source code software in the Project.

The Governing Board shall evaluate the impact of any such restrictions on the work carried out by the Party(ies) concerned and shall decide on any appropriate measures in the light of such evaluation, including an amendment to the Consortium Plan. Each

Party shall take appropriate measures to ensure that it can grant Access Rights and fulfil its obligations under the Grant Agreement and this Consortium Agreement

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SUBJECT TO CONTRACT notwithstanding any rights of its employees or any person that engages to perform a part of its Work-Package.

Access Rights shall be requested in writing. Any Access Rights granted expressly exclude any rights to sublicense unless expressly stated otherwise.

Access Rights shall be free of any administrative transfer costs.

Access Rights are granted on a non-exclusive basis, if not otherwise agreed in writing by all the Parties according to the Grant Agreement Article II.32.7.

Foreground and Background shall be used only for the purposes for which Access

Rights to it have been granted.

All Access Rights shall be granted upon written request, specifying the need and scope for Access Rights to such Foreground or Background.

The granting of Access Rights may be made conditional on the acceptance of specific conditions aimed at ensuring that these rights will be used only for the intended purpose and that appropriate confidentiality obligations are in place.

The requesting Party must show that the Access Rights are Needed.

9.3 Access Rights for implementation

Access Rights to Foreground and Background Needed for the execution of the own work of a Party under the Project shall be granted in writing on a royalty-free basis, unless otherwise agreed in Attachment 1. The Parties may in their entries of Attachment 1

(positive list) detail access conditions for specific Background listed (e.g. upon royalties).

9.4 Access Rights for Use

Access Rights to Foreground if Needed for Use of a Party's own Foreground including for third-party research shall be granted on fair and reasonable conditions in a written bilateral agreement.

A third party shall not be granted direct Access to Foreground generated by other

Parties unless those Parties explicitly agree to it.

Access rights for internal research and teaching activities shall be granted on a royalty-free basis.

Access Rights to Background if Needed for Use of a Party's own Foreground shall be granted on fair and reasonable conditions in a written bilateral agreement.

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9.5 Access Rights for Affiliated Entities

Affiliated Entities have Access Rights under the conditions of the Grant Agreement

Article II.34.3, and they are listed in Attachment 4 (Listed Affiliated Entities) to this

Consortium Agreement.

In addition, Affiliate Entities shall enjoy Access Rights if they can show that: a) and they hold a license on Foreground developed by a Party they are affiliated to; b) they Need Access Rights in order to Use such Foreground; and c) they are established in a Member State or an Associated Country.

Such Access Rights to Affiliated Entities shall be granted on fair and reasonable conditions and upon written bilateral agreement.

Affiliated Entities which obtain Access Rights in return grant Access Rights to all

Parties and fulfil all confidentiality and other obligations accepted by the Parties under the Grant Agreement or this Consortium Agreement as if such Affiliated Entities were

Parties.

Access Rights may be refused to Affiliate Entities if such granting is contrary to the legitimate interests of the Party which owns the Background or the Foreground.

If an Affiliated Entity fails in any material respect to comply with the undertaking given by it as above, and fails to rectify the non-compliance after being given a reasonable opportunity to do so, all Access Rights granted to it based upon that undertaking shall terminate

Access Rights granted to any Affiliated Entity are subject to the continuation of the

Access Rights of the Party to which it is affiliated, and shall automatically terminate upon termination of the Access Rights granted to such Party.

Upon cessation of the status as an Affiliated Entity, any Access Rights granted to such former Affiliated Entity shall lapse.

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Further arrangements with Affiliated Entities may be negotiated in separate agreements.

Access Rights granted by Affiliates shall continue for as long as other Parties Need them.

9.6 Additional Access Rights

For the avoidance of doubt any grant of Access Rights not covered by this Consortium

Agreement shall be at the absolute discretion of the owning Party and subject to such terms and conditions as may be agreed between the owning and receiving Parties.

9.7 Access Rights for Parties entering or leaving the Consortium

9.7.1 New Parties entering the Consortium

All Foreground developed before the accession of the new Party shall be considered to be Background with regard to said new Party.

9.7.2 Parties leaving the Consortium

9.7.2.1 Access Rights granted to a leaving Party

9.7.2.1.1 Defaulting Party

Access Rights granted to a Defaulting Party and such Party's right to request Access

Rights shall cease immediately upon receipt by the Defaulting Party of the formal notice of the decision of the Governing Board to terminate its participation in the

Consortium.

9.7.2.1.2 Non-defaulting Party

Any non-defaulting Party who voluntarily withdraws from the Consortium (“the

Withdrawing Party”): shall keep Access Rights to the Background and to the Foreground of the other Parties

(in the state existing on the date of withdrawal), provided that: such Access Rights are Needed for the Use of the Foreground of which it is the owner or co-owner, and the said Access Rights are requested up to one year from the date of its withdrawal. shall keep its entitlement to royalties generated by the use by the other Parties or third parties of the Foreground produced within the Project of which it is the owner or

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SUBJECT TO CONTRACT co-owner. Royalties will be calculated proportionally to its co-ownership share, or pursuant to the co-ownership agreement(s) or licence(s) to be agreed upon prior to the Withdrawing Party’s withdrawal or the commercial exploitation of Foreground, whichever occurs first.

9.7.2.2 Access Rights to be granted by any Withdrawing Party to the other Parties

In the event that a Withdrawing Party voluntarily leaves the Consortium, the other

Parties:

Shall keep Access Rights to the Background and Foreground (in the state existing on the date of withdrawal) of the Withdrawing Party provided that: is Needed for the implementation of the Project or/and the use of the Foreground of which they are the owners or co-owners, and such Access Rights are requested up to one year from the date of its withdrawal.

Shall keep their entitlement to royalties generated by the use by the Withdrawing Party or third parties of the Foreground produced within the Project of which such other

Parties are owners or co-owners. Royalties will be calculated proportionally to their co-ownership share, or pursuant to the co-ownership agreement(s) or licence(s) to be agreed upon prior to the Withdrawing Party’s withdrawal or the commercial exploitation of Foreground, whichever occurs first.

9.8 Specific Provisions for Access Rights to Software

For the avoidance of doubt, the general provisions for Access Rights provided for in this Section 9 are applicable also to Software.

Parties’ Access Rights to Software do not include any right to receive source code or object code ported to a certain hardware platform or any right to receive respective

Software documentation in any particular form or detail, but only as available from the

Party granting the Access Rights.

Section 10: Non-disclosure of information

All information in whatever form or mode of transmission, which is disclosed by a

Party (the “Disclosing Party”) to any other Party (the “Recipient”) in connection with the

Project during its implementation and which has been explicitly marked as

“confidential”, or when disclosed orally, has been identified as confidential at the time of disclosure and has been confirmed and designated in writing within 15 days at the

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SUBJECT TO CONTRACT latest as confidential information by the Disclosing Party, is “Confidential

Information”.

The Recipients hereby undertake in addition and without prejudice to any commitment of non-disclosure under the Grant Agreement, for a period of 5 years after the end of the Project:

-

-

-

not to use Confidential Information otherwise than for the purpose for which it was disclosed; not to disclose Confidential Information to any third party without the prior written consent by the Disclosing Party; to ensure that internal distribution of Confidential Information by a Recipient shall take place on a strict need-to-know basis; and to return to the Disclosing Party on demand all Confidential Information which has been supplied to or acquired by the Recipients including all copies thereof and to delete all information stored in a machine readable form. If needed for the recording of ongoing obligations, the Recipients may however request to keep a copy for archival purposes only.

The Recipients shall be responsible for the fulfilment of the above obligations on the part of their employees and shall ensure that their employees remain so obliged, as far as legally possible, during and after the end of the Project and/or after the termination of employment.

The above shall not apply for disclosure or use of Confidential Information, if and in so far as the Recipient can show that:

-

-

the Confidential Information becomes publicly available by means other than a breach of the Recipient’s confidentiality obligations; the Disclosing Party subsequently informs the Recipient that the Confidential

Information is no longer confidential; the Confidential Information is communicated to the Recipient without any obligation of confidence by a third party who is in lawful possession thereof and under no obligation of confidence to the Disclosing Party;

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-


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SUBJECT TO CONTRACT the disclosure or communication of the Confidential Information is foreseen by provisions of the Grant Agreement;

-

the Confidential Information, at any time, was developed by the Recipient completely independently of any such disclosure by the Disclosing Party; or the Confidential Information was already known to the Recipient prior to disclosure.

The Recipient shall apply the same degree of care with regard to the Confidential

Information disclosed within the scope of the Project as with its own confidential and/or proprietary information, but in no case less than reasonable care.

Each Party shall promptly advise the other Party in writing of any unauthorised disclosure, misappropriation or misuse by any person of Confidential Information as soon as practicable after it becomes aware of such unauthorised disclosure, misappropriation or misuse.

If any Party becomes aware that it will be required, or is likely to be required, to disclose Confidential Information in order to comply with applicable laws or regulations or with a court or administrative order, it shall, to the extent it is lawfully able to do so, prior to any such disclosure notify the Disclosing Party, and comply with the Disclosing Party’s reasonable instructions to protect the confidentiality of the information.

The confidentiality obligations under this Consortium Agreement and the Grant

Agreement shall not prevent the communication of Confidential Information to the

European Commission.

The Parties shall impose the same obligations on their Affiliates, subcontractors and third parties as defined in Article 4.3.

Section 11: Miscellaneous

11.1 Attachments, inconsistencies and severability

This Consortium Agreement consists of this body text and

Attachment 1 (Background included)

Attachment 2 (Background excluded)

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Attachment 3 (Accession document)

Attachment 4 (Listed Affiliated Entities)

Attachment 5 (initial list of members and other contact persons)

Attachment 6 (Optional template for Agreement for the Transfer of Material)

Attachment 7 (List of Third Parties to which transfers of Foreground is possible without giving notice)

In case this Consortium Agreement is in conflict with the Grant Agreement, the terms of the latter shall prevail. In case of conflicts between the appendices and the body text of this Consortium Agreement, the latter shall prevail.

Should any provision of this Consortium Agreement become invalid, illegal or unenforceable, it shall not affect the validity of the remaining provisions of this

Consortium Agreement. In such a case, the Parties concerned shall be entitled to request that a valid and practicable provision be negotiated which fulfils the purpose of the original provision.

11.2 No representation, partnership or agency

The Parties shall not be entitled to act or to make legally binding declarations on behalf of any other Party. Nothing in this Consortium Agreement shall be deemed to constitute a joint venture, agency, partnership, interest grouping or any other kind of formal business grouping or entity between the Parties.

11.3 Notices and other communication

Any notice to be given under this Consortium Agreement shall be in writing to the addresses and recipients as listed in the most current address list kept by the

Coordinator based on the initial list of members and other contact persons in

Attachment 5.

Formal notices:

If it is required in this Consortium Agreement (Article. 9.7.2.1.1 and 11.4) that a formal notice, consent or approval shall be given, such notice shall be signed by an authorised representative of a Party and shall either be served personally or sent by mail with recorded delivery or telefax with receipt acknowledgement.

Other communication:

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Other communication between the Parties may also be effected by other means such as e-mail with acknowledgement of receipt (e.g. Minutes).

Any change of persons or contact details shall be notified immediately by the respective

Party to the Coordinator. The address list shall be accessible to all concerned.

11.4 Assignment and amendments

No rights or obligations of the Parties arising from this Consortium Agreement may be assigned or transferred, in whole or in part, to any third party without the other

Parties’ prior formal approval, except for those third parties specifically listed in

Attachment 7.

Amendments and modifications to the text of this Consortium Agreement not explicitly listed in [Article 6.3.1.2] require a separate agreement between all Parties.

11.5 Mandatory statutory law

Nothing in this Consortium Agreement shall be deemed to require a Party to breach any mandatory statutory law under which the Party is operating.

11.6 Language

This Consortium Agreement is drawn up in English, which language shall govern all documents, notices, meetings and processes relative thereto.

11.7 Applicable law

This Consortium Agreement and all clauses in the Grant Agreement affecting the rights and obligations between the Parties shall be construed in accordance with and governed by the laws of Belgium.

11.8 Settlement of disputes

The Parties agree that all disputes arising out of or in connection with this Consortium

Agreement, which cannot be solved amicably, shall first be submitted by the Parties concerned to a Panel which shall be composed by a number of Parties to be agreed by the Governing Board on a case by case basis. The Panel shall issue a final decision within three (3) months from the date on which the dispute was referred to it. The parties involved in the dispute shall refrain from participating in such final decision.

Should the concerned Parties disagree with the final decision of the Panel, the dispute

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SUBJECT TO CONTRACT shall be finally settled under the Rules of Arbitration of the International Chamber of

Commerce by one or more arbitrators appointed in accordance with the said Rules.

The place of arbitration shall be Brussels if not otherwise agreed by the conflicting

Parties.

The award of the arbitration will be final and binding upon the Parties.

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Section 12: Signatures


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SUBJECT TO CONTRACT

AS WITNESS:

The Parties have caused this Consortium Agreement to be duly signed by the undersigned authorised representatives on separate signature pages on the day and year first above written.

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EUROnu Consortium Agreement

THE SCIENCE AND TECHNOLOGY FACILITIES COUNCIL

Signature:

Name: Tony Wells

Title: Senior Sales Contracts Manager

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COMMISSARIAT A L’ÉNERGIE ATOMIQUE

Signature:

Name: Yves Caristan

Title: Director of DSM

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EUROPEAN ORGANISATION FOR NUCLEAR RESEARCH

Signature:

Name: Robert Aymar

Title: Director General

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UNIVERSITY OF GLASGOW

Signature:

Name: Joe Galloway

Title: Contracts Manager

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IMPERIAL COLLEGE OF SCIENCE, TECHNOLOGY AND MEDICINE

Signature:

Name: Carole Meads

Title: Senior Negotiator, European Policy

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CONSEJO SUPERIOR DE INVESTIGACIONES CIENTIFICAS

Signature:

Name: José Juan Sánchez Serrano

Title: Vice-President for International Affairs

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CENTRE NATIONAL DE LA RECHERCHE SCIENTIFIQUE

Signature:

Name: Michel Spiro

Title: Director of IN2P3

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CRACOW UNIVERSITY OF TECHNOLOGY

Signature:

Name: Professor Jan Kazior

Title: Vice-Rector for Research and Science

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UNIVERSITY OF DURHAM

Signature:

Name: Paulina Lubacz

Title: Treasurer

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INSTITUTO NAZIONALE DI FISCIA NUCLEARE

Signature:

Name: Roberto Petronzio

Title: President

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MAX-PLANCK-GESELLSCHAFT ZUR FORDERUNG DER WISSENSCHAFTEN e.V.

Signature:

Name: Günter Sparn

Title: Representative of the Board of Directors

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THE CHANCELLOR, MASTERS AND SCHOLARS OF THE UNIVERSITY OF OXFORD

Signature:

Name: Dr Phil Clare

Title: Associate Director, Research Services

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SOFIA UNIVERSITY ST.KLIMENT OHRIDSKI

Signature:

Name: Professor Nedyu Popivanov

Title: Vice-Rector , Research and International Projects

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UNIVERSITY OF WARWICK

Signature:

Name: Peter Hedges

Title: Director Research Support Services

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UNIVERSITE CATHOLIQUE DE LOUVAIN

Signature:

Name: Bernard Coulie

Title: Rector

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Attachment 1: Background included

Access Rights to Background made available to the Parties:

This represents the status at the time of signature of this Consortium Agreement.



CEA hereby grants Access Right only to Background which has been accumulated within and/or developed by the IRFU of the CEA (Institut de recherche sur les lois fondamentales de l’univers) which is directly involved in carrying out the Project.





The following background as described in the following articles, conference presentations and journal publications will be brought to the project. At this moment of time all other background is excluded, however this will be updated as the project develops.

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SUBJECT TO CONTRACT a) Beta-beams

J.Burguet-Castell, et al, “Neutrino oscillation physics with a higher gamma beta-beam”, Nucl. Phys. B 695 (2004) 217 [arXiv:hep-ph/0312068].

J.Burguet-Castell, et al, “Optimal beta-beam at the CERN-SPS”, Nucl. Phys. B {725}

(2005) 306[arXiv:hep-ph/0503021].

A.Donini and E.Fernandez-Martinez, “Alternating ions in a beta-beam to solve degeneracies”, Phys. Lett. B 641 (2006) 432[arXiv:hep-ph/0603261].

A.Donini, et al, “A beta beam complex based on the machine upgrades of the LHC”,

Eur. Phys. J. C 48 (2006) 787 [arXiv:hep-ph/0604229].

P.Coloma, A.Donini, E.Fernandez-Martinez and J.Lopez-Pavon, “$\theta_{13}$,

$\delta$ and the neutrino mass hierarchy at a $\gamma=350$ double baseline Li/B

$\beta$-Beam”, JHEP {\bf 0805} (2008) 050 [arXiv:0712.0796 [hep-ph]].

A.Donini, et al, “Determining the hierarchy of neutrino masses with high density magnetized detectors at the Beta Beams”, AIP Conf. Proc. 981 (2008) 181. b) Physics and performance evaluation group.

A.Blondel, et al, ‘Future neutrino oscillation facilities’, Acta Phys. Polon. B 37 (2006)

2077 [arXiv:hep-ph/0606111].

A.Bandyopadhyay, et al. [ISS Physics Working Group], ”Physics at a future Neutrino

Factory and super-beam facility”, arXiv:0710.4947 [hep-ph].

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SUBJECT TO CONTRACT c) Summary of Physics Working Group , Nufact07

P.Hernandez, C.W. Walter and O.Yasuda, “Summary of working group one”, AIP Conf.

Proc. 981 (2008) 135. d) Synergies betweeen atmospheric and long-baseline experiments

M.Maltoni, “Prospects and synergies between future atmospheric and long-baseline

Experiments”, arXiv:0810.1440 [hep-ph]. e) MIND Detector performance

A. Cervera-Villanueva, ”MIND performance and prototyping”, AIP Conf. Proc. 981

(2008) 178.

A. Cervera-Villanueva, “ISS/IDS detector study”, AIP Conf. Proc. 981 (2008) 51.

T. Abe et al. [ISS Detector Working Group], “Detectors and flux instrumentation for future neutrino facilities”, arXiv:0712.4129 [physics.ins-det]. f) Review of Neutrino Masses and Mixings

M.C.Gonzalez-Garcia and M.Maltoni, “Phenomenology with Massive Neutrinos”, Phys.

Rept. 460 (2008) 1 [arXiv:0704.1800 [hep-ph]].

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SUBJECT TO CONTRACT


The CNRS is ready to grant access rights in all cases not listed in Attachment 2, upon written request.



The following background as described in the following articles, conference presentations and journal publications will be bought to the project. At this moment in time all other background is excluded, however this will be updated as the project develops. a) “The low-energy neutrino factory”, Alan Bross, Malcolm Ellis, Steve Geer, Olga

Mena, Silvia Pascoli. 2008. 3pp. Published in AIP Conf.Proc.981:187-189,2008. b) “An Intermediate gamma beta-beam neutrino experiment with long baseline”,

Davide Meloni, Olga Mena, Christopher Orme, Sergio Palomares-Ruiz, Silvia Pascoli.

RM3-TH-08-4, ROMA-TH-1465, IPPP-07-100, DCPT-07-200, Feb 2008. 22pp. e-Print: arXiv:0802.0255 [hep-ph]. In publication in JHEP. c) “Physics and performance evaluation group”, Andrea Donini, Patrick Huber, Silvia

Pascoli, Walter Winter, Osamu Yasuda. IPPP-07-95, DCPT-07-190, Dec 2007. 3pp.

Plenary talk at 9th International Workshop on Neutrino Factories, Superbeams and

Betabeams (NuFact07), Okayama, Japan, 6-11 Aug 2007. Published in AIP

Conf.Proc.981:43-45, 2008. e-Print: arXiv:0712.0909 [hep-ph]. d) “A Neutrino factory for both large and small theta(13)”, Alan D. Bross, Malcolm Ellis,

Steve Geer, Olga Mena, Silvia Pascoli. IPPP-07-60, DCPT-07-120,

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FERMILAB-PUB-07-480-E, Sep 2007. 16pp. Published in Phys.Rev.D77:093012,2008. e-Print: arXiv:0709.3889 [hep-ph]. e) “Reconstructing WIMP properties with neutrino detectors”, Olga Mena, Sergio

Palomares-Ruiz, Silvia Pascoli. IPPP-07-34, DCPT-07-68, Jun 2007. 4pp. Published in Phys.Lett.B664:92-96,2008. e-Print: arXiv:0706.3909 [hep-ph]. f) “A Low energy neutrino factory for large theta(13)”, Steve Geer, Olga Mena, Silvia

Pascoli. IPPP-06-85, DCPT-06-170, FERMILAB-PUB-07-021-E, ROMA-TH-1443, Jan

2007. 15pp. Published in Phys.Rev.D75:093001,2007. e-Print: hep-ph/0701258.




Sofia University grants Access Rights to Background Knowledge generated by the members of the research group of Roumen Tsenov, Department of Atomic Physics, who are directly involved in carrying out the Project.



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Attachment 2: Background excluded from Access Rights:

This represents the status at the time of signature of this Consortium Agreement.



CEA

excludes from its obligation to grant Access Rights: any Background of CEA which is not explicitly listed in Attachment 1 of this

Consortium Agreement,



any information which is developed by the IRFU, during the term of the Project, outside the scope of it,



any Background which is covered by specific written research or development agreements with third parties for which CEA, due to third party rights, is not able to grant Access Rights to or from whom CEA needs to get permission to grant Access Rights to.





At this moment in time all Background other than the listed in Attachment 1 is excluded; however this will be updated as the project develops.

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The CNRS excludes access to all Background that has not been developed or is not owned by its teams working on the thematics of EUROnu in IPHC, APC, and LPSC, unless especially agreed by CNRS in a separate agreement. The CNRS also excludes the Background developed in collaboration with industrial partners, unless especially agreed by CNRS in a separate agreement.

The CNRS excludes access to Background concerning the techniques (and their adaptation) used to generate magnetic fields convenient to Electron Cyclotron

Resonance Ion Sources design and manufacturing.

The CNRS excludes access to Background concerning the coupling of microwaves to an Electron Cyclotron Resonance ion source for H.F. frequencies higher than 30 GHz.



At this moment in time all Background other than the listed in Attachment 1 is excluded; however this will be updated as the project develops.



THE CHANCELLOR, MASTERS AND SCHOLARS OF THE UNIVERSITY OF OXFORD

The University of Oxford hereby excludes from its obligation to grant Access Rights to

Background Knowledge all Background generated by the University other than that

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SUBJECT TO CONTRACT generated by the members of the research group of John Cobb, Department of Particle

Physics, who are directly involved in carrying out the Project.

The University of Oxford also hereby excludes specifically from its obligation to grant

Access Rights to Background to the following

Background:

(a) All data, materials, methodologies and know-how not generated through the direct participation in the Project or which the University of Oxford is not free to provide.

(b) Databases and software not generated through the direct participation in the Project or which the University of Oxford is not free to provide.

(c) All Background resulting from research carried out by Mr Cobb and his team, which was funded in full or in part by industrial, charitable, military or government sponsors.

The University of Oxford also hereby excludes from its obligation to grant Access Rights to Background all Background that has been and/or will be derived outside the Project which the University of Oxford due to third party rights are not able to grant Access

Rights to or for which the University of Oxford needs to get permission to grant Access

Rights.




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Attachment 3: Accession document

ACCESSION of a new Party to

[Acronym of the Project] Consortium Agreement, version […, YYYY-MM-DD]

[OFFICIAL NAME OF THE NEW PARTY AS IDENTIFIED IN THE GRANT AGREEMENT] hereby consents to become a Party to the Consortium Agreement identified above and accepts all the rights and obligations of a Party starting [date].

[OFFICIAL NAME OF THE COORDINATOR AS IDENTIFIED IN THE GRANT AGREEMENT] hereby certifies that the Consortium has accepted in the meeting held on [date] the accession of [the name of the new Party] to the Consortium starting [date].

This Accession document has been done in 2 originals to be duly signed by the undersigned authorised representatives.

[Date and Place]

[INSERT NAME OF THE NEW PARTY]

Signature(s)

Name(s)

Title(s)

[Date and Place]

[INSERT NAME OF THE COORDINATOR]

Signature(s)

Name(s)

Title(s)

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Attachment 4: Listed Affiliated Entities

Imperial Innovations Limited

Registered N° 2060639

12th Floor, Electrical & Electronic Engineering, Imperial College London, London SW7

2AZ; http://www.imperialinnovations.co.uk/

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Attachment 5: Initial list of members and other contact persons

Recipients for Notices

Recipients for Notices in Accordance with Section 11 of this

Consortium Agreement

.


Contractual matters

Name: Tony Wells

Title: Senior Sales Contracts Manager

Address: Rutherford Appleton Laboratory, Harwell Science and Innovation Campus,

Didcot OX11 0QX UK

Fax: +44 1235 445660

Email: Tony.Wells@stfc.ac.uk

Technical issues

Name: Rob Edgecock

Title: Neutrino Factory Group Leader

Address: Rutherford Appleton Laboratory, Harwell Science and Innovation Campus,

Didcot OX11 0QX UK

Fax: +44 1235 446733

Email: R.Edgecock@rl.ac.uk

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Contractual matters

Name: Nathalie Judas

Title: Financial assistant to the head of IRFU

Address: Institut de Recherches sur les Lois Fondamentales de L'Univers, CEA/Saclay, Gif sur Yvette, 91191, France

Fax: +33 1 69087401

Email: Nathalie.Judas@cea.fr

Technical issues

Name: Marco Zito

Title: Staff Physicist

Address: Institut de Recherches sur les Lois Fondamentales de L'Univers, CEA/Saclay, Gif sur Yvette, 91191, France

Fax: +33 1 69086428

Email: marco.zito@cea.fr

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Contractual matters

Name: Mats Lindroos

Title: Staff

Address: European Organisation for Nuclear Research, Route de Meyrin, CH-1211

Geneva 23, Switzerland

Fax : +41 22 7669737

Email: Mats.Lindroos@cern.ch

Technical issues

Name: Mats Lindroos

Title: Staff

Address: European Organisation for Nuclear Research, Route de Meyrin, CH-1211

Geneva 23, Switzerland

Fax: +41 22 7669737

Email: Mats.Lindroos@cern.ch

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Contractual matters

Name: Joe Galloway

Title: Contracts Manager

Address: University of Glasgow, University Avenue, Glasgow, G12 8QQ, UK

Fax: +44 141 3305611

Email: j.galloway@enterprise.gla.ac.uk

Technical issues

Name: Paul Soler

Title: Reader in Physics

Address: Department of Physics and Astronomy, Kelvin Building, Glasgow, G12 8QQ, UK

Fax: +44 141 3305881

Email: p.soler@physics.gla.ac.uk

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Contractual matters

Name: Carole Meads

Title: Senior Negotiator, European Policy

Address: Imperial College of Science, Technology and Medicine, Research Office, Level 1

Faculty Building, South Kensington Campus, London, SW7 2AZ, UK

Fax: +44 207 5945543

Email: c.meads@imperial.ac.uk

Technical issues

Name: Juergen Pozimski

Title: Lecturer

Address: Department of Physics, Imperial College of Science, Technology and Medicine,

London, SW7 2AZ, UK

Fax: +44 207 8238830

Email: j.pozimski@imperial.ac.uk

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Contractual matters

Name: José Juan Sánchez Serrano

Title: Vice-President for International Affairs

Address: Consejo Superior de Investigaciones Científicas, Calle Serrano 117, Madrid,

28006, Spain

Fax: +34 91 5855119

Email: vri@csic.es

Technical issues

Name: Pilar Herandez

Title: Associate Professor

Address: IFIC – Universidad de Valencia, Edificio Institutos de Investigación, Apartado

Correos 22085, Valencia, 46071, Spain

Fax: +34 96 3543488

Email: Pilar.Hernandez@ific.uv.es

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Contractual matters

Name: Cedric Bosaro

Title: Manager of European Projects

Address: CNRS, 3 Rue Michel-Ange, Paris, 75794, France

Fax: +33 1 44964914

Email: cbosaro@admin.in2p3.fr

Technical issues

Name: Marcos Dracos

Title: Director of Research

Address: IPHC-IN2P3/CNRS, Rue du Loess, Strasbourg, 67037, France

Fax: +33 38 8106234

Email: Marcos.Dracos@ires.in2p3.fr

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Contractual matters

Name: Malgorzata Kurowska

Title: Finance Manager

Address: Finance Department, Politechnika Krakowska, 24 Warszawska, Krakow,

31-155, Poland

Fax: +48 12 6282003

Email: dbr@pk.edu.pl

Technical issues

Name: Piotr Cupial

Title: Assistant Professor

Address: Institute of Applied Mechanics, 37 Al. Jana Pawla II, Krakow, 31-864, Poland

Fax: +48 12 6283370

Email: cupial@mech.pk.edu.pl

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Contractual matters

Name: Paulina Lubacz

Title: Treasurer

Address: University Office, Old Elvet, Durham, DH1 3HP, UK.

Fax: +44 191 3344639

Email: research.grants@durham.ac.uk

Technical issues

Name: Silvia Pascoli

Title: Lecturer

Address: Ogden Centre for Fundamental Physics, Department of Physics, University of

Durham, Science Laboratories, South Road, Durham, DH1 3LE, UK

Fax: +44 191 33 43658

Email: silvia.pascoli@durham.ac.uk

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Contractual matters

Name: Fausta Candiglioti

Title: Senior Administrative INFN Staff

Address: INFN Napoli, Via Cinzia, Napoli, 80126, Italy

Fax: +39 081 676254

Email: fausta.candiglioti@na.infn.it

Technical issues

Name: Vittorio Palladino

Title: Scientific Associate

Address: Universita “Federico II” & INFN Napoli, Complesso Universitario,

MonteSantangelo, Via Cinzia, Napoli, 80126, Italy

Fax: +39 81 674246

Email: vittorio.palladino@na.infn.it

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Contractual matters

Name: Günter Sparn

Title: Representative of the Board of Directors

Address: Max-Planck-Institut für Kernphysik, 1 Saupfercheckweg, Heidelberg, 69117,

Germany

Fax: +49 6221 516601

Email: Guenter.Sparn@mpi-hd.mpg.de

Technical issues

Name: Manfred Lindner

Title: Director

Address: Max-Planck-Institut für Kernphysik, 1 Saupfercheckweg, Heidelberg, 69117,

Germany

Fax: +49 6221 516802

Email: lindner@mpi-hd.mpg.de

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THE CHANCELLOR, MASTERS AND SCHOLARS OF THE UNIVERSITY OF OXFORD,

Contractual matters

Name: The Director

Address: Research Services, University Offices, University of Oxford, Wellington Square,

Oxford OX1 2JD, UK

Fax: +44 1865 289801

Email: Linda.Polik@admin.ox.ac.uk

Technical issues

Name: John Cobb

Title: Reader

Address: Department of Particle Physics, University of Oxford, Denys Wilkinson Building,

Keble Road, Oxford OX1 3RH, UK

Fax: +44 1865 273418

Email: j.cobb1@physics.ox.ac.uk

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Contractual matters

Name: Vassil Kalkandzhiev

Title: Director of the Scientific Research Department

Address: Scientific Research Department, 8 Dragan Tsankov Boulevard, Sofia, 1164,

Bulgaria

Fax: +359 2 8656641

Email: info@nis.uni-sofia.bg

Technical issues

Name: Roumen Tsenov

Title: Associate Professor

Address: Department of Atomic Physics, 5 James Bourchier Boulevard, Sofia, 1164,

Bulgaria

Fax: +359 2 8622546

Email: tsenov@phys.uni-sofia.bg

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Contractual matters

Name: Peter Hedges

Title: Director of Research Support Services

Address: Research Support Services, University of Warwick, University House,

Coventry, CV4 8UW, UK

Fax: +44 24 76574458

Email: Peter.Hedges@warwick.ac.uk

Technical issues

Name: Paul Harrison

Title: Professor

Address: Department of Physics, University of Warwick, Coventry, CV4 8UW, UK

Fax: +44 24 76692016

Email: P.F.Harrison@warwick.ac.uk

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Contractual matters

Name: Thierry Delbar

Title: Professor

Address: Department of Physics, Faculty of Science, 2 Chemin du Cyclotron,

Louvain-la-Neuve, 1348, Belgium

Fax: +32 10 452183

Email: Thierry.Delbar@uclouvain.be

Technical issues

Name: Thierry Delbar

Title: Professor

Address: Department of Physics, Faculty of Science, 2 Chemin du Cyclotron,

Louvain-la-Neuve, 1348, Belgium

Fax: +32 10 452183

Email: Thierry.Delbar@uclouvain.be

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Attachment 6: Agreement for the Transfer of Material

Simple Letter Agreement for the Transfer of Materials

In response to the RECIPIENT’s request for the MATERIAL [insert description] . . .The

PROVIDER asks that the RECIPIENT and the RECIPIENT SCIENTIST agree to the following before the RECIPIENT receives the MATERIAL:

-

The above MATERIAL is the property of the PROVIDER and is made available in the frame of the [name of the Project] project.

-

-

-

-

-

-

-

THIS MATERIAL IS NOT FOR USE IN HUMAN SUBJECTS.

The MATERIAL will be used for not-for-profit research purposes only.

The MATERIAL will not be further distributed to others without the PROVIDER’s written consent. The RECIPIENT shall refer any request for the MATERIAL to the

PROVIDER. To the extent supplies are available, the PROVIDER or the PROVIDER

SCIENTIST agree to make the MATERIAL avail able, under a separate Simple Letter

Agreement to other scientists for teaching or not-for-profit research purposes only.

The RECIPIENT agrees to acknowledge the source of the MATERIAL in any publications reporting use of it.

Any MATERIAL delivered pursuant to this Agreement is understood to be experimental in nature and may have hazardous properties. THE PROVIDER MAKES

NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER

EXPRESSED OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF

THE MATERIAL WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR

OTHER PROPRIETARY RIGHTS. Unless prohibited by law, RECIPIENT assumes all liability for claims for damage against it by third parties which may arise from the use, storage or disposal of the MATERIAL except that, to the extent permitted by law, the PROVIDER shall be liable to the RECIPIENT when the damage is caused by the gross negligence or wilful misconduct of the PROVIDER.

The RECIPIENT agrees to use the MATERIAL in compliance with all applicable statutes and regulations.

The MATERIAL is provided at no cost.

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The PROVIDER, RECIPIENT and RECIPIENT SCIENTIST must sign both copies of this letter and return one signed copy to the PROVIDER. The PROVIDER will then send the MATERIAL.

PROVIDER INFORMATION and AUTHORISED SIGNATURE

Provider Scientist: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Provider Organisation: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Address: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Name of Authorised Official: . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Title of Authorised Official: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Certification of Authorised Official: This Simple Letter Agreement __has / __has not

[check one] been modified. If modified, the modifications are attached.

Signature of Authorised Official ..... and Date ...

RECIPIENT INFORMATION and AUTHORISED SIGNATURE

Provider Scientist: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Provider Organisation: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Address: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Name of Authorised Official: . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Title of Authorised Official: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Signature of Authorised Official: . . . . . . . . . . . . . . . . . . . . . . . . . .

Date: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Certification of Recipient Scientist: I have read and understood the conditions outlined in this Agreement and I agree to abide by them in the receipt and use of the MATERIAL.

Signature of Recipient Scientist ... and Date ...

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Attachment 7: LIST OF THIRD PARTIES TO WHICH A TRANSFER OF FOREGROUND IS

POSSIBLE WITHOUT GIVING NOTICE


Central Laboratory Innovation and Knowledge Transfer Limited

Rutherford Appleton Laboratory

Harwell Science and Innovation Campus, Didcot

Oxon, OX11 0QX

UK










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THE CHANCELLOR, MASTERS AND SCHOLARS OF THE UNIVERSITY OF OXFORD,

Isis Innovation Ltd.

Ewert House, Ewert Place

Summertown

Oxford OX2 7SG

United Kingdom

Tel: +44 01865 280830

Fax: +44 01865 280831

Email: innovation@isis.ox.ac.uk

URL: http://www.isis-innovation.com/

Company No 2199542

Registered Office: University Offices, Wellington Square, Oxford OX1 2JD UK




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