Datos Específicos

BETW EEN:

(i) Name of the Coordinating institution Address

(hereinafter ref erred to as t he Coordinator), and

(ii) Name of the partner institution Address,

and

(iii) Name of the p artner in stitution Address,

and

(iv) Name of the partner in stitution Address, and

(v) Name of the partner institution Address

The above ar e together herei naf ter ref erred t o as the Parties or in the singular a Part y. WHEREAS:

The Parties t o this Agreement having together expertise in the conc erned filed have submitted a propos al (the Proposal) through the Coordi nat or to the Commission of t he European C ommunities (t he Commi ssion) f or a Project entitled:

(SOCRATES/ACTION/name of the proj ect)

The Coordinator has been i nfor med by the Commission t hat the Pr opos al f or the Proj ect has been accepted, and t hat a fi nanci al Agreement has been iss ued with number (number of the Contract).

The Parties have decided t o conclude t his Cons ortium Agreement in order to define their respec tive rights and obligations with respect to the performanc e of wor k under the EC Contract , t he rec eipt of any financial contribution due fr om the EC in respect

thereof and their rights and obligations eac h t o the other. IT IS AGREED AS FOLLOW S:

Articl e 1 - Definitions

In this Agreement, capit alised t erms shall unless the cont ext ot her wis e requires have t he meaning ascribed t o them in the EU Contract ( appended heret o and l abelled Annex 1) and t he following words s hall have the f ollowi ng meanings:

1.1 Annex1, Annex 2, Annex 3, Annex 4 mean Annexes to t his Agreement. 1.2 Project s hall mean t he work programme defined in Annex hereto. 1.3 The Coordinator shall mean (nam e of the coordin ating institution).

1.4 Project Share shall mean the pr oporti on of t he tot al amount of funding rec eived from the Commission under t he Contract r ecei ved by eac h Part y as set out in the Financial Summary T able in Annex 3 to this Agreement .

1.5. Affiliated Companies, means any l egal entit y directl y or indirec tly owning, owned by or under the same ownership as a Part y for so long as such owners hip or control lasts. O wnership exists through the direct or indirect ownership or control of more than 50 % of the nominal value of the issued equit y share capital or of

similar functi ons, or the right by any ot her means to elect or appoint directors or persons perfor ming similar functi ons who have a maj ority vot e.

1.6 T hird Part y Rights, means all copyright and ot her intellect ual property rights which are not vested in the Parties.

1.7 Third Part y Per missions, means the granti ng of c ons ent from persons who own or control any Third Part y Rights.

Articl e 2 - Purpose and Scope

2.1 The Parties hereby undertake t o c ooperat e on t he conditions hereinaft er defined in or der t o execute and f ulfil the EU Contract as defined by t his Agreement and Annex 1.

2.2 The sc ope of the Project is as s et out in Annex 2 and t he perf ormance of the Proj ect s hall be s hared bet ween the Parties accordi ng to t he tas ks respecti vel y indicat ed in Annex 2.

Articl e 3 - Coordinator

3.1 It is hereby agreed that the Coor dinat or shall assume overall responsibilit y f or liaison bet ween the Parties and the Commission conc erning the Project, and f or the administration of the implementation of t he EU contract. To this ef fect t he C oordinator s hall act on behalf of the Parties and discharge such f unc tions as defined by this Agreement, the EU Contract , and from ti me to time by the general Ass embl y as defined in Article 4 of t his Agreement.

Such functions shall be li mited t o:

(a) relations hip and c orrespondenc e wit h t he Commission and third parties, includi ng without limitati on t he submission of extensions t o the EU Contrac t (if any) and t hereaft er the c oordination of f urther negotiation of the EU Contract (if required);

(b) administration, preparation of mi nut es, provision of the Chairman of the General Assembl y and follow-up of its decisions ;

(c ) super vision of progress relati ve to the ti me sc hedules as s et up by common agreement of the Parti es;

(d) collection and c ollation of the Parties’ documents and cos t statements and for wardi ng such as may be required to the Commission. The f orwar ding of c ost and ot her st atements t o t he C ommission may exclude any s uch statement not recei ved by the Coordinator from any of t he Parties in accor danc e wit h t he time- scales laid down in t he EU Contract i n order not t o delay the sai d stat ements and subsequent payments to the other Parties;

(e) transmission of any documents c onnec ted wit h t he Project between t he Parties and

from the Parties to the Commission and vice versa including without limitati on the reports required by the EU Contract to be s ubmitted to the Commission aft er t heir appr oval by t he General Assembly, t he minut es of t he meetings of the general Ass embl y for approval by t he other parties and C ommission communic ations.

Article 4 - General Assembly

4.1 The Parties s hall est ablish a G eneral Ass embl y composed of one r epres ent ati ve of eac h of them. Each r epres ent ati ve shall have one vot e. Eac h Part y shall have t he right t o replace its repres ent ati ve and/ or to appoint a proxy by inf orming t he other Partied by post, f ax or e-mail.

Each r epres ent ati ve s hall have a deput y.

giving at least 15 (fifteen) calendar days prior notice wit h the agenda. For mat ters of s ubst anc e the minutes shall be considered as accepted by t he parties if wit hin 15 days of recei pt thereof the Parties have not object ed i n writing.

4.3. The G eneral Assembly shall be i n charge of:

a) Managing the Proj ect. In this cas e decisions shall be taken by t he maj ority of the vot es of t he Parties present or represented by proxy exc ept as provided under (b) and (e) below.

b) Reviewing and/or amending the Wor k programme defined in Annex 2 toget her wit h t he alloc ation bet ween the Parti es of the f unding provi ded by t he Commission under EU Contract, and the re-allocation between the Parties at the end pf t he Pr oject of any s uch f unding whic h remains unus ed. I n this c ase decisions s hall be taken by the majorit y of 80% of t he votes of the Parties present or repres ent ed by proxy, pr oviding that any part y, the scope of whose wor k or the ti me f or performanc e of it are hereby affec ted or whose costs or liabilities are t hereby c hanged, may vet o suc h decisions .

c) Making propos als of the Parties f or the review and/or amendments of : - the terms of the EU Contract

- the c osts or time schedules under t he EU Contr act - the termi nation dat e of t he EU Contr act

- EU Contrac t amendments and extensi ons

d) Maki ng proposals t o t he Parties (other than a Defaulting Part y as hereinaft er defined) for t he ser vice of notices requiring remedy of breach and t erminating t his Agreement with res pec t to that Defaulting Part y, all in accordanc e with Article 6. 6

e) Sol ving the possible conflict bet ween the Parti es and/ or wor k pac kages at management level

In t he c ase of c), decisions shall be taken unani mously by all Parties . I n the c ase of d) decisions s hall be t aken unani mousl y by all the Parties wit h exception of the Def aulting Part y.

4.4 Any decision under article 4. 3 requiring a vote at a gener al Assembl y meeting must be identifi ed as suc h on the pre- meeting agenda, unless t here is a unanimous vot e on a decision at that meeting, provided all Parties are pres ent or represented.

Article 5 - Costs - Common Charges - Payments

5.1 Each part y s hall bear its own c osts i n connection with t he making of the Propos al, the negotiation of the EU Contract (if any), t he negotiation of this Agreement and t he c arrying out of the Projec t (insof ar as the costs are not met by EU funding).

5.2 The Coordinator will forward eac h Part y its share of EU funding recei ved.

5.3 he s hares to be paid to each Part y are as set out in the proj ect, and as more particularly set out in t he Financial Summary Tabl e annexed heret o at Annex 3.

5.4 In t he event of lower actual expendit ure t he res pecti ve Part y´s share of the EU f unding shall be limited t o the actual expendit ure of t he res pec tive Part y reduced in proportion to that res pecti ve Party´s percent age share of t he tot al maximum grant payable by the Commission. T he difference between t he bef orementioned amounts must be refunded t o t he

Coordinator (in accordance wit h t he instructi ons of t he C oordinat or) who will in tur n acc ount t o t he c ommission. Articl e 6 - Responsibiliti es

6.1 Towards t he Coordinator and t he general Ass embl y Each Part y hereby undertakes:

(a) promptl y to s uppl y t o the Coordinator and the General Assembl y all such inf ormation or documents as t he Coordi nat or and the general Assembl y may require i n connection with the EU Contract t o fulfil t heir obligations as provided for t his Agreement or as the Commission may properly request and t o keep the Coordinator and the general Assembl y inf ormed of all such reques ts

(b) to keep (and suppl y t he same to the Coor dinat or in an acceptable format) f ull records of c osts inc urred and ti me s pent on the Project, including but not limit ed to t he pr ovision of det ails of the ti me of Part ners given in kind and as compl ement ar y funding (for this purpos e a specimen f orm of Ti mes heet is enclosed at Annex 4 her eto); and

(c) promptl y to communicat e or provi de any information or decision which has t o be given by it to the General Assembl y for the purpos es provided f or in Article 4. 3 of this Agreement;

(d) to take out and maintai n policies of ins uranc e for civil liabilit y cover for persons taki ng part in appr oved acti vities during the entire period of the Proj ect.

6.2. Towards each ot her

(a) each Part y undert akes t o use all reas onable endeavours:

(i) to perfor m on time t he tas ks and work pac kages assigned sol ely t o it under the propos al and to make available rights and infor mati on on time to ot her Parties under t he terms and c onditi ons defi ned in the EU Contract and in this Agreement; (ii) in respec t of t he tas ks and wor k pac kages assigned jointl y to it and to any other Part y of Parties under the Propos al t o perfor m suc h t as ks and work pac kages on ti me and jointly wit h s uch other Part y or Parties;

(iii) to participate ac tivel y with s uch ot her Part y or Parties in t he performanc e of, or to perform its elf as the c ase may be, such organisational t as ks as are assigned to it jointly or sol ely under t he Proposal;

(iv) promptl y t o notif y t he C oordinat or and each of the other Parties of any del ay in perf ormance i n acc ordance wit h (i), (ii) and (iii) above;

(v) to prepare and present t he reports to be submitt ed to the Commission under the EU C ontrac t and Annex 1 heret o in sufficient time t o enable t he Coordi nat or to submit to t he Commission in accordanc e with t he for mats required.

(b) In suppl ying any information or materials t o any of t he other Parti es hereunder or under the EU Contract eac h Part y undertakes t o use all reasonabl e endeavours to ens ure the accurac y thereof and (in t he event of any error therein) promptly to correct t he same. The supplyi ng Party shall be under no further obligation or liability in respect of the s ame and no warrant y conditi on or repres entation of any ki nd is made, given or to be implied i n any c ase as t o t he sufficienc y acc urac y or fit ness for purpose of suc h information or mat erials. Unless ot her wise agreed in writing f or t he purpos es of the Projec t, each Part y shall obt ain Third Part y Permission i n respect of any T hird Part y Rights i n mat erials supplied and/ or developed for the Projec t by the respecti ve Part y.

For the avoidanc e of doubt the r espec tive Part y shall also ensure that T hird Part y Permissions are obtained to permi t translation of suc h mat erials for the purpos es of the Pr oject;

(c ) Each Part y s hall identif y eac h of the other Parties , within the limits s et out in Articles 6. 3.and 6.6 of thi s Agreement, in respect of t he ac ts and omissions of itself and of its empl oyees and agents provi ded always that suc h indemnit y s hall not extend to cl aims f or indirec t or consequenti al loss or damages s uch as but not limits t o loss of profit, revenue, contracts or the li ke.

6.3 Claims of the Commission

If the Commission in acc ordance wit h the provisions of t he EU Contract cl aims any reimburs ement or payment of damages from one or more Parties ;

(a) each Part y whose def ault has caus ed or contributed to the claim being made shall indemnif y eac h of the ot her Parties against suc h claims provi ded always that the tot al limit of liability of that Part y to all of the other Parties collec tivel y in respec t of any and all such clai ms shall not exceed t wice t hat Part y´s Project Share. Any excess s hall be apportioned bet ween all t he Parties pro rata t o their Project Shares ; and

(b) in the event that is not possible t o attribute default to any Part y under (a) above, the amount claimed by the Commission s hall be apportioned between all t he Parties pro r ata to their project Shares:

6.4. Towards Third Parties

Each Part y shall be sol ely liable f or any loss, damage or injury t o third parties res ulting from it s implementation of its part of the EU Contract .

6.5 Sub-contracts wit h Third Parties

Each Part y shall be f ully responsibl e f or t he perf ormance of any part if its shar e of t he Projec t in respect of which it enters i nto any contract wit h a third part y, e.g. an associat ed contract or a s ub-contract .

6.6. Defaults and Remedies

In the event of a subs tantial breach (but not in case of force maj eure ) by a Part y of its obligations under this Agreement or the EU Contract which is irremediable or which is not remedied within 60 (sixt y) days of written notice from t he other Parties requiring that it be r emedied, t he other Parties may j ointl y t erminat e this Agreement wit h respec t to the Part y conc erned (“Defaulting Part y”) by not less than one month´s prior written notice.

Such t ermination shall take place with res pect t o such Def aulting Part y as of the dat e of suc h notice, subject to the provisions in ( a) to ( d) bel ow.

Notice of suc h ter mination shall be gi ven to the Commission and the Commission shall be request ed t o approve t ermination t he EU Contract with respect t o t he Defaulting Part y, provided always t hat:

(a) without prejudic e to any other rights of the ot her Parties , the licences grant ed to t he Def aulting Part y by t he other Parties under this Agreement as well as under the EU Contract shall cease immediat ely but the licences so granted by t he Defaulting Part y t o t he ot her Parties and their Affiliat ed Companies shall remain i n full f orce and effect ;

(b) the sc ope of t he tas ks of t he Defaulting Part y as s pecifi ed i n Annex 2 s hall be assigned to one or several compani es and/ or entities which are c hos en by the other Parties and are accept able to t he Commission and which agree to be bound by t he ter ms of this Agreement , with pr eference being granted to one or more of the remaini ng Parties;

(c) the D efaulting Part y shall assume all reas onable direct c ost incr eas e (if any) resulting from t he assignment referred to in (b) above in comparison with the costs of t he tas ks of the Def aulti ng Party as specified in Annex 2 and s hall be liable f or any s o resulting additional direct c ost inc urred by t he