Grant Agreement for Partners Silvia Polidori Legal Officer

Grant Agreement for Partners Silvia Polidori Legal Officer Clean Sky Negotiation Kick-off meeting Brussels, 24 th February 2011 1 1

Contractual picture Clean Sky JU 1 Grant Agreement for Member by ITD Leaders Associates 1 Grant Agreement per Topic Call for Prop Consortium Agreement Partner Applicant Part of the CA Implementation Agreement or option to join the CA Possible for some ITDs 2 2

Partner – Call for Proposals • Partner (or a consortium) will be selected pursuant to an open and transparent competitive procedures (Call for Proposal). • The selected Partner will have a double contractual link: – He will sign the Partner Grant Agreement (GAP) with the JU and become a Partner of the Clean Sky JU. – He will sign the Implementation Agreement or will join the consortium agreement (if the ITD offers this option and if the Partner wants to join it) • This presentation will focus on some essential elements of the GAP 3 3

Grant Agreement for Partner • • • Core Annex I – Description of the project (Do. W) Annex II - General conditions Annex III - Form A – Accession of Beneficiaries to the Grant Agreement Annex IV - Form B – Request for accession of a new Beneficiary to the Grant Agreement Annex V - Form C – Financial statement Annex VI - Form D – Terms of reference for the certificate on the financial statements Annex VII - Form E – Terms of reference for the certificate on the methodology Special clauses 4 4

Payments Pre-financing: A pre-financing shall be paid within 45 days following the date of entry into force of the GAP – The total amount of the pre-financing shall not exceed 80% of the maximum JU financial contribution for the project. For projects of more than 18 months it is maximum 80% of the JU contribution for 18 months. – Pre-financing remains the property of the JU until the final payment Payment of the JU financial contribution: – At the end of the project, the JU shall make a final payment corresponding to the amount accepted as the final amount for the project up to the difference between the maximum JU contribution and the pre-financing already paid. – Where the amount accepted is less than the pre-financing already paid, the JU shall recover this amount. 5 5

Eligible costs for the project They need to meet the following conditions to be considered eligible • a) they must be actual; • b) they must be incurred by the beneficiary; • c) they must be incurred during the duration of the project; • d) they must be determined in accordance with the usual accounting and management principles and practices of the beneficiary and respect the accounting rules of the State in which the beneficiary is established; • e) they must be used for the sole purpose of achieving the objectives of the project and its expected results; • f) they must be recorded in the accounts of the beneficiary; • g) they must be indicated in the estimated overall budget in Annex I 6 6

Non-eligible costs a) identifiable indirect taxes including value added tax, b) duties, c) interests owed, d) provisions for possible future losses or charges, e) exchange losses, cost related to return on capital, f) costs declared or incurred, or reimbursed in respect of another Community or JU project, • g) debt and debt service charges, excessive or reckless expenditure. • • • 7 7

Identification of direct costs • Direct costs are all those eligible costs which can be attributed directly to the project and are identified by the beneficiary as such, in accordance with its accounting principles and its usual internal rules. • Personnel costs: only the costs of the actual hours worked by the persons directly carrying out the work under the project may be charged. 8 8

Identification of indirect costs Indirect costs are all those eligible costs which cannot be identified by the beneficiary as being directly attributed to the project but which can be identified and justified by its accounting system as being incurred in direct relationship with the eligible direct costs attributed to the project Identification of the indirect costs: – The actual indirect costs method – The beneficiary must have an analytical accounting system – Simplified method – The 20 % flat rate option of its total direct eligible costs, excluding its direct eligible costs for subcontracting and the costs of resources made available by third parties which are not used on the premises of the beneficiary. 9 9

Upper funding limits • Research and technological development activities, the JU financial contribution may reach a maximum of 50% of the total eligible costs of the beneficiaries. – However, for beneficiaries non-profit public bodies, secondary and higher education establishments, research organisations and SMEs, the rate may reach a maximum of 75% of the total eligible costs. – • For demonstration activities, the JU financial contribution may reach a maximum of 50% of the total eligible costs. • For other activities, inter alia, management activities and training, the JU contribution may reach a maximum of 50% of the total eligible costs. – However, for beneficiaries that are non-profit public bodies, secondary and higher education establishments, research organisations and SMEs, the rate may reach a maximum of 75% of the total eligible costs. 10 10

Audits • Financial audits and controls: – Such audits may cover financial, systemic and other aspects (such as accounting and management principles) relating to the proper execution of the grant agreement. – They shall be carried out on a confidential basis. – They can take place at any time during the implementation of the project and up to five years after the end of the project. • Technical audits and controls: – Such audits and reviews may cover scientific, technological and other aspects relating to the proper execution of the project and the grant agreement. – The aim is to assess the work carried out under the project over a certain period, inter alia by evaluating the project reports and deliverables relevant to the period in question. The JU may initiate them at any time during the implementation of the project and up to five years after the end of the project. 11 11

Financial Responsability and Recoveries • The financial responsibility of each beneficiary shall be limited to its own debt. • Reimbursement and recovery: if any amount is unduly paid to a beneficiary or if a recovery is justified under the terms of the grant agreement, the beneficiary undertakes to repay the JU via the coordinator the sum in question following a written request by the JU at the latest 30 days after its receipt. 12 12

Intellectual Property Rights – Foreground • Foreground means the results, which are generated under the project – It is the property of the beneficiary carrying out the work generating that foreground. – Where several beneficiaries have jointly carried out work generating foreground and where their respective share of the work cannot be ascertained, they shall have joint ownership of such foreground. • Transfer of ownership, the beneficiary shall pass on its obligations regarding that foreground to the assignee including the obligation to pass those obligations on to any subsequent assignee. – 45 days prior notice to the other beneficiaries and any members or partners concerned of the envisaged transfer, together with sufficient information to permit the other beneficiaries or such members or partners to exercise their access rights. 13 13

Intellectual Property Rights – Foreground (2) • Protection: – All patent applications relating to foreground filed shall be reported in the plan for the use and dissemination of foreground. • Use: – The beneficiaries shall report on the expected use to be made of foreground in the plan for the use and dissemination of foreground. • Dissemination: – Each beneficiary shall ensure that the foreground of which it has ownership is disseminated as swiftly as possible. – Dissemination activities shall be compatible with the protection of intellectual property rights, confidentiality obligations and the legitimate interests of the owner(s) of the foreground. – 45 days prior notice of any dissemination activity. 14 14

Access rights • Access Rights means licences and user rights to foreground or background – Background means information which is held by beneficiaries prior to their accession to this agreement and which is needed for carrying out the project or for using Foreground • Access rights for implementation – Access rights to foreground shall be granted to the other beneficiaries, if it is needed to enable those beneficiaries to carry out their own work under the project (granted on a royalty-free basis) – Access rights to background shall be granted to the other beneficiaries, if it is needed to enable those beneficiaries to carry out their own work under the project provided that the beneficiary concerned is entitled to grant them (granted on a royalty-free basis, unless otherwise agreed by all beneficiaries before their accession to this agreement) • Access rights for use – 1. Beneficiaries shall enjoy access rights to foreground, if it is needed to use their own foreground (granted either under fair and reasonable conditions or be royalty-free) – 2. Beneficiaries shall enjoy access rights to background, if it is needed to use their own foreground provided that the beneficiary concerned is entitled to grant them (granted either under fair and reasonable conditions or be royalty-free) 15 15

Grant Agreements for Partners THANK YOU FOR YOUR ATTENTION 16 16

Relevant documents • Rules for Participation, Submission, Evaluation, Selection and Award This and other documents available on CORDIS: – General Information Package under the published call 17 17

© 2010 by the Clean. Sky Leading Partners: Airbus, Agusta. Westland, Alenia Aeronautica, Dassault Aviation, EADS-CASA, Eurocopter, Fraunhofer Institute, Liebherr Aerospace, Rolls-Royce, Saab AB, Safran Thales and the European Commission. Permission to copy, store electronically, or disseminate this presentation is hereby granted freely provided the source is recognized. No rights to modify the presentation are granted. 18 18