How To Write A Consortium Agreement In European Research And Development Project H2020

Transcription

1 EEN Working Group Research and Horizon 2020 München, December 2014 Consortium Agreements in Horizon 2020 Kathrin Werner, LL.M., Legal Counsel, Fraunhofer DESCA Coordinator Agenda Presentation of the DESCA initiative The legal framework for Horizon 2020 an overview Model Grant Agreement Consortium Agreement / DESCA Use of model agreements, key success factors in negotiations 1

2 Fraunhofer-Gesellschaft, the largest organization for applied research in Europe 67 institutes and research units all over Germany, dealing with health, security, communication, energy and the environment. More than 23,000 staff 2 billion annual research budget totaling. Of this sum, more than 1.7 billion euros is generated through contract research Roughly two thirds of this sum is generated through contract research on behalf of industry and publicly funded research projects Roughly one third is contributed by the German federal and Länder governments in the form of base funding Headquarters in Munich perform certain tasks for the entire legal entity and its institutes and employees, such as all legal and contract matters Fraunhofer lines Fraunhofer What is DESCA? 2

3 DESCA activities FP7: Development of a model Consortium Agreement Legal expertise for analysis of draft H2020 Rules for Participation during legislative process H2020: Preparation of DESCA 2020 model Consortium Agreement, published in March 2014 DESCA the Core Group ANRT, EARTO, Eurochambres, LERU, VTT, KoWi, ZENIT, co ordinators: Fraunhofer, Helmholtz Association 3

4 DESCA the Consultation group ca. 160 Experts from all over Europe & beyond (Israel, USA..) Contributions in the H2020 update from: Aalto University, AIT, BAK AK Recht, CEA, CERN, Chalmers University of Technology, CNRS, Copenhagen University, CSIC, DLR, Digital Europe, EADS, ETHZ, Edinburgh University, Harvard University, IFPEN, IMEC, Imperial College London, INRA, INRIA, Myer Morron, NTNU, Karolinska institutet, Luleå University of Technology, Linköping University, Lund University, Milano University/APRE, Stockholm University, Stuart Campbell, Technology Centre ASCR CZ, Thales, TNO, TU Eindhoven, TuTech, Umeå University, Unitectra (Universities of Basel, Bern and Zürich), University of Gothenburg, University of Utrecht, Volkswagen, Wageningen UR, Weizmann Institute of Science, WIPO DESCA the Consultation group A first impression of the organisations endorsing DESCA and which have sent us their logo for the website: 4

5 The legal framework for Horizon 2020 an overview H2020 the legal framework Horizon 2020 Regulation Rules for Participation (Model) Grant Agreement Consortium Agreement 5

6 SME participation in H2020 Innovation in SMEs instrument as successor of Research for the benefit of SMEs SMEs can participate as regular partners in cooperative projects throughout H2020 H2020 cooperative research R&D (3 participants min.) H2020 SME Instrument Innovation in SME (SME only / 1 or more participant) Outside H2020: Eurostars II Projects with R&D focus Aimed at R&D-performing SMEs (2 partners min./ of which 1 SME) Projects directed towards the market Contractual relationships in an H2020 project EU Commission /Agency Grant Agreement Beneficiary 1 (Coordinator) Beneficiary 2 Beneficiary 3 Beneficiary n Consortium Agreement (CA) Mandatory! 6

7 H2020 Model Grant Agreement One single document with all Terms & Conditions, containing many options no more separate Annexes for the conditions Specific Model Grant Agreements for particular programmes (e.g. MSC, ERC, SME) based on general model Explanations for each part available on line ("annotated GA") ( Description of the project and estimated budget are separate annexes that form part of the Grant Agreement Annex 1: Description of the action Annex 2: Estimated budget for the action H2020 Model Grant Agreement Annexes 3-6 Annex 2 Estimated budget Grant Agreement Annex 1 Description of the action Terms and Conditions 7

8 The road towards a project Preparatory Agreements: - NDA -LoI/ MoU Proposal submission Grant Agreement preparation Negotiation and conclusion of Consortium Agreement Signing of Grant Agreement (by Commission and Coordinator) Accession of the other partners to the Grant Agreement (Annex 3) call positive evaluation project start The Consortium Agreement in Horizon

9 The Consortium Agreement one of the 2 main contracts in a H2020 project EU Commission /Agency Grant Agreement Beneficiary 1 (Coordinator) Beneficiary 2 Beneficiary 3 Beneficiary n Consortium Agreement (CA) Mandatory! Consortium Agreements in H2020 Mandatory to conclude Consortium Agreement Main contents of Consortium Agreement: Roles, responsibilities, governance, decision making Financial provisions, liabilities Dispute settlement Confidentiality, dissemination Provisions on access to project results and Background Some Grant Agreement IP provisions are mandatory, some leave a certain leeway for negotiations in the Consortium Agreement Commission will offer guidance 9

10 CA Origins FP7: FP 6: Many CA models: ANRT EARTO UNITE EICTA EU CAR French Research Organisations German CA Team IMG4 FP 6 > FP7 DESCA initiative by some of the FP 6 CA models Aim: create one single model for FP7 DESCA not the only model, but the most widely used 2 updates to keep track of changes to the Model Contract and experiences of stakeholders 1 mid term review in 2010 DESCA

11 Midterm review in 2010 Use and benefits of the DESCA model "Did the DESCA model when used " "In how many of the collaborative projects you participated in did you use the DESCA model?" Give an approximate percentage. 0% 20% 40% 60% 80% 100% simplify and facilitate the negotiation + o process? 52% save time and costs? + o- help inexperienced project partners? + o - facilitate the elaboration of a tailor-made Consortium Agreement? + o 19% increase the quality of contracts? + o- 12% 6% 7% 4% never 1-20% 21-40% 41-60% 61-80% % See eu for full report prevent power imbalances between project partners? facilitate cooperation between public and private organisations? facilitate understanding and cooperation between researchers and legal experts within the own organisation? help SMEs? + o - + o -don't know + o - + o - don't know H2020 DESCA revamp consultation process, facts and figures large consent of stakeholders that value of DESCA is that it is known so only change where neccessary many very interesting suggestions and ideas but not so many areas where there was a clear consensus by the consultation group on a better solution First drafts by subgroups of core group consensus in core group consolidated text to consultation group for comments discuss all modification suggestions first in subgroups of the core group then core group consolidated new text consultation group numerous core group meetings/telcos since March 2012, 2 workshops with consultation group, 1 meeting with other CA groups 2 rounds of comments producing 150 pages of assembled comments 11

12 DESCA 2020 the concept remains the same Simplified: Reduced to the necessary minimum, limit legalese Balanced: Respects the interest of research and industry, big and small partnering.org Single: One balanced core text where possible Modular: Options where necessary alternative modules for large and small projects optional module for projects with a software focus optional clauses in the IPR section Transparent: Explanatory texts to illustrate and explain clauses and options, examples for different project types Continuously adapted and further developed DESCA 2020 what is new? Terminology & logic adapted to H2020 References to new H2020 concepts as PCP/PPI Other aspects of H2020 will be revised for first update once practical experiences are sufficient; no need for changes to the CA seen at the moment as regards e.g. participant portal or Open Access The website: eu havea look! New download system allowing better link with users (providing address for word version) 12

13 Other H2020 Model CA activities Industry driven model CAs IMG4 drafted by ASD IMG4, the industrial Management Group representing the biggest aerospace companies in Europe MCARD 2020 published by Digital Europe, representing the digital technology industry in Europe EUCAR drafted by the European Council for Automotive R&D Use of Model Agreements and Key Success Factors in Negotiations 13

14 Pros Pros and Risks of the Use of Model Agreements Facilitation of the negotiation process, frame of reference Focus on key issues Increase of efficiency of drafting tailor made agreements Reduction of time to contract Improvement of quality of contract Support for inexperienced researchers or organisations without legal experts Risk Not sufficient consideration of / adjustments to specifications of the projects ( tailor made agreements ) Pros and Risks of the Use of Model Agreements Advantages Risks 14

15 Key Success Factors in Negotiations Interest based negotiation Consideration of the specifications of the project Involvement of technical and legal experts Perception of balance Thank you for your attention! Questions and comments welcome 15