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KICK-OFF MEETING May 10-11, 2010

KICK-OFF MEETING May 10-11, 2010. Just a reminder of main provisions Please refer to Consortium Agreement for details Remember: if conflict between Consortium Agreement and Grant Agreement, Grant Agreement prevails. Consortium Agreement - Reminder. Signed by all CARBONES Partners

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KICK-OFF MEETING May 10-11, 2010

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  1. KICK-OFF MEETINGMay 10-11, 2010

  2. Just a reminder of main provisions Please refer to Consortium Agreement for details Remember: if conflict between Consortium Agreement and Grant Agreement, Grant Agreement prevails. Consortium Agreement - Reminder

  3. Signed by all CARBONES Partners Commitment of all Partners to take part in the efficient implementation of the Project to cooperate, perform and fulfil, promptly and on time, all of their obligations under the Grant Agreement and this Consortium Agreement to notify promptly, any significant information, fact, problem or delay likely to affect the Project to provide promptly all information reasonably required by a Consortium Body or by the Coordinator to carry out its tasks to take reasonable measures to ensure the accuracy of any information or materials it supplies to the other Partners Consortium Agreement - Reminder

  4. Breach under the CA or GA: Coordinator requests this Partner (written notification) to remedy the breach within 30 calendar days If not done or not possible: the Partner may be declared a Defaulting Party by the General Assembly, who will decide on the consequences (may even be termination of Partner’s participation) Involvement of third Parties The Partner that enters into a subcontract or involves third Parties remains solely responsible for carrying out its relevant Part of the project Subcontractors / third Parties are bound by non-disclosure provisions Consortium Agreement - Reminder

  5. Liability Limitation of Partners’ liability towards the rest of Consortium Partners – except in case of wilful act, gross negligence or breach of confidentiality (financially speaking, maximum liability = 1x the Partner’s share of the total costs of the Project as defined in GA) General idea: each Partner is solely responsible towards third Parties, no collective responsibility of the CARBONES Consortium, no representation by a Partner of another one Consortium Agreement - Reminder

  6. Background The Parties and Third Parties linked to a Party agree and acknowledge that data, models, systems and know-how used as Background are the property of the one who brings them to the Project Foreground The Parties and Third Parties linked to a Party agree and acknowledge that data, models, systems and know-how developed as Foreground during the Project are the property of the one who produced them Consortium Agreement - Reminder

  7. Non-disclosure: Recipients of Confidential Information undertake during and 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 takes 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 Consortium Agreement - Reminder

  8. Meetings (written notice compulsory) Notice of a meeting (ordinary / extraordinary) General Assembly: 30 / 15 calendar days WP leaders: 15 / 7 calendar days Agenda General Assembly: 15 / 7 calendar days WP leaders: 7 / 3 calendar days Adding agenda items General Assembly: 7 / 3 calendar days WP leaders: 5 / 2 calendar days Consortium Agreement - Reminder

  9. Minutes of meetings Formal record of all decisions made Draft to all members within 15 calendar days Minutes are considered accepted if no objection in writing to the chairperson within 15 calendar days Coordinator keeps them recorded Consortium Agreement - Reminder

  10. Voting rules and quorum Quorum = three-fourths (3/4) of the members of the Consortium Body are present or represented Each Party present or represented = 1 vote Defaulting Party members may not vote Decisions shall be made by a majority of votes (if tie of votes, the chairperson has the decisive vote) Decisions in the General Assembly require a two-third (2/3) majority Consortium Agreement - Reminder

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