Status 15. July 2014
Consensual Agreement of the project e-Infrastructures Austria for the purpose of construction and development of a network-based infrastructure for networking and providing access to digital resources and research data in Austria.
The Participants:
Hereinafter individually "Project Partner" and collectively "Partner Community".
E-Infrastructures Austria is a project that is intended to support the higher education infrastructure provided by the Federal Ministry of Science, Research and Economics. The Project Partners are united by their common interest in the coordinated development of the Austrian Network for the establishment and development of common e-infrastructure by way of pooling resources and existing knowledge (e-infrastructures Austria, hereinafter “the project”). The project aims include the creation, colonization and cross-linking of repositories/document servers as local entities with the individual equal project partners, the construction of an Austrian repository with an expanded scope, and the establishment of a competence network for research data and data from research-led teaching of both heterogeneous origin and varying accessibility. The project should contribute to the areas of protection and backing up of data, archiving and making digital resources and research data available to increase the overall efficiency of the system, create concrete synergies, maximize the benefits of research data for students and teachers, promote participation in university-wide IT-based management systems and the sharing of knowledge which should enable processes and technologies in an intangibly arranged framework. The rights and obligations of the project partners are a result of the project application "E-Infrastructures Austria: Structure and Development of a Repository infrastructure (upon request of the University of Vienna)" from 30.10.2013 as well as the policy for project implementation, which was signed by the partners (hereinafter “Policy”). The governance does not extend beyond the rights and obligations defined in the project proposal and in the policy.
The purpose of this agreement is to establish the project proposal and the rights and obligations collected from the policy by the partners. This includes defining the following: the relationship of the partners to each other, the regulation of operations, the institutions and the project management including the rights, duties and responsibilities with respect to the project, and to determine the results and to control free access to the results of joint work carried out within the project and scientifically relevant data with respect to the assignment of intellectual property rights.
This agreement defines the rules for each project partner and those which apply to the cooperation within the framework of the project. In cases of doubt, unclarity or disagreement, this should not be considered a final reference. In particular, this agreement does not create any partner or other company, either in the legal sense or in an economic sense. This agreement does not grant the partner community any legal personality. It can not sue or be sued. The project partners are equal partners and each partner acts on their own individual account and within their own responsibility. Neither a project partner or the partner community as a whole can legally conduct business that affects another or other project partners. In particular, project partners can not conclude any contracts and are not empowered to make or accept any legally relevant declarations. Subject to the provisions set forth under the "Management Structure" in this agreement, the parties are not mutually exclusive. Legally binding obligations of a project partner to a third party require the declaration of intent by the respective project partner in order to be effective.
This Agreement shall enter into force on 1 July 2014 and will remain as such until December 31, 2016. In addition, this agreement shall remain in force with respect to the rights, duties and responsibilities, which are to be completed after the project. In particular, the terms of this agreement are in effect after termination of the agreement, as required to enforce the rights, duties and responsibilities agreed prior to the termination.
The agreement may be amended or repealed by the voting project partners. Termination requires a resolution of the General Assembly by a qualified majority. Any withdrawal from the project by individual project partners is not possible.
The project partners are bound to each other and commit to mutual consideration and respect for the rights and legal interests of the other partners.
The Project Partners agree to perform the activities and responsibilities of the project defined in the project proposal and the guidelines completely and on time to the best of their knowledge and good faith in the course of the project.
The project partners will inform the project manager as soon as possible about events that take place in their own individual sphere which are likely to jeopardize the success of the project or an aspect of the project.
In the event that the competent authority determines within the partner community that a project partner is injuring this agreement by his behavior, the violator will be given the opportunity to comment, to resolve said injury within a reasonable time and/or provide remedy for these injuring consequences.
A project partner who engages a third party in the implementation of the "E-Infrastructures Austria" project tasks shall be liable to the project partners for any fault arising by actions of those third parties. Through the award of subcontracts, the project partners are not relieved of the obligations that they have assumed under this agreement. The delegating project partner must ensure, in particular, that such subcontracting enables the fulfillment of the project and the access rights of the other project partners are not affected by this subcontracting.
The project partners agree to the application of scientific accuracy and compliance with the recognized rules of technology and science. A project partner who makes tangible and intangible goods and information available to the other project partners or incorporates such goods and information in any other way into the project must make an effort as much as possible and reasonable for that partner to not conflict with the rights of a third party. Project partners are not obligated to perform patent searches or other similar research. The project partners do not guarantee the freedom of goods, information and related results therein of third parties as related to property rights, and shall not be liable in case of breach of third-party property rights related to the use of goods, knowledge and results introduced to project partners which are or have been developed by another project partner. Furthermore, the project partners do not guarantee nor are they liable to each other for the completeness, correctness or absence of defects of any transferred goods and information. Each project partner will correct or replace defects reported to him as soon as possible within a reasonable time. A statement of guarantee or other form of guarantee will not be accepted. The project partner who intends to use the introduced material, goods or information must use this at their own responsibility and at their own risk.
This agreement does not imply any basis for any claim granting the right of a project partner to demand compensation from another project partner. The liability rules of the policy remain unaffected.
If a project partner shall enter into a legally relevant relationship with a third party, the respective project partner is the sole part of that relationship who is entitled by the policy and who is also obligated by the framework of the policy. This applies even if the relation in question is related to the project or a result or a product of the project. Each partner is liable only for damages to third parties resulting from the implementation of its project part.
As part of the project supervision, regular reporting to the Federal Ministry for Science, Research and Economy will be carried out as well as an examination of the financial management by the relevant departments of the project partners and the Federal Ministry for Science, Research and Economy.
If within the project, results and products are developed which are protected by intellectual property laws, the relevant rules apply. In particular, laws governing the granting of rights shall apply in the determination of ownership as they normally would apply in copyright and patent law. Nevertheless, the project partners should endeavor to make the results and products of the project available to each other and to effect the maximum dissemination of such. These open-license models will be integrated into the course of the project. A deviation from the statutory intellectual property rules, to the extent that is possible and permissible, requires in each case a separate agreement, in particular by open licensing models.
Unless otherwise agreed, the project partners remain the rightsholders regarding goods and information they have introduced. This also applies to those goods which a project partner introduces into the project. The contributing project partner grants the other project partners – for the purposes of the project regarding goods contributed by him – a royalty-free, non-exclusive, non-transferable license in text form or in writing to use the work in question. Permission granted to use such is valid for the duration of the project, unless it is regulated otherwise.
Any use outside the partner community, particularly the publication of results arising from the project is strongly encouraged. A proposed use or publication is to be promptly presented in text form by the project manager before the planned publication and the relevant project partners. The rejection of a proposed evaluation by a project partner requires a qualified notice. This will only be justified if it is proven to substantiate the fact, where the proposed use would impair the legitimate interests of the project partner concerned or the partner community. These include interests of commercial and academic nature. The project partner requesting an evaluation will be given the opportunity to make the evaluation so that the alleged relevant conflict of interest is eliminated and the publication can still occur.
The internal management structure of the partner community consists of the following institutions:
(a) The General Assembly acts as the representative body and as the final body responsible for decision-making.
(b) The Project Manager ensures the optimization of processes and acts as an intermediary and coordinator between the institutions of the Community Partner and the project partners.
(c) The Steering Committee sets the basic orientation of the project.
(d) The Synergies Team bears the responsibility for expertise in each discipline.
(e) The Think Tank provides external influence and stimulus.
Each voting project partner has one vote. All members of an institution must attend the meetings as well as resolutions of the respective institution. If any partner is unable to attend, they must ensure that they are represented or that they transfer their vote in advance in writing or in text form, in particular, by e-mail to another member of the respective institution. Such representation is to be communicated to the chairman of each institution.
Each institution should regularly – as listed below – convene. Any additional meetings are held as extraordinary meetings as required. The relevant body decides by resolution adopted by a simple majority about the necessity of holding an extraordinary meeting. The decision can be brought about (circular resolution) by means of distance communication (e-mail, phone).
The General Assembly meets at least once a year.
The Steering Committee meets at least twice a year.
The Synergies team meets at least four times a year.
The think tank is at least three times a year.
The Chairman of an institution shall convene the next meeting by invitation. Invitations will be sent in writing (e-mail) two weeks in advance to members and include the items on the agenda. The voting audience can decide by a simple majority during a session to include items on the agenda. For the General Assemblies, resolutions require a two-thirds majority of the voting members. The Steering Committee and the Synergies Team resolutions require a simple majority of the voting members. A committee is a quorum of two-thirds of its voting members or their representatives who are present. Circular resolutions are allowed. They can be initiated by the chairman or coordinator of each institution. Their implementation is to be organized by the coordination office and supervised by the project leader.
The General Assembly shall be composed of one representative from each project partner, a chairman and a deputy chairman, totaling 27 people, 24 of which with voting rights (the representative of the Austrian National Library and Chairman and Deputy Chairman have no voting rights). The General Assembly shall elect a chairman and deputy chairman from among its members. The term of office of the chairman and the deputy is limited to one year. They may be re-elected after this term. The first term will start on 1 July 2014 and end on 31 December 2015. When entering office, the Chairman and the alternates may no longer represent the project partners to which they belong. The concerned project partners appoint new representatives. The General Assembly appoints their chairmen and their deputies in the Steering Committee. The inaugural session of the project and all subsequent meetings shall be convened by the Chairman of the General Assembly in consultation with the project manager. At the General Meeting, employees of the individual project partners can also participate.
The General Assembly serves as a common forum for all project partners. In this committee, votes are to be carried out. The General Assembly is the ultimate body responsible for basic decisions.
Das The Steering Committee consists of seven persons. It is made up of three representatives of the Synergies Team, the project manager as a co-opted member without a vote, the Chairman of the General Assembly, the Vice-Chairman of the General Assembly and the Coordinator of the Think Tank. The Steering Committee shall be convened by the project leader and selects a coordinator.
Weighting of voting: If an institution provides more than one representative for the Steering Committee, this institution is still represented by only one vote. The Coordinator of the Think Tank has an advisory function and therefore no right to vote.
The Steering Committee gives impetus to the basic orientation of the project based on the resolutions of the General Assembly. It comments, reviews and recommends the drafts for the Work-Package-cluster (WP-cluster), which are submitted to it by the Synergies Team. The Steering Team regularly reports to the General Assembly.
The members of the Synergies Team shall consist of the heads of the WP-clusters in which the project work is completed, and the project leader. The WP-clusters consist of representatives of academic institutions working together on the implementation of the project. The Synergies Team selects a coordinator and a deputy. The Synergies Team sends three representatives to the Steering Committee. The first meeting will be convened by the Project Leader.
The Synergies Team shall submit drafts and recommendations from the WP-cluster to the Steering Committee. It will also use regular meetings to insure proper exchange between the different clusters and thereby provide synergies for the project. The Synergies Team is responsible within the partner community for maintaining the professional level (technical editing of works and so on) of the project. The Synergies Team reports to the Steering Committee.
The Project Management ensures the professionalism in the project. The Project Manager and the Coordination Office are located at the University Library of the University of Vienna.
The coordination of technical agendas of the project is to take place at the Vienna University Computer Center at the University of Vienna. Planning costs, other resource planning and paying practices for projects are carried out at the University Library of the University of Vienna.
The main tasks to be undertaken by the project management are as follows:
Cost planning and other resource planning and financial management; construction and management of the Coordination Office; coordination in building the structure and services for the project in technical and non-technical fields; coordination of activities, methods and instruments for the implementation of the project; definition of requirements; definition of project phases; preparation of plans and schedules; definition of operation sequences; initiate processes; monitoring of processes in e-Infrastructures Austria; monitoring of appointments; official completion of tasks; acceptance of the final work and results; definition of evaluation processes; initiation of evaluation processes; cooperation in the creation of definitions in the individual WP-cluster; participation in the work in the individual WP-cluster; assistance in legal matters; definition of rules for partner management; help with organizational issues at the individual project partners; reporting (deliverables and other official documents); coordination and structure of the ticketing system, Wikis, project management services and documentation center of the project; structure of the web presentation; external communication; liaising with external partners; coordination of communication both internally (within the partner network); coordination in the creation of a "National Survey" and a domestic "environmental analysis"; perception of orientation meetings with the client; and regular exercise of controlling conversations with the client.
The main tasks to be performed by the Coordination Office are:
Support the project manager in the coordination of the project; acquisition and coordination of back-office functions of the clearing house of the project; contact establishment and maintenance of contacts with opinion leaders / at the 25 partner institutions of the project; support and advising specialists from the individual WP-clusters; observation and analysis of developments in the various WPs of the project; active participation in the meetings and assemblies; involvement in the initiation and organization of partner events; support of marketing activities in collaboration with the project and the partners.
The project management reports to the General Assembly.
The Think Tank is a group of internal organization and external organization personalities from science, society and economy that will enrich the project with impetus from "outside" (The Think Tank enables "thinking outside the box"). The Think Tank elects a coordinator and sends this person to the Steering Committee.
The project partners agree to keep confidential, not disclose and preserve all circumstances and processes (business and trade secrets) which have became knowledge of the project partners and the partner community during the project, both during the project and after its termination. The obligation of confidentiality shall not extend to such knowledge that is freely available or is or was known by the receiving project partners prior to this agreement without any obligation of confidentiality, or which have been made available to the receiving project partners from third parties that are not subject to confidentiality obligations without restriction. Any third party involved should agree to secrecy in writing by the chairman or coordinator of the included institution
Changes and additions to this agreement must be decided in the General Assembly by a two-thirds majority. Verbal collateral agreements do not exist. No project partners can make on a different agreement from the actual project, as long as the deviation is not fixed in writing.
If any provision of this agreement proves to be invalid, the validity of the remaining provisions shall not be affected. In such a case, the invalid provision will be replaced by a term or provision by resolution of the General Assembly that suits the purpose of the invalid provision, and in particular what the project partners desire with the greatest possible extent of resolution. The same also applies if gap in the implementation of the project should arise requiring supplementation.
The project partners each bear their own cost burden.
