CO-OPERATION AGREEMENT

1. General
1.1 The agreement

This cooperation agreement is an independent agreement between the project participants in

a project in which three or more participants have received funding from the Northern
European Innovative Energy Research Programme (hereinafter referred to as N-INNER).
The Consortium Agreement governs the organisation and implementation of the project, as
well as the rights and obligations of the consortium participants. The project owner is the
organisation/institution of the project leader.

Each of the project participants is obligated to contribute with his/her resources to the
execution of the project and the fulfilment of the contract in accordance with the tasks and
obligations set out in this co-operation agreement, in the final project application and in the
agreement between NER and the project owner concerning co-operation-, dissemination-
and monitoring issues. With regard to one another, the consortium participants bear joint
responsibility for the implementation of the project.

1.2 Project and parties to the agreement

The co-operation agreement pertains to the following project:

Project title

The following project participants are parties to the co-operation agreement:

Name of organisation/institution/company
Name of contact person
Address
Telephone
E-mail

1.3 Project owner and project manager

The project owner is responsible for the management of the project, and enters into
agreement with NER on behalf of the project participants. The project owner delegates the
day-to-day operation of the project and designates a project manager for the project. The
project owner is also a project participant in the project. The project manager is the link
between NER and the project.

1.4 Steering Committee

The project’s steering committee sees to the overall coordination and operation of the
project, and is responsible for making the decisions necessary in this regards.

1.4.1 Each project participant can appoint a member to the steering committee. Each
project participant is at liberty to replace this member, but must keep the project
manager apprised at all times as to who is representing the project participant.

1.4.2 The project manager is the leader of the steering committee.

1.4.3 The steering committee can be convened on reasonable notice, normally not less
than two weeks. Notice of the meeting must be accompanied by an agenda and
the documentation necessary for addressing the items on the agenda.

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 1.4.4 The steering committee normally adopts its resolutions unanimously. In ongoing
matters that do not alter the rights of the individual project participants under the
cooperation agreement or the contract, the steering committee may adopt its
resolutions by a majority of 50%, assuming that at least half of the members are
represented and the project owner’s representative is in favour.

1.4.5 The steering committee consists of:

Insert names of the steering committee members

2. THE PERFORMANCE OF EACH PARTY TO THE AGREEMENT

2.1 Operating plan and reporting

Each consortium participant shall perform the R&D work it has undertaken pursuant to the
project description in the application. In the event a consortium participant does not perform
the agreed R&D work in a satisfactory manner, the Steering Committee can decide to
transfer responsibility for parts of the work to another consortium participant based on
specifically defined terms. Such a transfer does not exempt the consortium participant in
question from its total contributions to the project, and any possible alterations must not
come in conflict with the national funding of the project participants.

The obligations of the parties to the agreement with respect to reporting and dissemination
are set out in the agreement between NER and the project owner.

2.2 Project deliveries

2.2.1 Each individual party to the agreement’s deliveries to the project and the deadlines
applicable thereto are set out in the project application.

Special performances or requirements that are not set out in the aforementioned
document must be specified below for each individual project participant.

Party XX to the agreement shall contribute the following: XX

Party XX to the agreement shall contribute the following: XX

2.3 Reciprocal exchange of information

The parties to the agreement undertake to engage in an open and mutual exchange of
information regarding all conditions of significance to the execution of the project, including
the implementation of the project, results achieved, discovered problems and other
deviations.

2.4 Finances

The call has a distributed pot, meaning that each country pays for its own researchers. Each
national partner in the project therefore must enter into an agreement with his/her national
funding agency and comply with the financial and administrative reporting procedures of this
institution. The national funding agencies are the Research Council of Norway, Swedish
Energy Agency, the Danish Strategic Research Council, Projektträger Jülich, Academy of
Finland and Orkustofnun.

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3. RIGHTS PLACED AT THE DISPOSAL OF THE PROJECT

The following rights will be placed at the disposal of the project at the start of the project:

Party XX to the agreement XX places the following at the disposal of XX.

Conditions and assumptions: XX

Party XX to the agreement XX places the following at the disposal of XX.

Conditions and assumptions: XX

Ownership of pre-existing know-how will be maintained by the consortium participant that

brought it into the project.

Each consortium participant will own all project results produced by the project, subject to the
restrictions stated in Section 5.2.

4. COMPETING ACTIVITIES

Before the project begins, each individual project participant must notify the other project
participants of any research activity, product development or other projects in which they are
engaged or planning that could interfere with the goals of the cooperative project regulated
by this agreement.

5. PUBLICATION

5.1 Publication of results

The project results may, if the project participants so demand in writing from NER and NER
consents, remain confidential for a maximum of six months following the conclusion of the
project.

The foregoing notwithstanding, NER and the respective funding bodies, shall be entitled, at
any time, to publish the project title, a brief project summary, the names of the project owner,
participants and managers, the project period, the project budget and details on the public
funding.

If project participants wish to keep project results and the final scientific report confidential,
they must make an additional public report that inter alia can be used for the final evaluation
of the programme.

5.2 Use of results

In the absence of any other agreement between the project participants, each participant
may freely publish his own project results during the project period. Consortium participants
are also entitled to use all project results in teaching and further research.

The independent use of pre-existing know-how by another consortium participant in a

participant's own activities requires a written agreement between the parties.

6. RIGHTS TO PROJECT RESULTS

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Rights to project results may pertain to patentable inventions, methods, formulas, recipes or
patterns, software and other systematised data, along with other similar elements that may
be of financial value.

Those parts of the project results which can be identified as individual rights shall belong to
the party to the agreement that developed said part of the project result, unless otherwise
agreed.

If two or more parties have collaborated on the development of a part of the project results
that can be identified as an individual right, those participants shall co-own that part of the
project results, unless otherwise agreed. The participants shall be co-owners, with shares
corresponding to each participant's share of the total work performed to achieve the part of
the project result in question, unless otherwise agreed.

Research results shall be co-owned by the project participants, with co-ownership in equal
parts, unless otherwise agreed.

7. OTHER PROVISIONS

7.1 Amendment or supplementation of the Cooperation agreement

This agreement may be amended or supplemented only with the consent of all affected
parties to the agreement. Such changes in the agreement may not contradict the project plan
as described in the application form. Amendments and supplementations must be furnished
to NER without undue delay.

7.2 Confidentiality

Consortium participants shall treat all information about project results and pre-existing know-
how confidentially unless otherwise agreed between the consortium participants.

The confidentiality requirement that applies to project results and pre-existing know-how shall
cease to apply …… years (please specify) after the project has been completed in
accordance with the Contract or has otherwise been terminated.

The recipient of confidential information shall refrain from disclosing it or using it for any
purposes other than those agreed, and to store the received information in an appropriate
and responsible manner to prevent its disclosure to outsiders.

7.3 Damages and compensation

7.3.1 Each project participant shall be personally liable for any losses or damages that may
arise as a result of his actions.

7.3.2 Each project participant must notify the project manager of any and all claims for
damages or the like brought against the project participant and related to the project
or subprojects thereof.

7.3.3 No project participant shall be liable for any indirect (derivative) losses or damages
that he/she has inflicted on another project participant, unless they are inflicted
intentionally or through gross negligence.

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8. PERIOD OF VALIDITY

This cooperation agreement is valid for the same period of time as the duration of the project.

The assumed and agreed provisions concerning the rights to the project results shall
continue to remain in effect after the expiration of the cooperation agreement.

9. DISPUTES AND CHOICE OF LAW

Attempts shall be made to resolve any disputes by negotiation or voluntary mediation. In the
event such attempts do not success within one month after negotiations have been
requested, the dispute may be brought before ……… district court (in the country of the
project manager).

10. SIGNATURES

This agreement has been signed in …. copies. Each of the parties will keep one copy.

Place and date:

Organisation/institution/company 1 Date of signature Signature

Organisation/institution/company 2 Date of signature Signature

Organisation/institution/company n Date of signature Signature