JOINT AGREEMENT FOR THE ESTABLISHMENT OF A RESEARCH CONSORTIUM (“CONSORTIUM AGREEMENT”) International Livestock Research Institute [Insert Partner name] [Insert Partner name] ILRI Template2018 Joint Agreement for the Establishment of A Research Consortium Page 3 of 14 WHEREAS; THIS AGREEMENT dated [●] of [●] 20[●] establishes the Consortium Principles, common and binding to all Consortium Members. By signing this Agreement the Members signify their joint membership to the Consortium and compliance with the Consortium Principles. The Members will enter into individual research sub-grant agreements with the Lead Partner for the implementation of their individual activities under the Project. The Consortium is led by The International Livestock Research Institute (ILRI) (Lead Partner), an international research institute with headquarters in Nairobi, Kenya P.O Box 30709-00100 Uthiru, Old Naivasha Road and co-hosted by the Government of Ethiopia in Addis Ababa P.O Box 5689, Addis Ababa. ILRI works with partners worldwide to enhance the roles that livestock play in food security and poverty alleviation, principally in Africa and Asia and is a CGIAR Research Center. The Consortium is constituted by the following partner research institutions; [List each Consortium Member and its physical address] Background The parties to this Consortium Agreement wish to collaborate on a research project titled: [“insert full title/description of Project”]. (Annex II: Project Design)The Project is funded by [insert donor] from [insert duration]. There shall be a Project Management Committee (PMC) which will [INSERT FROM PROPOSAL]. The PMC is composed of one representative from each Consortium Member (Annex IV.) The PMC shall meet regularly at times and venues mutually agreeable to discuss or report on progress of the Project. Such meetings may also be held by way of audible and interactive video or teleconference. All significant matters relating to the Project will be decided by unanimous agreement of the PMC [INSERT FROM PROPOSAL] There shall be an External Advisory Committee (EAC) (Annex V) tasked with providing scientific oversight. [INSERT FROM PROPOSAL] The Annexes listed below constitute part of and are integral to this Agreement Annexes: Annex I: Background IP Due Diligence Inventory Annex II: Project Description Annex II: Project IP Assets Inventory Report Form Annex IV: Project Management Committee Annex V: External Advisory Committee Definition of Terms Consortium Principles – These Principles as elaborated in this Agreement [and its annexes/delete if none], constitute the strategy adopted by the Members to govern ownership and management of IP (“the Global Access Strategy”) to harmonise implementation of and to achieve the goals of the Project. Background IP: All technologies (IP) owned or controlled by any Party prior to commencement of the Project and which it contributes to or uses in the course of undertaking the Project (Annex I). Confidential Information: All technical or commercial know-how, specifications, inventions, processes, methods, data, initiatives or other information designated in writing/e-mail as “CONFIDENTIAL”. Global Access: ILRI is committed to the principle of global accessibility of its research outputs as international public goods (IPG) and as a general means to achieve impact in compliance with the CGIAR Principles on the Management of Intellectual Assets (CGIAR IA Principles) and ILRI IA Policy. The parties agree to conduct and manage project research, technologies and information to enable (a) the knowledge gained to be promptly and broadly disseminated and (b) the intended product(s) to be made available and accessible at reasonable cost to people most in need within developing countries. The outputs will also be available to the Parties, National agricultural research system (NARs), extension services, small scale farmers, and other users, across national boundaries including all CGIAR member Centers.. Information Product: peer reviewed journal articles,reports, papers, books, chapters; data, databases; data collection and analysis tools (e.g. models and survey tools); video, audio and images; computer software; web services (e.g. data portals, modeling online platforms); and associated metadata. Intellectual Assets (IAs):. any results or products of R&D activities including knowledge, publications, information products, databases, improved germplasm, technologies, inventions, know-how, processes, software, distinctive signs, whether or not protected by IP Rights. IP Rights: any interest including a license etc.registered/registerable or otherwise existing anywhere in the world, in intellectual property (IP) i.e.patents/applications, copyrights, database rights, trade marks, designs, technologies, information (trade secrets and know how), data or materials Third Party Rights: legal and legitimate interests, IPRs, confidentiality, sensitivity (including price and political information) and privacy obligations of third parties, Farmers’ rights and Traditional Knowledge. Open Access (OA): the immediate, irrevocable, unrestricted and free online access by any user globally to information products and unrestricted reuse of content (subject to appropriate open licenses) in compliance with the CGIAR and ILRI open access policies, subject to proper attribution. Personal Data: means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier i.e. name, ID number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. Project IP: the immediate, irrevocable, unrestricted and free online access by any user globally to information products and unrestricted reuse of content (subject to appropriate open licenses) in compliance with the CGIAR and ILRI open access policies, subject to proper attribution (Annex III) Principle 1. IP Management for Global Access The members are committed to the principles of global accessibility of its research outputs as international pubic goods (IPGs) and as a general means to achieve impact, in line with the CGIAR IA Principles and ILRI IA Policy and any additional Donor requirements, as elaborated hereunder. Global access commitments will survive the term of this Agreement. Each Party (and where applicable, it’s approved subcontractor) retains ownership of its Background IP and agrees to allow royalty-free access to and use of its Background IP by the other Party (and where applicable, it’s approved subcontractor) for purposes of implementing the Project only. Therefore the Members will complete and return to ILRI the Background IP Due Diligence Inventory Form (Annex I) prior to commencement of project activities. Project IP created solely by a Party (or where applicable, its subcontractor) in undertaking the Project shall vest solely in that Party. That Party shall grant the other Party an automatic, perpetual, worldwide, non-exclusive, sub-licensable, royalty-free license to use and make use of such IP for the purposes of Global Access. In the event that the Parties are jointly responsible for generating Project IP (“Joint IP”), this shall vest jointly and equally as Joint Owners. Each Joint Owner shall have an automatic, perpetual world-wide, non-exclusive, royalty-free license including the right to sub-license, in and to the Joint IP, during and after the project while ensuring Global Access. Project IP Asset Inventory Form: Members will keep track of and record Project IP in the form provided (Annex III Project IP Asset Inventory Form). Material Discoveries: The Members agrees to promptly report to the ILRI PI any invention, improvements or modifications made during the course of the Project whether patentable or not. Lab Notebooks: The Parties will use Lab notebooks to keep complete and accurate research records. In the event of patentable Joint IP, the Joint Owners will in deciding whether to protect such Joint IP (e.g. as incentives for potential private sector participation) evaluate whether such protection is necessary to: - a) ensure continued availability of germplasm, vaccines, technology, inventions and innovations to poor farmers and prevent the mis-appropriation of its outputs by third parties for profit making; b) ensure the delivery of improved products and technologies in developing countries; and c) negotiate access to other proprietary Rights and technologies required for product development. In the event of filing patent applications for protection of Joint IP, filing, prosecution and maintenance costs shall be borne by the Project or Joint Owners in equal proportion or as otherwise agreed or to be agreed between the Joint Owners. All parties shall act reasonably in relation to determining the need for and nature and terms of any IPR applications. The Joint Owners shall discuss in good faith and make all reasonable endeavour to reach agreement in relation thereto. If a Joint Owner does not wish to seek protection of the Joint IP, the Party wishing to file for protection may bear the costs associated with filing the application and will be entitled to an assignation of the interest in such Joint IP from that Party who did not wish to protect such Joint IP on terms and conditions to be agreed (all parties acting reasonably).Notwithstanding this, the Joint Owners agree to grant each other on fair and reasonable conditions, the Right of Exploitation to the patentable new knowledge (even where a Party has elected not to be involved in an IPR application in respect of the same). Regardless of ownership or patent protection, Global Access will apply to that Joint IP and patentable new knowledge. Public Private Partnerships (PPPs): ILRI recognizes that product development partnerships may be necessary to achieve impact. In compliance with global access, any licences, limited exclusivity licenses (LEAs) and restricted use agreements (RUAs) entered into with third Members shall comply with the mandatory conditions of Principle 1.13 and 1.14 below. Any deviation from these conditions requires written approval from ILRI. Limited Exclusivity License Agreements (LEAs): The Parties may consider entering into LEAs to develop/commercialize Project IAs only if such exclusivity is: a)necessary for the further improvement of such IAs or to enhance the scale or scope of impact on target beneficiaries; b) as limited as possible in duration, territory and/or field of use, AND provided that the LEA provides that the IAs remain available in all countries; i)for non-commercial research conducted by public sector organizations (“Research Exemption”); and ii)in the event of a national or regional food security emergency for the duration of the emergency (“Emergency Exemption”). Access to third party IAs through Restricted Use License Agreements (RUAs): The Members may obtain restricted licences (eg. to obtain assays for evaluating efficacy of a vaccine) from third parties only if a) to the best of knowledge, equivalent IAs from other sources cannot be acquired under no/less restrictive conditions b)the products/services that are intended to result from the use of such third party IAs will further global access objectives in target countries”; and c) that such third party IAs are only used in relation to and not incorporated into, such intended products/services. MTAs: The Members in implementing the Project undertakes to ensure that materials obtained from a third party are accompanied by a fully signed Material Transfer Agreement. Principle 1 shall survive the expiry or early termination of this Agreement. Principle 2. Publications attribution and acknowledgement Members agree that the Project results will be jointly published under a suitable open access license preferably CC version 4.0 license(https://creativecommons.org/licenses/by/4.0/ ) which encourages unrestricted re-use and adaptation of content. The Members undertake not to submit for publication any manuscripts that would pre-empt either Party’s or the Project’s IPRs or divulge either Party’s confidential information. The publishing party shall provide an advance manuscript at least sixty (60) days in advance of any written submission (abstract or paper) or at least 10 days in advance for oral presentation for review and comment. Attribution & Acknowledgement: The Members will comply with scientific custom for attribution of authorship and acknowledgement, including the [donor (delete donor if they require anonymity)], as appropriate on all published material. Acknowledgement of CGIAR Fund Donors. ILRI thanks all donors that globally support its work through their contributions to the CGIAR System. In compliance with research ethics, personal data shall be anonymized in all publications. Principle 2 shall survive the expiry or earlier termination of this Agreement. Principle 3. Research Data Management The Members agree to establish a data management protocol to ensure data quality in collection, storage, submission, data entry, processing, cleaning, versioning, auditing, security and backup, accessibility and analysis etc. ILRI shall use its best efforts to ensure Members complies with the protocol and may take over the data management activities including the associated budget to ensure compliance with the ILRI Research Data management and Sharing: Implementation Guidelines. Members agree that raw datasets incorporating research participant identification and/or confidential information may only be shared with a Third Party upon execution of a Non-Disclosure Data Sharing Agreement. The Members shall respect the non-disclosure conditions of the consent obtained from research participants and shall NOT disclose such confidential data to any third party Metadata: All information products shall be accompanied with minimum metadata. Principle 3 shall survive the expiry or earlier termination of this Agreement. Principle 4. Confidential Information & Data Privacy The Members agree that all information designated ‘Confidential’ shall be held in confidence and not disclosed or communicated except to their employees, agents and consultants for purposes of the Project, and who shall be informed of its confidential nature and directed as such, failure of which constitutes breach by such party. Disclosure required by any statutory/regulatory authority in accordance with any applicable law or under orders of any Court of Law is permitted. Personal Data: ILRI’s data privacy practices are governed by its Data Protection and Privacy Policy which aligns with the EU General Data Protection Regulations (GDPR). The Partner shall adopt similar or comparable data protection and privacy standards. These confidentiality obligations survive the termination or expiry of this Agreement. Principle 5. Open Access: Information Products ILRI is committed to global accessibility of its Publications, data, audiovisual materials and all information products as international public goods (IPGs) in line with CGIAR and ILRI open access policies ALWAYS subject to the legal rights and legitimate interests of stakeholders and third parties including IPRs, confidentiality, sensitivity (including price and politically-sensitive information), farmers’ rights, privacy and research ethics; as follows:- publishing under creative commons licenses or open access journals or depositing non-data research in the ILRI Open access repository CGSpace; and publishing video, photographs and other multimedia through appropriate other platforms or depositing data in the ILRI data portal depositing software and source code in GitHub; The Members may use their own repository which must comply with minimum standards of online accessibility, discovery and interoperability. Otherwise the ILRI Repositories at 5.1 above will be used. The Members agree that complete Information Products will be deposited promptly as follows: Peer-reviewed journal articles: in a suitable repository and made OA as soon as possible, ideally at the time of publication, and no later than 6 months from the date of publication OR if in a closed access journal, self-archiving in an OA repository a digital version of the final accepted manuscript (the “postprint” version) Reports, conference papers, policy briefs, working papers: in suitable repositories and made OA as soon as possible or within 3 months of completion. Books and book chapters: full digital version shall be made OA as soon as possible after publication and in any event within 6 months, through self-archiving or other suitable arrangement. Data and databases: including any relevant data collection and analysis tools shall, subject to any additional donor requirements, in a suitable repository and made OA as soon as possible or within 12 months of completion of the data collection or appropriate project milestone, or within 6 months of publication of the information products underpinned by that data, whichever is sooner. Video, audio and images: Complete final digital versions must be stored appropriately and made OA within 3 months of their completion. Computer software: if developed internally, the associated source code must be deposited in a free/open software archive upon completion and access granted under appropriate cc license. Metadata: in a suitable repository before or on publication of the information product. Where an information product is not deposited in a suitable repository, the deposited metadata must include a link to the information. Principle 6. Publicity In compliance with the Donor requirements, the Members shall not make any statement or otherwise imply to donors, investors, media or the general public that the donor directly funds the activities under this Agreement. [DELETE IF NOT APPLICABLE ] Neither Party shall use the name or logo of the other/its employees [INCLUDE DONOR IF APPLICABLE] in any publicity, advertising or news release without the prior written approval of the other Party. Principle 7. Dispute Resolution This Agreement is governed by the Laws of Kenya and general principles of contract under Common Laws. The Members shall use their best efforts to resolve any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, by negotiation. If the Members cannot resolve a dispute, they will agree to request that a qualified third-party mediator be appointed. The identity of the mediator shall be mutually agreed. Any resolution reached through mediation will be based on consensus of the [Program Management Committee if any/designated project supervision body] based on an agenda item properly tabled for decision before the [Program Management Committee if any/designated project supervision body] and affirmative written consent of any Member of the supervisory body not present or electronically by affirmative written consent of each Member of the supervisory body. This Agreement may be executed in separate counterparts by each of the Members, and each such counterpart, when so executed, shall be an original. Such counterparts shall together constitute one and the same instrument. THE PARTIES BY SIGNING THROUGH THEIR LEGALLY AUTHORIZED REPRESENTATIVES, signify their agreement to be legally bound by the terms and conditions set out in this Agreement and its Annexes. ANNEXES I TO IV & SIGNATURE PAGES FOLLOW IN WITNESS WHEREOF the Party has caused this Consortium Agreement to be duly signed by the undersigned authorised representative: Authorised to sign on behalf of Name of Partner Institution Name and Title representative name, representative position Signature: Date: IN WITNESS WHEREOF the Party has caused this Consortium Agreement to be duly signed by the undersigned authorised representative: Authorised to sign on behalf of Name of Partner Institution Name and Title representative name, representative position Signature: Date: IN WITNESS WHEREOF the Party has caused this Consortium Agreement to be duly signed by the undersigned authorised representative: Authorised to sign on behalf of Name of Partner Institution Name and Title representative name, representative position Signature: Date: Annex I: PROJECT BACKGROUND IP DUE DILIGENCE INVENTORY FORM (To be completed by Partner PI) Purpose: to identify and record Background IP prior to commencement of project activities, any restrictions or encumbrances that may hinder its incorporation into or use in the Project and identify measures to secure the required rights for use in the Project. Background IP definition: all technologies (IP) owned/controlled by any Party prior to commencement of the Project and which it contributes to or uses in the course of undertaking the Project. Name of PI: ______________________ Institution: _____________________ Date : ______________ *Please complete ALL the sections in detail or indicate NOT APPLICABLE where appropriate. Examples are provided to guide you. Background IP Source Owner of the IP IP Rights Owned by Owner Do you have permission/ freedom to use it? LIST ALL TECHNOLOGIES [eg. an analytics system] [eg. private company] [eg.XYZ technologies Ltd.] [eg. U.S. Patent No.xxx ; Trademark xxx] [eg. the technology is fully owned by XYZ, we have a license to use (dated__valid till__) for non-commercial purposes with no restrictions.] LIST ALL PRODUCTS OR PROCESSES [e.g Microorganisms, DNA, gene constructs/method of gene transformation] [eg.purchased from company xxx] [eg. ABC Company] [Eg. U.S. Patent No.xxx / EP Patent No. xxxxx] [License to use dated___/Yes no restrictions must acknowledge ABC Company in public disclosures] LIST ALL GENETIC MATERIALS [eg. XYZ University] [eg. XYZ University] [yes, the material] [eg. MTA signed, permission required to share it]. LIST ALL SOFTWARE, APPLICATIONS & CODE, VIDEO, AUDIO OR IMAGES (photos) [e.g computer code to analyse data] [eg. XYZ University] [eg. XYZ University] [Eg. Copyright] [Eg. CC licence non-exclusive, non-commercial share alike] LIST ALL DATA [eg. data collected from farmers or a database] [eg. national research institute, Ethiopian farmers] [eg. national research institute, company x owns database, from a publication] [eg. provided under confidentiality agreement/data sharing agreement/joint research] [eg. some of it is public/confidential/prior authorization required/was obtained without prior consent] 6. Provide any additional information regarding your background IP that may hinder the publication of the Project’s results or the distribution of products as global public goods. - - NB: As required by the Project’s Global Access Strategy, a Project IP Inventory Form is provided (Annex 6) to record and report all research outputs generated by the Project. Annex II: Project Description Annex III: Project IP Assets Inventory Form To be completed by the Project Team in the course of the Project and submitted to ILRI by email. Dated as of this xxxxxx Purpose: to identify and track data on and status of Project IP (all technologies, products, processes, genetic materials, software, data, publications, generated by the Project and/or its subcontractor(s).Please complete or indicate not applicable as appropriate. Project Details: Project Title & code List all Collaborators [ describe the nature of the relationship briefly) Geographical location(s) of project Project Duration Donor Is the Project IP linked to any of the following Agreements whether past or currently under negotiation (or reasonably anticipated to be negotiated)? Material Transfer Agreement Yes |_| No |_| Licence Agreement Yes |_| No |_| Consultancy Contract Yes |_| No |_| Provision of Equipment Yes |_| No |_| Software Licence/open source Yes |_| No |_| Data Sharing Agreement Yes |_| No |_| Confidentiality Agreement Yes |_| No |_| Distribution Agreements Yes |_| No |_| Government contracts Yes |_| No |_| Employment Agreements Yes |_| No |_| Joint Development Agreements Yes |_| No |_| Technology Transfer Agreements Yes |_| No |_| Contractors Yes |_| No |_| If YES to any of the above, please provide details on:- The IP being acquired by the Project Do you own the IP being developed under the Agreement (YES/NO); who owns it? Identify Project IP: Project IP Indicate if any of the technologies/materials/tools used to develop the Project IP is owned by a third party under eg. confidentiality agreements, traditional knowledge, proprietary information, software, products, processes or protected IP, licenses owned by third parties] LIST ALL NEW TECHNOLOGIES/ INNOVATIONS/IMPROVED PRODUCTS OR PROCESSES developed or under development LIST ALL IMPROVEMENTS TO GENETIC MATERIALS LIST ALL INFORMATION PRODUCTS peer reviewed journal articles,reports, papers, books, chapters; data, databases; data collection and analysis tools (e.g. models and survey tools); video, audio and images; computer software; web services (e.g. data portals, modeling online platforms); and associated metadata] Describe the anticipated approach to furthering the Global Access objective of ensuring that the intended product(s) be made available and accessible at reasonable cost to target beneficiaries, beyond the close of the Project, including whether the Project envisages applying for IP protection (patents, trademarks, PVPs) If any regulatory approval is required for dissemination of the project outputs, confirm and explain the specific steps required. Any relevant additional details that may affect the Project‘s ability to proceed with the research, development and commercialization of project outputs. - - - Please send this completed Form to the ILRI PMO Annex IV: Project Management Committee Annex V: External Advisory Committee