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This section documents all questions that have been asked during the Open Market Consultation and their respective answers.
Download the ProEmpower Open Market Consultation FAQ list here.
Please note that the answers provided are only meant as a guidance for interested parties. They are not legally binding in any way. The only binding documentation is the tender documentation in January 2018.
Last update: 07.07.2017
DRAFT provisions from the ProEmpower Framework Agreement:
Ownership of Pre-existing Intellectual Property Rights IPR remains with the organisation that provide them. Ownership of Sideground IPR remains the property of the organisation which generates it.
The Contractor grants the Parties herewith access, at no charge, to all Background and Sideground necessary to carry out the tasks assigned to the respective Party in the ProEmpower Grant Agreement.
The Contractor grants the Buyers Group herewith access, at the prices specified in the Tender or, should no specification be made and no written agreement reached, at no charge, to all Background and Sideground necessary to exploit Results whose ownership has transferred to the Buyers Group.
The Contractor grants each Member of the Buyers Group herewith access, at the prices specified in the Tender or in a Specific Contract, or, should no specification be made and no written agreement reached, at no charge, to all Background and Sideground necessary to use the Results for the purposes of that Member.
The Contractor shall provide in the Tender a complete list of Background and planned Sideground for implementation, exploitation and use, (the List) shall maintain the List throughout the performance of this agreement, shall make the List available to all Parties, and shall notify the Buyers Group immediately of any addition to or deletion from the List.
The Contractor shall not, without the express prior written agreement of the Buyers Group, generate Results whose exploitation or use relies on access to IPR not owned by the Contractor, or requires access to other rights not owned by the Contractor.
The Contractor owns the Results generated by the activities of the Contractor.
The Contractor shall take appropriate measures to protect its Results and bear the costs associated with this.
The Contractor shall inform the Buyers Group of all Results that can be exploited, regardless of whether they can be protected or not, without delay and at the latest within ninety (90) days from when they are generated (Protection Deadline). The information submitted by the Contractor to the Buyers Group shall contain a clear description of the Results, of their possible exploitation and of the measures taken to protect them.
In respect of any Result of which the Buyers Group is not informed or which is not protected on expiry of the Protection Deadline, the Buyers Group has the right to require that ownership of the Result be transferred to them.
The Contractor herewith grants to each member of the Buyers Group irrevocable, royalty-free, non-exclusive, world-wide access rights to use the Results for their own purposes.
Access to Foreground, Sideground and Background is to include full documentation, comprising all information required for appropriately qualified personnel not taking part in the PCP implementation to be able to use these autonomously (without assistance by the contractor). Full documentation of the Results of phase 3 shall allow such qualified personnel autonomously to directly implement a system conforming to the specification of the phase 3 prototype. For the avoidance of doubt, full documentation for software includes source code and full documentation of any Result containing or using software includes all necessary software parts usable by such qualified personnel.
The access rights to Results that rely on access to rights not owned by the Contractor may be limited in time, provided such limit is contained in the written agreement with the Buyers Group reached to permit their generation.
· The Lead Procurer may require the Contractor to grant non-exclusive licenses to any party including a Third Party to exploit the Results under Fair and Reasonable Conditions (without the right to sub-license).
· The Lead Procurer may grant royalty-free access to Results to any party including a Third Party for the implementation of the PCP.
The Contractors may grant non-exclusive licenses to any party including a Third Party to exploit the Results (or otherwise give the right to exploit them) unless this would impede the access of the Buyers Group or rights have been transferred to another party pursuant to Article 8 or otherwise under this agreement.
The Contractor may transfer ownership of the Results to any party including a Third Party provided that
the new owner is adequately bound to meet all obligations of the Contractor under this agreement and any Specific Contract in respect of the Results concerned, including the obligation to bind any subsequent owner to those obligations; and
the Contractor has given the Buyers Group at least ninety (90) days advance notice of the intention to transfer ownership along with sufficient information on the new owner to enable the members of the Buyers Group to assess any effects on their access rights; and
no objection is raised by any member of the Buyers Group within forty-five (45) days of receiving notification which shows that the transfer would adversely affect its access rights.