Framework Partnership Agreement number: [insert number and acronym]
EASME Model Grant Agreements: EEN FPA — Multi: September 2014
/ EUROPEAN COMMISSIONExecutive Agency for Small and Medium-sized Enterprises (EASME)
Director
EASME MULTI-PARTNER MODEL FRAMEWORK PARTNERSHIP AGREEMENT FOR THE ENTERPRISE EUROPE NETWORK (EEN FPA — MULTI)
Ø Footnotes in blue will not appear in the text generated by the IT system for (since they are internal instructions only).
Ø For options [in italics, in square brackets]: the applicable option must be chosen in the IT system. Options not chosen will automatically either not appear or appear as ‘not applicable’. Options chosen will appear in italics without brackets and without the Option title (to allow beneficiaries to easily spot that a specific rule applies).
Ø For fields in [grey in square brackets] (even if they are part of an option as specified in the previous item): enter the appropriate data in the IT system.
Ø The IT system will generate a data sheet confirming the options chosen and the data entered.
FRAMEWORK PARTNERSHIP AGREEMENT
NUMBER [insert number] — [Enterprise Europe Network (EEN)]
This ‘Framework Partnership Agreement’ is between the following parties:
on the one part,
the Executive Agency for Small and Medium-sized Enterprises (EASME) (‘the Agency’), under the powers delegated by the European Commission (‘the Commission’), represented for the purposes of signature of this Framework Partnership Agreement by Mr. Patrick LAMBERT, Director, or his duly authorised representative[1],
and
on the other part,
1. ‘the coordinator’:
[full official name (short name)][legal form] [official registration No] established in [official address in full] [VAT number], represented for the purposes of signing the Framework Partnership Agreement by [function, forename and surname]
and the following other partners if they have signed their ‘Accession Form’ (see Annex 3 and Article 55):
2. [full official name] [short name] [legal form] [official registration No] [official address in full] [VAT number].
[same for each partner]
Unless otherwise specified, references to ‘partner’ or ‘partners’ include the coordinator.
The parties referred to above have agreed to enter into the Framework Partnership Agreement under the terms and conditions below.
The Framework Partnership Agreement is composed of:
Terms and Conditions
Annex 1 Implementation Strategy[2]
Annex 2 a Model Specific Agreement for COSME EEN actions
Annex 1 Description of the specific action
Annex 2 Estimated budget for the specific action
Annex 3 Model for the financial statements
Annex 4 Model for the certificate on the financial statements
Annex 2 b Model Specific Agreement for Horizon 2020 EEN actions
Annex 1 Description of the specific action
Annex 2 Estimated budget for the specific action
Annex 3 Model for the financial statements
Annex 4 Model for the certificate on the financial statements
Annex 3 Accession Forms
[OPTION to be used if Article 19 applies and if joint and several liability has been requested by the Agency: 3a Declaration on joint and several liability of linked third parties][3]
Annex 4 Model for the certificate on the methodology
TERMS AND CONDITIONS
TABLE OF CONTENTS
CHAPTER 1 GENERAL 7
ARTICLE 1 — SUBJECT MATTER OF THE AGREEMENT 7
CHAPTER 2 FRAMEWORK PARTNERSHIP 7
ARTICLE 2 — IMPLEMENTATION STRATEGY — AWARD OF SPECIFIC GRANTS — SPECIFIC AGREEMENTS 7
2.1 Implementation strategy 7
2.2 Award of specific grants for specific actions — Specific Agreements 7
ARTICLE 3 — DURATION AND STARTING DATE OF THE FRAMEWORK PARTERNSHIP 8
ARTICLE 4 — RIGHTS AND OBLIGATIONS UNDER THE FRAMEWORK PARTNERSHIP 8
4.1 Obligation to properly implement the framework partnership 8
4.2 Consortium agreement 8
ARTICLE 5 — SUSPENSION OF FRAMEWORK PARTNERSHIP IMPLEMENTATION 9
ARTICLE 6 — TERMINATION OF THE FRAMEWORK PARTNERSHIP AGREEMENT OR OF PARTICIPATION OF ONE OR MORE PARTNERS 9
6.1 Termination of the Agreement 9
6.2 Termination of the participation of one or more partners 10
CHAPTER 3 SPECIFIC GRANTS 10
SECTION 1 SPECIFIC ACTIONS 10
ARTICLE 7 — SPECIFIC ACTIONS TO BE IMPLEMENTED 10
ARTICLE 8 — DURATION OF THE SPECIFIC ACTIONS 10
ARTICLE 9 — ESTIMATED BUDGET AND BUDGET TRANSFERS 10
9.1 Estimated budget 10
9.2 Budget transfers 10
SECTION 2 SPECIFIC GRANTS 11
ARTICLE 10 — GRANT AMOUNT, FORM OF GRANT, REIMBURSEMENT RATES AND FORMS OF COSTS 11
10.1 Maximum grant amount 11
10.2 Form of grant, reimbursement rates and form(s) of costs 11
10.3 Final grant amount — Calculation 11
ARTICLE 11 — ELIGIBLE AND INELIGIBLE COSTS 11
11.1 Eligible costs 11
11.2 Ineligible costs 12
11.3 Consequences of declaration of ineligible costs 12
SECTION 3 RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THE SPECIFIC GRANTS 12
SUBSECTION 1 RIGHTS AND OBLIGATIONS RELATED TO IMPLEMENTING THE SPECIFIC ACTIONS 12
ARTICLE 12 — GENERAL OBLIGATION TO PROPERLY IMPLEMENT THE SPECIFIC ACTIONS 12
12.1 General obligation to properly implement the actions 12
12.2 Consequences of non-compliance 12
ARTICLE 13 — RESOURCES TO IMPLEMENT THE SPECIFIC ACTIONS — THIRD PARTIES INVOLVED IN THE SPECIFIC ACTIONS 12
ARTICLE 14 — IMPLEMENTATION OF ACTION TASKS BY PARTNERS NOT RECEIVING EU FUNDING 12
ARTICLE 15 — PURCHASE OF GOODS, WORKS OR SERVICES 13
ARTICLE 16 — USE OF IN-KIND CONTRIBUTIONS PROVIDED BY THIRD PARTIES AGAINST PAYMENT 13
ARTICLE 17 — USE OF IN-KIND CONTRIBUTIONS PROVIDED BY THIRD PARTIES FREE OF CHARGE 13
ARTICLE 18 — IMPLEMENTATION OF ACTION TASKS BY SUBCONTRACTORS 13
ARTICLE 19 — IMPLEMENTATION OF ACTION TASKS BY LINKED THIRD PARTIES 13
ARTICLE 20 — FINANCIAL SUPPORT TO THIRD PARTIES 13
ARTICLE 21 — PROVISION OF TRANS-NATIONAL OR VIRTUAL ACCESS TO RESEARCH INFRASTRUCTURES 14
ARTICLE 22 — SUPPORT TO OR IMPLEMENTATION OF TRANS-NATIONAL PROJECTS 14
SUBSECTION 2 RIGHTS AND OBLIGATIONS RELATED TO THE GRANT ADMINISTRATION
14
ARTICLE 23 — GENERAL OBLIGATION TO INFORM 14
23.1 General obligation to provide information upon request 14
23.2 Obligation to keep information up to date and to inform about events and circumstances likely to affect the Agreements 14
23.3 Consequences of non-compliance 15
ARTICLE 24 — KEEPING RECORDS — SUPPORTING DOCUMENTATION 15
24.1 Obligation to keep records and other supporting documentation 15
24.2 Consequences of non-compliance 17
ARTICLE 25 — SUBMISSION OF DELIVERABLES 17
ARTICLE 26 — REPORTING — PAYMENT REQUESTS 17
ARTICLE 27 — PAYMENTS AND PAYMENT ARRANGEMENTS 17
ARTICLE 28 — CHECKS, REVIEWS, AUDITS AND INVESTIGATIONS — EXTENSION OF FINDINGS 17
28.1 Checks, reviews and audits by the Agency and the Commission 17
28.2 Investigations by OLAF 20
28.3 Checks and audits by the European Court of Auditors (ECA) 20
28.4 Checks, reviews, audits and investigations for international organisations 20
28.5 Consequences of findings in checks, reviews, audits and investigations —Extension of findings 20
28.6 Consequences of non-compliance 22
ARTICLE 29 — EVALUATION OF THE IMPACT OF THE SPECIFIC ACTIONS 22
29.1 Right to evaluate the impact of the specific actions 22
29.2 Consequences of non-compliance 23
SUBSECTION 3 RIGHTS AND OBLIGATIONS RELATED TO PRE-EXISTING RIGHTS (BACKGROUND) AND RESULTS OF THE SPECIFIC ACTIONS 23
ARTICLE 30 — PRE-EXISTING RIGHTS (BACKGROUND) AND OWNERSHIP OF THE RESULTS (INCLUDING INTELLECTUAL PROPERTY RIGHTS) 23
SUBSECTION 4 OTHER RIGHTS AND OBLIGATIONS 23
ARTICLE 31 — RECRUITMENT AND WORKING CONDITIONS FOR RESEARCHERS 23
ARTICLE 32 — GENDER EQUALITY 23
ARTICLE 33 — ETHICS 23
ARTICLE 34 — CONFLICT OF INTERESTS 24
34.1 Obligation to avoid a conflict of interests 24
34.2 Consequences of non-compliance 24
ARTICLE 35 — CONFIDENTIALITY 24
ARTICLE 36 — SECURITY-RELATED OBLIGATIONS 24
ARTICLE 37 — PROMOTING THE ACTION — VISIBILITY OF EU FUNDING 24
37.1 Communication activities by partners 24
37.2 Communication activities by the Agency 25
37.3 Consequences of non-compliance 26
ARTICLE 38 — PROCESSING OF PERSONAL DATA 26
38.1 Processing of personal data by the Agency and the Commission 27
38.2 Processing of personal data by the partners 27
38.3 Consequences of non-compliance 27
ARTICLE 39 — ASSIGNMENTS OF CLAIMS FOR PAYMENT AGAINST THE AGENCY 27
SECTION 4 DIVISION OF PARTNERS’ ROLES AND RESPONSIBILITIES 28
ARTICLE 40 — DIVISION OF PARTNERS’ ROLES AND RESPONSIBILITIES 28
40.1 Roles and responsibilities towards the Agency 28
40.2 Internal division of roles and responsibilities 28
40.3 Internal arrangements — Consortium agreement 29
SECTION 5 REJECTION OF COSTS — REDUCTION OF THE GRANT — RECOVERY — PENALTIES — DAMAGES — SUSPENSION — TERMINATION — FORCE MAJEURE 29
SUBSECTION 1 REJECTION OF COSTS — REDUCTION OF THE GRANT — RECOVERY — PENALTIES 29
ARTICLE 41 — REJECTION OF INELIGIBLE COSTS 29
41.1 Conditions 29
41.2 Ineligible costs to be rejected — Calculation — Procedure 30
41.3 Effects 30
ARTICLE 42 — REDUCTION OF THE GRANT 30
42.1 Conditions 30
42.2 Amount to be reduced — Calculation — Procedure 30
42.3 Effects 31
ARTICLE 43 — RECOVERY OF UNDUE AMOUNTS 31
ARTICLE 44 — ADMINISTRATIVE AND FINANCIAL PENALTIES 31
44.1 Conditions 31
44.2 Duration — Amount of penalty — Calculation 32
44.3 Procedure 32
SUBSECTION 2 LIABILITY FOR DAMAGES 33
ARTICLE 45 — LIABILITY FOR DAMAGES 33
45.1 Liability of the Agency 33
45.2 Liability of the partners 33
SUBSECTION 3 SUSPENSION AND TERMINATION 34
ARTICLE 46 — SUSPENSION OF PAYMENT DEADLINE 34
46.1 Conditions 34
46.2 Procedure 35
ARTICLE 47 — SUSPENSION OF PAYMENTS 35
47.1 Conditions 35
47.2 Procedure 35
ARTICLE 48 — SUSPENSION OF THE ACTION IMPLEMENTATION 36
48.1 Suspension of the action implementation, by the partners 36
48.2 Suspension of the action implementation, by the Agency 36
ARTICLE 49 — TERMINATION OF THE SPECIFIC AGREEMENT OR OF THE PARTICIPATION OF ONE OR MORE PARTNERS 37
49.1 Termination of the Specific Agreement, by the partners 37
49.2 Termination of the participation of one or more partners, by the partners 38
49.3 Termination of the Specific Agreement or the participation of one or more partners, by the Agency 39
SUBSECTION 4 FORCE MAJEURE 41
ARTICLE 50 — FORCE MAJEURE 41
CHAPTER 4 FINAL PROVISIONS 42
ARTICLE 51 — COMMUNICATIONS BETWEEN THE PARTIES 42
51.1 Form and means of communications 42
51.2 Date of communications 43
51.3 Addresses for communication 43
ARTICLE 52 — INTERPRETATION OF THE FRAMEWORK PARTNERSHIP AGREEMENT AND THE SPECIFIC AGREEMENTS 44
52.1 Precedence of the Terms and Conditions over the Annexes 44
52.2 Precedence of the Terms and Conditions of the Specific Agreements over the Framework Partnership Agreement 44
ARTICLE 53 — CALCULATION OF PERIODS, DATES AND DEADLINES 44
ARTICLE 54 — AMENDMENTS TO THE FRAMEWORK PARTNERSHIP AGREEMENT AND THE SPECIFIC AGREEMENTS 44
54.1 Conditions 44
54.2 Procedure 44
ARTICLE 55 — ACCESSION TO THE FRAMEWORK PARTNERSHIP AGREEMENT AND THE SPECIFIC AGREEMENTS 45
55.1 Accession of the partners mentioned in the preamble 45
55.2 Addition of new partners 46
ARTICLE 56 — APPLICABLE LAW AND SETTLEMENT OF DISPUTES 46
56.1 Applicable law 46
56.2 Dispute settlement 46
ARTICLE 57 — ENTRY INTO FORCE OF THE FRAMEWORK PARTNERSHIP AGREEMENT 47
CHAPTER 1 GENERAL
ARTICLE 1 — SUBJECT MATTER OF THE AGREEMENT
This Agreement establishes a long term cooperation with the Enterprise Europe Network (‘framework partnership’) and sets out its terms and conditions and the general terms and conditions and rights and obligations applicable to the specific grants that may be awarded by the Agency, for the specific actions under the framework partnership.
CHAPTER 2 FRAMEWORK PARTNERSHIP
ARTICLE 2 — IMPLEMENTATION STRATEGY — AWARD OF SPECIFIC GRANTS — SPECIFIC AGREEMENTS
2.1 Implementation strategy
The objectives and activities under the framework partnership are set out in the ‘implementation strategy’ in Annex 1.
2.2 Award of specific grants for specific actions — Specific Agreements
The Agency may award ‘specific grants’ under the Horizon 2020 and COSME programmes, for EEN actions to be implemented under the framework partnership (‘specific actions’).
In order to obtain proposals for specific grants, the Agency will consult the partners on the basis of an invitation to submit a proposal that sets out the award criteria it will apply. This invitation will be open to all the partners for which this type of activity is included in the implementation strategy (see Annex 1) and who have signed a Framework Partnership Agreement. The partners are not obliged to respond to such invitations and may choose not to submit any proposal.
The Agency will decide on the award of the specific grants following an evaluation of the proposal.
If the Agency decides to award a specific grant, it will propose the partners to conclude a ‘Specific Agreement (EEN SGA)’ (see Annexes 2a and 2b).
By entering into the Specific Agreement, the partners accept the specific grant and agree to implement the specific action under their own responsibility and in accordance with the Framework Partnership Agreement and this Specific Agreement, with all the obligations and conditions they set out.
Specific Agreements must be concluded before the end of the framework partnership (see Article 3).
After the end of the framework partnership or its termination, the Framework Partnership Agreement continues to apply to specific actions that are implemented under Specific Agreements which have entered into force before end of the duration.
ARTICLE 3 — DURATION AND STARTING DATE OF THE FRAMEWORK PARTERNSHIP
The Framework Partnership Agreement shall be concluded for a period of 72 months (6 years), from its entry into force (see Article 57). This period cannot be extended.
ARTICLE 4 — RIGHTS AND OBLIGATIONS UNDER THE FRAMEWORK PARTNERSHIP
4.1 Obligation to properly implement the framework partnership
The partners must respect the objectives of the framework partnership and implement it as described in Annex 1 and endeavour to achieve those objectives also in the specific actions.
The partners must maintain relations of mutual co-operation and regular and transparent exchanges of information with the Agency on:
- the implementation and follow-up of the implementation strategy and the specific grants and
- other matters of common interest related to the Framework Partnership Agreement.
4.2 Consortium agreement
The partners must implement the framework partnership in compliance with Articles 34, 35, 37, 38, 45 — mutatis mutandis.
The partners must have internal arrangements regarding their operation and co-ordination to ensure that the framework partnership and the specific actions are implemented properly. These internal arrangements must be set out in a written ‘consortium agreement’ between the partners, which may cover: