Group 2: legal aspects

Starting topics

A

• Different contract types?
• Bilateral vs. multilateral
• Problem: ERIC --> solution? VAT, geographical return
• In-kind and in cash procurement rules

B (not addressed)

• Handling disputes
• The place of trust in in-kind
• What do we do when it goes wrong --> sacking partners

C

• Acceptance process (see also: group 4)
• Warranty on components
• Ownership

D

• Open science
• Protection of intellectual property on technologies

Main results

Three themes

• A: ERIC and VAT
• C: Acceptance and warranty
• D: Open science and intellectual property

Session 1 - protocol (disappeared)

Group members: Kati, Miloš, Ghislaine, Valentin, Stéphane, Cécile, Sabrina

Key words:

Background work

A. ERIC and VAT

Pros and cons of ERIC https://en.wikipedia.org/wiki/European_Research_Infrastructure_Consortium

Pro	Con
Own procurement rules	Bureaucracy
Ease procurement process	What is the future of ERICs?
Increase visibility (status)
Common and structured legal framework for members and organisation
VAT exemption

• VAT exposure for in-kind partners in their own country?
• VAT exposure for in-kind partner delivering to another EU country?

Refer to working paper 946: "Value added tax committee of EU commission - application of EU VAT provisions - exceptions granted to member of ERIC" (see attachment to this page)

A. Different contract types for in-kind

Type/name/semantics irrelevant (e.g. "collaboration", "cooperation").

Things to think about:

• Substance/content of contract
• Clear scope of work (legal and technical)
• Consider all parties
• Consider where responsibilities touch/overlap/don't meet up
• IPR
• Liability
• Termination
• Risk assessment (tecchnical, contractual)
• Content of contract can be gonerned by EU/country legislation --> CISG (UN rules) https://en.wikipedia.org/wiki/United_Nations_Convention_on_Contracts_for_the_International_Sale_of_Goods covers delivery of goods only -->material in-kind only.

B: Not addressed

C: Warranty and acceptance

Warranty

Note: define beforehand with parties the start of the warranty period (e.g. from start of linac), length of warranty period.

COTS (commercial off-the-shelf) components considerations:

• Can you get manufacturer/sub-contractor warranty?
• What are warranty terms and conditions (repair, replace, exc[illegible])?
• What is the length and starting point of warranty at no extra cost
• Extended warranty?

Extra consiterations for IKC:

• Who is responsible for what?
• what cover/warranty can be achieved (discussion with procurement team)?
• Use existing warranties
• Consider delays / phase zero use.

Acceptance

• Acceptance is a process --> long event, not single time event
• Acceptance must satisty stakeholders' needs
• Must have clear steps and a final "OK"

Acceptance proceedure is a process in stages. Define acceptance criteria for all stages. Decision points for technical acceptance steps could be:

Accept	unconditional
Accept	conditional
Reject	redo
Reject	modify

Frequent crossover between legal, technical and other responsibilities in acceptance.

Lesson learned: make sure only the highest instance can sign an acceptance. Scientists will sign anything!

Formalise decisions in contract:

• What documentation?
• Who signs?
• What does document state?

Legak consequences of final acceptance:

• Start of warranty period?
• Transfer of ownership?
• In-Kind crediting
• Contract management
• -->exit

D: Open source and Intellectual property rights (IPR)

General principles: ownership, access rights, rights of use.

Case specific:

• SW (licence agreement)
• Confidential info
• Open- source --> regulated licence --> licence terms
• Am I allowed to publish? Am I obliged to publish? Do I want to?
• Dual-use

Structure of IKCA

-- SoniaUtermann - 2018-05-14

• 946_-_COM_Question_on_ERIC_-_follow-up.pdf: VAT_and_ERIC