technology transfer via multinational application

TETRAMAX-BILATERAL-TTX-4: TTX funding agreement [insert TTX short name]

TETRAMAX final TTX funding agreement model as of 23 August 2019 1

TEchnology TRAnsfer via Multinational Application eXperiments TETRAMAX

Grant Agreement 761349

Innovation Action

Call Reference N°: H2020-ICT-04-2017 H2020 ICT 2016-2 associated with document ARES (2017)2710277 – 30.05.2017

Bilateral Technology Transfer Experiments (TTX) Call 4

Call identifier: TETRAMAX-BILATERAL-TTX-4

Financial Support to Third Parties

TTX funding agreement Insert TTX short name

xx.xx.xx



This TTX funding agreement (hereinafter referred to as ‘the Agreement’) is between the following

parties:

on the one part, RHEINISCH-WESTFAELISCHE TECHNISCHE HOCHSCHULE AACHEN (RWTH), a higher education university organised under the laws of Germany, established in Templergraben 55, Aachen 52062, Germany, VAT number: DE121689807, duly represented for the purposes of signing the Agreement by the Rector, Dr. rer. nat. Dr. h. c. mult., Universitätsprofessor Ulrich Rüdiger, hereinafter referred as the Cascading Partner and acting as Coordinator of the Innovation Action “Technology TRAnsfer via Multinational eXperiments” (hereinafter referred to as “TETRAMAX”) and representing the TETRAMAX consortium members (see Annex 10) and on the other part, [ACADEMIC_ORGANISATION_NAME], a (…) organized under the laws of [COUNTRY], established in [LEGAL_ADDRESS], with VAT nr [VAT_NUMBER], duly represented by [LEGAL_REPRESENTATIVE], [LEGAL_REPRESENTATIVE_POSITION], hereinafter referred to as the Selected Third Party, and [ORGANISATION_NAME], a private law company organized under the laws of [COUNTRY], established in [LEGAL_ADDRESS], with VAT nr [VAT_NUMBER], duly represented by [LEGAL_REPRESENTATIVE], [LEGAL_REPRESENTATIVE_POSITION], hereinafter referred to as the Selected Third Party, hereinafter collectively also referred to as the “Selected Third Parties”. HAVE AGREED to enter into the Agreement under the terms and conditions set below. By signing the Agreement, the Selected Third Parties accept to implement their Experiment under their own responsibility and in accordance with this Agreement and its Annexes, with all obligations and conditions it sets out. The Agreement is composed of the following sections:

Preamble Definitions Terms and Conditions TETRAMAX consortium members ANNEX 1: Description of the Technology Transfer Experiment ANNEX 2: Estimated budget for the Experiment broken down for each Selected Third Party ANNEX 3: Template final report including the cost report ANNEX 4: Template Request for down payment (for all Selected Third Parties) ANNEX 5: Template Request for the interim payment (for all Selected Third Parties except

SMEs) ANNEX 6: Template Request for the final payment of the balance (for all Selected Third Parties

except SMEs) ANNEX 7: Template Request for the final payment of the balance (for SMEs only) Entry into force - signatures



Table of contents A Preamble ................................................................................................................................ 4 B Definitions .............................................................................................................................. 5 C Terms and Conditions ............................................................................................................ 6

1. Subject of the Agreement .............................................................................................. 6 2. Eligibility conditions ....................................................................................................... 6 3. Estimated budget for the Experiment ............................................................................ 7 4. Maximum Financial Support and reimbursement rates ................................................ 7 5. Possibility for participation in several TETRAMAX open calls ........................................ 7 6. Possibility for participation in any open calls (FSTP) in the H2020 ICT programme ...... 7 7. Eligible costs and forms of costs .................................................................................... 8 8. Ineligible costs ................................................................................................................ 8 9. General obligations to properly implement the Experiment ......................................... 9 10. General obligations to inform the Cascading Partner ................................................... 9 11. Final report ..................................................................................................................... 9 12. Delivery of the final report ........................................................................................... 10 13. Consequences of non-compliance ................................................................................ 10 14. Payment arrangements ............................................................................................... 11 15. Payments ..................................................................................................................... 11 16. Notification of payments ............................................................................................. 12 17. Costs of payment transfers .......................................................................................... 12 18. Bank account for payments ......................................................................................... 12 19. Keeping records and supporting documents, checks and audits ................................. 13 20. Evaluation of the impact of the Experiment ................................................................ 13 21. Ownership of results .................................................................................................... 13 21. Open Access rights ....................................................................................................... 14 22. Recruitment and working conditions for researchers, gender equality, ethics and

research integrity, collection, protection, and processing of personal data ............... 14 23. Visibility of TETRAMAX ................................................................................................. 14 24. Liability ......................................................................................................................... 14 25. Enter into force and termination ................................................................................. 15 26. Concluding conditions .................................................................................................. 15

D TETRAMAX consortium members ........................................................................................ 17 ANNEX 1: Description of the Technology Transfer Experiment........................................................... 18 ANNEX 2: Estimated budget for the Experiment broken down for each Selected Third Party ........... 19 ANNEX 3: Template final report including the cost report .................................................................. 20 ANNEX 4: Template Request for down payment (for all Selected Third Parties) ................................ 28 ANNEX 4: Template Request for down payment (for all Selected Third Parties) ................................ 29 ANNEX 5: Template Request for the interim payment (for all Selected Third Parties except SMEs) .. 30 ANNEX 6: Template Request for the final payment of the balance (for all Selected Third Parties except

SMEs) ................................................................................................................................... 31 ANNEX 7:Template Request for the final payment of the balance (for SMEs only) ............................ 32 E Entry into force - signatures ................................................................................................ 33



A Preamble The European Union (hereinafter referred as the “EU”), represented by the European Commission (hereinafter referred as the “EC”), and the Cascading Partner, on behalf of the TETRAMAX consortium, have signed the Grant Agreement no. 761349 for the implementation of the Innovation Action “Technology TRAnsfer via Multinational Application eXperiments” (hereinafter referred as “TETRAMAX”) within the framework of the Horizon2020 Programme H2020-ICT-2016-2017/ICT-04-2017 associated with the document reference Ares (2017)2710277 – 30.05.2017. TETRAMAX implements the open call process as defined by the EC and TETRAMAX, and receives funding from the EC for organizing the open call stated above. The rights and obligations contained in this Agreement derived from the TETRAMAX Grant Agreement and Consortium Agreement. Consequently, this Agreement is not negotiable, in particular with respect to Article 1 of this Agreement and all TETRAMAX-specific conditions, except for Annex 1 (Description of the Technology Transfer Experiment”) and Annex 2 (Estimated budget for the Experiment). The Selected Third Parties have applied for the TETRAMAX open call with their Experiment as stated above. The TETRAMAX Steering Committee has selected the Experiment to receive Financial Support for its implementation. Whereas RWTH (hereinafter referred to as the “TETRAMAX consortium”) participates in the H2020 Innovation Action entitled “TETRAMAX”; Whereas the TETRAMAX Grant Agreement no. 761349 as stated above (hereinafter referred to as the “Grant Agreement”) and the signed TETRAMAX Consortium Agreement (hereinafter referred to as the “Consortium Agreement”) entered into force in 2017. Whereas TETRAMAX involves the EC’s H2020 cascade funding scheme “Financial Support To Selected Third Parties” (hereinafter referred to as “Financial Support”).

Whereas this specific Technology Transfer Experiment (hereinafter referred to as the “Experiment”) is described in Annex 1. Whereas the Cascading Partner is willing to provide Financial Support to the Selected Third Parties for the implementation of their Experiment, and the Selected Third Parties are willing to receive the Financial Support under the terms and conditions of this Agreement. Whereas in accordance with the Grant Agreement and the Consortium Agreement, the Cascading Partner and the Selected Third Parties shall sign the Agreement to be in compliance with both documents. Whereas the Cascading Partner is responsible for the execution of the Agreement in terms of all its tasks (e.g. monitoring and validation of the Experiment, etc.). Whereas the Selected Third Parties will be in charge of the implementation of the Experiment.



B Definitions

Words beginning with a capital letter shall have the meaning defined either in this Agreement or in

the Preamble or in this chapter.

Agreement means this TTX funding agreement including its Annexes. Needed means:

For the implementation of the Experiment:

Access Rights are Needed if, without the grant of such Access Rights, carrying out the tasks assigned to

the recipient Party would be technically or legally impossible, significantly delayed, or require significant

additional financial or human resources.

For Exploitation of a Party’s own Results:

Access Rights are Needed if, without the grant of such Access Rights, the Exploitation of own Results

would be technically or legally impossible.

Financial Support means the funding granted by the Cascading Partner for the Experiment. Experiment means the experiment, which has to be implemented by the Selected Third Parties. Background means any data, know-how or information, whatever its form or nature (tangible or intangible), including any rights such as intellectual property rights, that is held by the Selected Third Parties prior to the Agreement signed, and is needed to implement the Experiment or exploit the Results of the Experiment. Results means any tangible or intangible output of the action, such as data, knowledge or information, that is generated in the action, whatever its form or nature, whether or not it can be protected, as well as any rights attached to it, including intellectual property rights. Access Rights means rights to use Results or Background in accordance with the stipulations of the H2020 General Annotated Model Grant Agreement (Multi) and under the terms and conditions laid down in this Agreement. Exploitation means the use of Results in further research activities other than those covered by the Experiment concerned, or in developing, creating and marketing a product or process, or in creating and providing a service, or in standardisation activities. Intellectual Property Rights means the policy described in Section 19 of this Agreement.



C Terms and Conditions 1. Subject of the Agreement 1.1 As per EC’s rules, the following obligations within EU-funded projects have to be imposed

on the Selected Third Parties, based on the following contractual arrangements within TETRAMAX: H2020 General Model Grant Agreement, TETRAMAX Grant Agreement, and TETRAMAX Consortium Agreement. These articles are formal part of this Agreement by reference. Details are available at: http://ec.europa.eu/research/participants/data/ref/h2020/mga/gga/h2020-mga-gga-multi_en.pdf a. Article 22: Checks, reviews, audits and investigations – extension of findings:

The EC, OLAF, and the Court of Auditors can access and audit costs related to the Experiment at the Selected Third Parties’ premises (see also Art. 19 of this Agreement).

b. The Selected Third Parties must ensure the following obligations:

Article 35: Avoiding conflict of interest (see also Art. 26 of this Agreement);

Article 36: Maintaining confidentiality (see also Art. 26 of this Agreement);

Article 38: Promoting the action and give visibility to the EU funding (see also Art. 23 of this Agreement);

Article 39: Data protection and processing (see also Guide for Applicants); and

Article 46: Liability for damages (see also Art. 24 of this Agreement). c. Article 23: Evaluation of the impact of the Experiment:

The EC has the right to evaluate the impact of the Experiment (see also Article 20 of this Agreement).

1.2 This Agreement sets out the eligibility conditions, the rights and obligations as well as the terms and conditions applicable to this specific open call stated above and the Financial Support awarded.

1.3 All specifications and constraints defined in the Guide for Applicants and in this Agreement apply.

1.4 The Selected Third Parties acknowledge and agree that the obligations comprised in this Agreement and in the General Model Grant Agreement are fully applicable. The Selected Third Parties have to ensure to meet all obligations and shall do everything necessary to comply with them, being understood that they are formally bound to this Agreement only and not to the Grant Agreement or Consortium Agreement.

2. Eligibility conditions 2.1 The Selected Third Parties declare that they meet all eligibility conditions of the Agreement

applicable to the open call stated above. 2.2 The Selected Third Parties confirm that:

d. Their legal status is an SME1, mid-cap, other profit company or a university, polytechnics, academic/applied research institute or non-profit organisation;

e. They have their registered office in one of the eligible countries according to the Guide for Applicants;

f. They do not have a direct link to a TETRAMAX consortium organisation; g. They are not under liquidation or are not an enterprise in financial difficulty2;

1 According to the Commission Recommendation 2003/361/EC and Annex I to the Commission Regulation No

651/2014

http://ec.europa.eu/research/participants/data/ref/h2020/mga/gga/h2020-mga-gga-multi_en.pdf

http://ec.europa.eu/research/participants/data/ref/h2020/mga/gga/h2020-mga-gga-multi_en.pdf



h. The Selected Third Parties’ Experiment is based on their original works, and from this time forth any foreseen developments are free from third party rights, or they are clearly stated;

i. They are not excluded from the possibility of obtaining EU funding under the provisions of both national and EU law, or by a decision of both national or EU authority.

j. They confirm all statements embodied in the Declaration of Honour as stated in the Grant Agreement.

3. Estimated budget for the Experiment 3.1 The estimated budget for the Experiment is set out in Annex 2 and broken down by each

Selected Third Party. It contains the costs categories, the estimated costs eligible for reimbursement, and the requested Financial Support for each Selected Third Party and for the Experiment.

3.2 The estimated budget breakdown may be adjusted by transfers of amounts between the Selected Third Parties and cost categories. The Selected Third Parties have to inform TETRAMAX.

3.3 The Selected Third Parties must not add costs related to subcontracting. 4. Maximum Financial Support and reimbursement rates 4.1 The maximum Financial Support dedicated to this specific Experiment is defined in Annex 2. 4.2 The Financial Support reimburses 100% of the eligible costs of the Selected Third Parties that

are non-profit legal entities (universities, polytechnics, academic/applied research institutes) and 70% of the eligible costs of the Selected Third Parties that are for-profit legal entities (SMEs, other for-profit companies (mid-caps, large industry)).

4.3 The final Financial Support depends on the actual extent to which the Experiment is properly implemented in accordance with the Agreement’s terms and conditions.

4.4 The final Financial Support is calculated by the Cascading Partner when the final payment of the balance is made.

4.5 All specifications and constraints defined in the Guide for Applicants apply. 5. Possibility for participation in several TETRAMAX open calls

5.1 The maximum possible Financial Support for a Selected Third Party for the entire duration of

TETRAMAX is limited to €60,000. 5.2 Only for specific follow-up Experiments to address a broader market and to fully unleash the

desired impact, the total Financial Support of €60,000 per Third Party might be exceeded. However, the limit of €100,000 will in no way be surpassed.

6. Possibility for participation in any open calls (FSTP) in the H2020 ICT programme

Financial Support will never be awarded to individual legal entities that have already received more than 100.000 Euro via open calls (FSTP) from H2020 I4MS and SAE projects.

2 According to the Commission Regulation No 651/2014, art. 2.18



7. Eligible costs and forms of costs 7.1 Eligible costs must be declared under the following cost categories, as set in the Guide for

Applicants and in Annex 2:

Researcher/technician and administrative manpower needed to implement a granted specific TTX activity, involving tasks by external consultants if needed (e.g. natural persons working for the TTX under a direct contract), and including R&D for Technology Readiness Level (TRL) improvement;

TTX-related training and service activities for the industry partners;

License and IPR agreement development;

Necessary travel costs for mutual TTX partner visits or TTX presentations or demonstrations organized by TETRAMAX;

Costs for providing open access to TTX-related scientific publications;

Consumables up to €1,000 per TTX (not per third party); and

Equipment costs up to €5,000 per TTX (not per third party), as per organisation depreciation regulation (depreciation rate, depreciation duration, time (%) of the equipment was actually used for the TTX implementation).

7.2 The Selected Third Parties shall be entitled to claim costs that meet the following criteria, as defined in the Guide for Applicants:

TTX was:

Properly implemented; and

Its impact measured against the impact indicators.

Costs comply with the:

Applicable national law on taxes, labour and social security; and

Principle of a sound financial management regarding economy and efficiency.

Costs are:

Necessary and specifically incurred for the proper TTX implementation;

Indicated in the Third Parties’ estimated TTX budget breakdown;

In line with the defined cost forms;

Actually incurred by the TTX Third Parties;

Actually incurred within the TTX run time;

Identifiable and verifiable, and recorded in the TTX Third Party’s accounts in accordance with the Third Party’s accounting standards applicable in the country where the Third Party is established and with the Third Party’s usual cost accounting practices (and the Third Parties’ usual practice on travel); and

Well explained in the TTX final cost report.

The TTX final report (including the cost report) was delivered as specified in this TTX funding agreement.

8. Ineligible costs 8.1 Ineligible costs are costs that (see also Guide for Applicants):

Do not comply with the conditions set out above;

Are related to return on capital, debt and debt service charges, (reasonable) profit, provisions for future losses or debts, interest owed, doubtful debts, currency exchange losses, bank costs charged by the Selected Third Parties’ bank for transfers from the Cascading Partner, excessive or reckless expenditure, deductible VAT;



Are declared under another EU grant (including grants awarded by a Member State and financed by the EU budget and grants awarded by bodies other than the Cascading Partner for the purpose of implementing the EU budget); and

Are any other types of indirect costs (company overheads, overheads with respect to the cost calculation of a work place, etc.).

8.2 Ineligible costs declared in the cost report will be rejected.

9. General obligations to properly implement the Experiment 9.1 The Selected Third Parties:

a. Shall take part in the Experiment in line with the state-of-the-art; b. Shall implement the Experiment as described in Annex 1 and in compliance with the

provisions of the Agreement and all legal obligations under applicable EU, international and national law;

c. Have full responsibility for monitoring and implementing the Experiment properly and in compliance with the Agreement;

d. May not delegate or subcontract these tasks to any third party. 9.2 If the Selected Third Parties do not properly implement the Experiment (or part of it), the

corresponding costs will be ineligible and rejected. 9.3 If the Selected Third Parties breach any other obligation of the Agreement, the Financial

Support may be reduced. 9.4 The TTX partners have to negotiate and sign a legal agreement describing the rights and

duties of each Selected Third Party, in particular clarifying all related IPR issues (see Art. 19 of this Agreement).

10. General obligations to inform the Cascading Partner 10.1 The Selected Third Parties have to provide any information requested by the Cascading

Partner in writing at any time to verify eligibility of the costs and the proper implementation of the Experiment in compliance with the obligations under the Agreement.

10.2 The Selected Third Parties have to inform immediately the Cascading Partner of any changes of the Experiment as set in Annex 1, in particular: a. Any changes that deviate from the Experiment start or end and its implementation; b. Any events which are likely to affect significantly or delay the Experiment

implementation; c. Any timely delays or deviations from submitting the final report to the Cascading

Partner; d. Anything related to EU's financial interests, in particular changes in its legal, financial,

technical, organisational or ownership situation; e. Any circumstances affecting the decision to award the Financial Support or the

compliance with the Agreement requirements. 11. Final report 11.1 The Selected Third Parties have to provide a final report in accordance with the timing and

conditions set out in this Agreement, comprising the following documents: a. Individual TTX publishable results abstract and exploitation/business plan for the

Experiment (hereinafter referred to as “abstract” and identified as public Deliverable defined in the TETRAMAX Grant Agreement);

b. Summary of TTX-related specifications including:



Technical differences and deviations between the planned work set in Annex 1 and the work actually carried out (if any); and

Answers to the questionnaire covering issues related to the EC’s requirements and the Experiment implementation as well as its economic and societal impact, notably in the context of the Horizon 2020 key performance indicators and the Horizon 2020 monitoring requirements.

List of dissemination activities related to the Experiment including publications (if any);

c. Cost report including:

Description and detailed explanation of all costs declared as fixed grant and as stated in Annex 2 of this Agreement;

Justification of any cost-related differences and any other deviations (e.g. start and end of the Experiment, etc.) (if any); and

d. Originally-signed request for interim / final payment. 11.2 The cost report has to be provided in EURO (€). 11.3 All Experiment-related costs issued in another currency, must be converted into EURO (€).

Options: a. Conversation has to be based on the “Euro foreign exchange reference rates” of the

European Central Bank valid on the day of issue: https://www.ecb.europa.eu/stats/policy_and_exchange_rates/euro_reference_exchange_rates/html/index.en.html

b. The Selected Third Parties with an accounting system established in a currency other than EURO (€) have to convert the costs recorded in their accounts into EURO, at the average of the daily exchange rates published in the C series of the Official Journal of the European Union, calculated over the corresponding reporting period. If no daily euro exchange rate is published in the Official Journal of the European Union for the currency in question, they have to be converted at the average of the monthly accounting rates published on the Commission’s website, calculated over the corresponding reporting period, as per Horizon 2020 Annotated Model Grant Agreement (article 20.6): http://ec.europa.eu/research/participants/data/ref/h2020/grants_manual/amga/h2020-amga_en.pdf

11.4 Costs not declared in the cost report will not be taken into account for reimbursement. 12. Delivery of the final report 12.1 The Selected Third Parties have to submit the final report within 30 days at the latest

following the end of the Experiment. 12.2 The final report has to be sent by email to the following addresses:

Name: Prof. Rainer Leupers, Eva Haas

Email addresses: [email protected], [email protected]

Reference: TETRAMAX-BILATERAL-TTX-3, TTX short name, final report 13. Consequences of non-compliance 13.1 If the final report submitted does not comply with any obligations, the Cascading Partner

may suspend the payment and require additional information for clarification. 13.2 If the Selected Third Parties breach any of their obligations, the Financial Support may be

reduced.

https://www.ecb.europa.eu/stats/policy_and_exchange_rates/euro_reference_exchange_rates/html/index.en.html

https://www.ecb.europa.eu/stats/policy_and_exchange_rates/euro_reference_exchange_rates/html/index.en.html

http://ec.europa.eu/research/participants/data/ref/h2020/grants_manual/amga/h2020-amga_en.pdf

http://ec.europa.eu/research/participants/data/ref/h2020/grants_manual/amga/h2020-amga_en.pdf

mailto:[email protected]




13.3 If the Selected Third Parties fail to comply with their obligations within two weeks following a written request for clarification, the Cascading Partner may terminate the Agreement.

14. Payment arrangements

14.1 Payment arrangements are legally bound to the EC’s payment rules set for EU-funded

projects and hence, valid for the TETRAMAX consortium partners and the Selected Third Parties for Financial Support awarded for the implementation of the Experiment.

14.2 All payments will be made by the Cascading Partner to the Selected Third Parties, in EURO (€) and without unjustified delay.

14.3 Granting the Financial Support to the Selected Third Parties is based on the fulfilment of all terms and conditions set in the Agreement. No payment will be done if no sufficient evidence documents are delivered by the Selected Third Parties.

14.4 Payments are considered to have been made on the date when they are debited to the Selected Third Parties’ bank account.

14.5 The Cascading Partner shall in any case not be liable for any late payment incurred by a change in the Selected Third Parties’ bank account identification.

15. Payments 15.1 Down payment 15.1.1 Every Selected Third Party involved in the Experiment will receive a down payment. 15.1.2 The down payment:

a. Is to provide the Selected Third Parties with a float; b. Remains the property of the European Union until the final payment of the balance; c. Must not exceed 50% of the Financial Support defined in Annex 2;

15.1.3 The down payment will be made at the start of the Experiment and after receipt of the originally-signed request for down payment.

15.2 Interim payment for all Selected Third Parties except SMEs

15.2.1 All Selected Third Parties except SMEs will receive an interim payment. 15.2.2 The interim payment is limited to 35% of the Financial Support.

15.2.3 The interim payment is based on the following conditions:

a. Verification and acceptance of the final report; b. Submission of the final report in time; c. Application of the reimbursement rates.

15.2.4 The interim payment will be made at the end of the Experiment and after receipt of the originally-signed request for interim payment.

15.3 Final payment of the balance for all Selected Third Parties except SMEs

15.3.1 All Selected Third Parties except SMEs will receive the remaining final payment of the

balance based on the acceptance of the final report and costs and after receipt of the originally-signed request for final payment.

15.3.2 The final payment of the balance for all Selected Third Parties except SMEs will be issued: a. After the end of TETRAMAX (31.08.21);



b. Within 90 days after the submission of the TETRAMAX final report (to be submitted by 31.10.21 to the EC); and

c. After the EC has made the final TETRAMAX payment to the Cascading Partner. 15.4 Final payment of the balance for all SMEs selected as Third Parties

15.4.1 All SMEs selected as Third Parties will receive the remaining final payment of the balance

based on the acceptance of the final report and costs and after receipt of the originally-signed request for final payment.

15.4.2 The final payment of the balance is 50% of the Financial Support. 15.4.3 The final payment of the balance is based on the following conditions:

a. Submission of the final report in time; b. Verification and acceptance of the final report; c. Application of the reimbursement rates.

15.4.4 The final payment of the balance will be made at the end of the Experiment and after receipt of the originally-signed request for final payment.

15.4.5 An interim payment will not be made to SMEs. 15.5 The interim payment and the final payment of the balance are subject to approval of the

final report and costs declared. Its approval does not imply recognition of compliance, authenticity, completeness or correctness of its content.

15.6 If the total amount of earlier payments (down payment, interim payment) is higher than the final Financial Support, the final payment of the balance takes the form of a recovery, and the Selected Third Parties must recover the difference between the earlier payments and the final Financial Support to the Cascading Partner. The difference has to be recovered in EURO (€) to adjust the amount of earlier payments and the final Financial Support.

15.7 If the total amount of earlier payments is lower than the final Financial Support, the Cascading Partner will pay the final payment of the balance.

16. Notification of payments

16.1 When making payments, the Cascading Partner will notify the total amount of the financial support and the single instalment amounts due specifying whether it concerns a down payment, an interim payment or the final payment of the balance.

16.2 In case of reduction of the Financial Support or recovery of undue amounts, the notification will be preceded by the contradictory procedure.

17. Costs of payment transfers 17.1 The Cascading Partner bears the cost of transfers charged by its bank. 17.2 The Selected Third Parties bear the cost of transfers charged by their bank. 17.3 The Party causing a repetition of a transfer bears the costs of the repeated transfer. 18. Bank account for payments

The Cascading Partner will make the payments to the Selected Third Parties’ bank account stated in the appropriate payment request.



19. Keeping records and supporting documents, checks and audits 19.1 The Selected Third Parties have to provide any detailed information, including information in

electronic format, requested by the Cascading Partner or the EC or by any other outside body authorised by the EC to be able to check that the Experiment and the provisions of this Agreement are/were implemented properly.

19.2 The Selected Third Parties have to keep all original documents at the EC’s disposal, in particular: accounting and tax records, or, in exceptional and duly justified cases, certified copies of original documents related to the Agreement; stored on any appropriate medium that ensures their integrity in accordance with the applicable national legislation; for a period of five years from the date of the final payment of the balance.

19.3 In accordance with the EU legislation, the EC, the European Anti-Fraud Office (OLAF) and the European Court of Auditors (ECA) may carry out spot checks and inspections of the Selected Third Parties’ documents related to the Experiment and the use of the Financial Support. They may carry out these checks and audits at the Selected Third Parties’ premises, in accordance with the procedures laid down by the EU law for the protection of the financial interests of the EU against fraud and other irregularities (see section C of this Agreement).

19.4 Such audits may be carried out during the implementation phase of the Experiment until the final payment of the balance is paid and additionally, for a period of five years after the final payment of the balance is made. Where appropriate, the audit findings may lead to recovery decisions by the EC.

19.5 The Selected Third Parties agree that the EC may carry such audits, either by the EC staff or by any other outside body authorised to do so on its behalf.

19.6 The Selected Third Parties undertake everything to allow the EC staff and outside personnel authorised by the EC the appropriate right of access to the Selected Third Parties’ sites and premises and to all information needed, including information in electronic format, to be able to conduct such audits.

19.7 Where appropriate, inspection findings may lead to recovery decisions by the EC. 20. Evaluation of the impact of the Experiment 20.1 The Cascading Partner may carry out interim and final impact evaluations of the Experiment

measured against the objective of the EU programme. 20.2 The Selected Third Parties have to provide any information relevant to evaluate the impact

of the Experiment, including information in electronic format. 20.3 Evaluations of the impact may start during the implementation of the Experiment and up to

two years after the final payment of the balance. The evaluation is considered to start on the date of the formal notification to the Selected Third Parties.

20.4 The Cascading Partner may perform these evaluations directly (using its own staff) or indirectly (using external bodies or persons the Cascading Partner has authorised to do so).

21. Ownership of results 21.1 The Selected Third Parties’ own results and Intellectual Property Rights they generate within

the Experiment. 21.2 The regulation of specific Intellectual Property Rights issues within the Experiment is in the

Selected Third Parties’ sole responsibility. The Selected Third Parties involved in the Experiment are obliged to close an internal legal agreement for this purpose (see Art. 7.4).

21.3 The Selected Third Parties have to send a scanned version of their internal legal agreement no later than one month after the TTX start by email to: [email protected]




21. Open Access rights 21.1 Due to the large variety of open access rules and possibilities which, among others, depend

on the scientific sub-community publication culture and local university policies, it will be left to the discretion of the Selected Third Parties whether to use the “gold” or “green” open access models, as defined in the EC’s Horizon 2020 framework programme.

21.2 The Selected Third Parties, though not formally bound to the open access rules under Horizon 2020, are contractually obliged to follow the same open access principles as the TETRAMAX consortium members (free of charge, online access for any user, stored in a repository) to all peer-reviewed scientific publications relating to its results.

22. Recruitment and working conditions for researchers, gender equality, ethics and research

integrity, collection, protection, and processing of personal data All Selected Third Parties must ensure that all rules related to the recruitment and working conditions for researchers, gender equality, ethics and research integrity as well as collecting, protecting, and processing of personal data apply, as defined in the Guide for Applicants. 23. Visibility of TETRAMAX 23.1 The Selected Third Parties declare their willingness to support TETRAMAX by attending its

public events on invitation and by presenting the results of their Experiment. 23.2 When promoting the Experiment and its major results, the Selected Third Parties shall

display the TETRAMAX logo, the EU emblem and include the following text: “This Technology Transfer Experiment has received funding from the European Union’s Horizon 2020 research and innovation programme under the TETRAMAX grant agreement no 761349”.

23.3 The Selected Third Parties authorize the Cascading Partner to use their organisations’ logo for all promotional purposes related to the Experiment.

23.4 The Selected Third Parties may use, for its communication and publicising activities, publishable information related to TETRAMAX, documents notably summaries for publication as well as other material, such as flyers, posters, abstracts, pictures or audio-visual material received (in print or in electronic form) from TETRAMAX.

23.5 TETRAMAX may use, for its communication and publicising activities, information related to the Experiment, documents notably summaries for publication as well as other material, such as flyers, posters, abstracts, pictures or audio-visual material received (in print or in electronic form) from the Selected Third Parties.

24. Liability

24.1 The Selected Third Parties shall comply with all applicable laws, rules and regulations, including, but not limited to safety, security, welfare, social security and fiscal laws, rules and regulations.

24.2 The Selected Third Parties shall not be entitled to act or to make legally binding declarations on behalf of the Cascading Partner or any other TETRAMAX consortium member and shall indemnify all of the latter from any third party claim resulting from a breach of these obligations.

24.3 The contractual liability of the Cascading Partner under the Agreement shall in any case be limited to the amount of the Financial Support provided to the Selected Third Parties. The Cascading Partner shall not be liable in any case for any indirect or consequential damages such as:



Loss of profits, interest, savings, shelf-space, production and business opportunities;

Lost contracts, goodwill, and anticipated savings;

Loss of or damage to reputation or to data;

Costs of recall of products; or

Any other type of indirect, incidental, special or consequential damage. 24.4 This limitation of liability shall not apply in cases of wilful act or gross negligence. 24.5 The Selected Third Parties shall bear fully and exclusively the risks in connection with the

Experiment for which the Financial Support is granted. 24.6 If the EC rejects TTX-related costs for Financial Support, the Selected Third Parties have to

indemnify the Cascading Partner for the rejected amount. 24.7 In respect of any information or materials (including Results and Background) supplied by

one Party to another Party or to a TETRAMAX consortium member, no warranty or representation of any kind is made, given or implied as to the sufficiency, accuracy or fitness for purpose nor as to the absence of any infringement of any proprietary rights of third parties. Therefore,

The recipient shall in all cases be entirely and solely liable for the use to which it puts such information and materials (including Results and Background), and

There is no liability in case of infringement of proprietary rights of a third party resulting from any Access Rights.

25. Enter into force and termination 25.1 The Agreement will enter into force on the first day of the month stated as the start date of

the Experiment referred to and approved by TETRAMAX in Annex 1. 25.2 This Agreement shall continue in full force and effect until complete fulfilment of all

obligations undertaken by the Selected Third Parties. However, this Agreement or the participation of one or more Parties may be terminated in accordance with the terms of this Agreement.

25.3 The Cascading Partner can terminate this Agreement with immediate effect through written notice to the Selected Third Parties if: a. The Selected Third Parties breach any of their obligations under this Agreement, which

are not remediable, or, if remediable, which has not been remedied within thirty (30) days after written notice;

b. To the extent permitted by law, the Selected Third Parties are declared bankrupt, is being wound up, is having its affairs administered by the courts, has entered into an arrangement with its creditors, has suspended business activities, or is the subject of any other similar proceeding concerning those matters; or

c. The Selected Third Parties are subject to an Event of Force Majeure, which prevents the Selected Third Parties from correct performance of its obligations hereunder and such circumstances have lasted, or can reasonably be expected to last more than 3 months.

d. Access Rights granted to the Selected Third Parties shall cease immediately upon the effective date of termination.

26. Concluding conditions 26.1 All correspondence and the final report have to be written in English. 26.2 The Selected Third Parties’ consistent level in their respective field of expertise played a key

role for the selection of their Experiment. It entails any total or partial transfer of provisions and the rights and duties in the prior formal approval of all signatories.



26.3 TETRAMAX intends to employ a dedicated Technical Coach (TC) and a dedicated Business Coach (BC) for each Experiment. In order to maximize the Experiment impact, the TC provides occasional technical review and advice to the Selected Third Parties, while the BC provides support and consultancy from a business perspective. The Selected Third Parties declare their willingness to cooperate with their respective TC and BC during the Experiment execution. The TETRAMAX Steering Committee will assign both the TC and the BC in mutual agreement with the Selected Third Parties.

26.4 The Selected Third Parties must take all measures to prevent any situation where the impartial and objective implementation of the action is compromised for reasons involving economic interest, political or national affinity, family or emotional ties or any other shared interest (‘conflict of interests’). They must formally notify without delay any situation to TETRAMAX constituting or likely to lead to a conflict of interests and immediately take all the necessary steps to rectify this situation.

26.5 During the implementation of the Experiment and for four years after the end of TETRAMAX, the Selected Third Parties must keep confidential any data, documents or other material (in any form) that is identified as confidential at the time it is disclosed.

26.6 The Selected Third Parties' responsibilities with respect to ownership and protection of results, exploitation and open access rights are listed in the Regulation (EU) No 1290/2013 of the European Parliament and of the Council of 11 December 2013 and Regulation (EU) No 1291/2013 of the European Parliament and of the Council of 11 December 2013.

26.7 If any provision of this Agreement is determined to be illegal or in conflict with the applicable law, the validity of the remaining provisions shall not be affected. The ineffective provision shall be replaced by an effective provision which is economically equivalent. The same shall apply in case of a gap.

26.8 This Agreement has to be governed by and construed in accordance with the laws of Germany.

26.9 Any disagreement or dispute which may arise in connection with this Agreement and which the Selected Third Parties are unable to settle by mutual agreement will be brought before the courts of Aachen, Germany.



D TETRAMAX consortium members

Rheinisch-Westfaelische Technische Hochschule Aachen (RWTH), Aachen, Germany

AMG Technology OOD (AMGT), Botevgrad, Bulgaria

Ruhr-Universitaet Bochum (RUB), Bochum, Germany

Budapesti Muszaki Es Gazdasagtudomanyi Egyetem (BME), Budapest, Hungary

Universitat Politècnica de Catalunya (UPC), Barcelona, Spain

Control Data Systems SRL (CDS), Cluj-Napoca, Romania

Chalmers Tekniska Hoegskola AB (CHALMERS), Goeteborg, Sweden

Technische Universiteit Delft (TUDELFT), Delft, Netherlands

The University Court of the University of Edinburgh (UEDIN), Edinburgh, United Kingdom

Fundingbox Accelerator sp. z o.o. (FBOX), Warszawa, Poland

Universiteit Gent (UGENT) (deputy coordinator), Gent, Belgium

Institut National De Recherche en Informatique et en Automatique (INRIA) , Le Chesnay Cedex, France

Vysoka Skola Banska – Technicka Univerzita Ostrava (IT4I), Ostrava Poruba, Czech Republic

Institut Jozef Stefan (JSI), Ljubljana, Slovenia

Techmo sp. z o.o. (TECHMO), Krakow, Poland

Universita di Pisa (PISA), Pisa, Italy

Tallinna Tehnikaulikool (TTU), Tallinn, Estonia

TTY-Saatio (TUT), Tampere, Finland

Think Silicon Ereyna Kai Technologia Anonymi Etairia (ThinkS), Platani Rio Akhaias, Greece

Technische Universitaet Muenchen (TUM), Muenchen, Germany

Sveuciliste u Zagrebu Fakultet Elektrotehnike i Racunarstva (UZAGREB), Zagreb, Croatia

Zentrum für Innovation und Technik in Nordrhein-Westfalen GmbH (ZENIT), Mulheim an der Ruhr, Germany

Vysoke Uceni Technicke v Brne (BUT), Brno, Czech Republic



ANNEX 1: Description of the Technology Transfer Experiment Annex 1 will be the submitted Experiment proposal document including potential modifications, after the TETRAMAX Steering Committee’s final acceptance.



ANNEX 2: Estimated budget for the Experiment broken down for each Selected Third Party

(The Cascading Partner will fill out the table per Selected Third Party, based on the final acceptance of the estimated Experiment budget, the budget breakdown of each Selected Third Party, and the Financial Support. Please note that the rules for equipment and consumables refer to the TTX.) Third Party‘s fixed grant Name of the third party Financial

Support reimbursemen

t rate (%)

Financial Support

requested (€)

Costs for man-power # PMs Man-power in €

TTX-related training and service activities for the industry partners

License and IPR agreement development

Necessary travel costs for mutual TTX partner visits or TTX presentations or demonstrations organized

by TETRAMAX

Costs for providing open access to TTX-related scientific publications

Consumables up to €1,000 per TTX (not per third party)

Equipment costs up to €5,000 per TTX (not per third party)

Total estimated costs for the Third Party

Third Party‘s fixed grant Name of the third party

Costs for man-power # PMs Man-power in €

TTX-related training and service activities for the industry partners

License and IPR agreement development

Necessary travel costs for mutual TTX partner visits or TTX presentations or demonstrations organized

by TETRAMAX

Costs for providing open access to TTX-related scientific publications

Consumables up to €1,000 per TTX (not per third party)

Total estimated costs for the Third Party



ANNEX 3: Template final report including the cost report (The Cascading Partner will provide all templates of the TTX final report. The templates below show the contents of the final report. They remain subject to change.)



ANNEX 4: Template Request for down payment (for all Selected Third Parties) (To be completed by every Selected Third Party)

Request for down payment The Selected Third Party [insert name] hereby requests a 50% down payment amounting to € insert amount of the Financial Support of € insert amount as stated in Annex 2 of this TTX funding agreement for the implementation of the Experiment [insert TTX short name]. The Selected Third Party confirms that the Financial Support will be used for the implementation of the Experiment only and that all documents required will be produced as set in the Agreement. Bank details of the Selected Third Party

Full name of the bank account holder

Postal address of the bank account holder

Full name of bank institute

Postal address of the bank institute

IBAN

BIC/SWIFT

Payment reference TETRAMAX-BILATERAL-TTX-4, TTX short name, third party short name, down payment

For the Selected Third Party: (insert name) VAT no.: […] Signature of the legally authorised representative: First name, last name: […] Title: […] Role in the organisation: […] Date: [dd.mm.yyyy]



ANNEX 4: Template Request for down payment (for all Selected Third Parties) (To be completed by every Selected Third Party)

Request for down payment The Selected Third Party [insert name] hereby requests a 50% down payment of € insert amount of the Financial Support amounting to € insert amount as stated in Annex 2 for the implementation of the Experiment [insert TTX short name]. The Selected Third Party confirms that the Financial Support will be used for the implementation of the Experiment only and that all documents required will be produced as set in the Agreement. Bank details of the Selected Third Party





IBAN

BIC/SWIFT

Payment reference TETRAMAX-BILATERAL-TTX-4, TTX short name, third party short name, down payment

For the Selected Third Party: (insert name) VAT no.: […] Signature of the legally authorised representative: First name, last name: […] Title: […] Role in the organisation: […] Date: [dd.mm.yyyy]



ANNEX 5: Template Request for the interim payment (for all Selected Third Parties except SMEs)

(This template will be provided by the Cascade funding partner at the end of the TTX) The Selected Third Party [insert name of the Party] hereby confirms that the final requested Financial Support is amounting to € [insert amount], as reported in the cost report delivered at the end of the Experiment. The Selected Third Party is aware that the interim payment is amounting to 35% of the remaining amount to be paid out at the end of the Experiment, as defined in the Agreement: € [insert amount] The Selected Third Party hereby certifies the following:

The Financial Support has been used for the proper implemention of and the reimbursement of the costs incurred for the Experiment only;

The information provided in the final report (including the cost report) is full, reliable and true;

The costs declared in the cost report are in line with the Agreement and eligible for reimbursement;

The costs are substantiated by adequate records and supporting documentation that have been produced at the end of the Experiment or will be produced upon request in the context of checks, reviews, audits and investigations by the European Commission;

The cost report delivered was prepared automatically and is valid without signature by naming the authorised financial representative of the Selected Third Party;

The remaining amount of the final Financial Support will be paid out after the end of TETRAMAX, as defined in the Experiment funding agreement.

Bank details of the Selected Third Party





IBAN code

BIC/SWIFT

Payment reference TETRAMAX-BILATERAL-TTX-4, TTX short name, third party short name, interim payment

For the Selected Third Party: (insert name) VAT no.: […] Signature of the legally authorised representative: First name, last name: […] Title: […] Date: [dd.mm.yyyy]



ANNEX 6: Template Request for the final payment of the balance (for all Selected Third Parties except SMEs)

(This template will be provided by the Cascade funding partner at the end of the TTX) The Selected Third Party [insert name of the Party] hereby confirms that the final requested Financial Support is amounting to € [insert amount], as reported in the cost report delivered at the end of the Experiment. The final payment of the balance is calculated as stated in the Agreement and is amounting to € [insert amount]. The Selected Third Party hereby certifies the following:












IBAN code

BIC/SWIFT

Payment reference TETRAMAX-BILATERAL-TTX-4, TTX short name, third party short name, final payment

For the Selected Third Party: (insert name of the legal entity) VAT no.: […] Signature of the legally authorised representative: First name, last name: […] Title: […] Date: [dd.mm.yyyy]



ANNEX 7: Template Request for the final payment of the balance (for SMEs only) (This template will be provided by the Cascade funding partner at the end of the TTX) The Selected Third Party [insert name of the Party] hereby confirms that the final requested Financial Support is amounting to € [insert amount], as reported in the cost report delivered at the end of the Experiment. The final payment of the balance is calculated as stated in the Agreement and is amounting to € [insert amount]. The Selected Third Party hereby certifies the following:












IBAN code

BIC/SWIFT

Payment reference TETRAMAX-BILATERAL-TTX-4, TTX short name, third party short name, final payment

For the Selected Third Party: (insert name of the legal entity) VAT no.: […] Signature of the legally authorised representative: First name, last name: […] Title: […] Date: [dd.mm.yyyy]



E Entry into force - signatures

Done in 3 originals, one for each Party.

For the Selected Third Party: XXX Signature of the authorised legal representative: Name: […] Title: […] Date: […]



Done in 3 originals, one for each Party. For the Selected Third Party: XXX Signature of the authorised legal representative: Name: […] Title: […] Date: […]



Done in 3 originals, one for each Party. For the Cascading Partner Rheinisch-Westfaelische Technische Hochschule Aachen Signature of the authorised legal representative: Name: […] Title: […] Date: […]

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