SDIL Model Cooperation Agreement

Cooperation Agreement on the

Execution of an EUHubs4Data Experiment

 

–      Experiment Agreement –

between

 

Karlsruhe Institute of Technology

Kaiserstraße 12, 76131 Karlsruhe, Germany,

– hereinafter referred to as “KIT“, or “ “DIH Partner” or “Beneficiary”-

 

 

and

 

[           ]

[           ]

– hereinafter referred to as “.. “ or “DIH-Third-Party“/“DIH Partner”-

 

and

 

[           ]

[           ]

– hereinafter referred to as “ “ or “ “SME“ –

 

– hereinafter referred to as “Partner” or “Partners” –

 

 

WHEREAS

  1. The EUHubs4Data project (funded from the European Union’s Horizon 2020 research and innovation programme under grant agreement No 951771) aims at developing and experimentally validating a European catalogue of data sources and federated data-driven scientific work and solutions to make them available to the general public in particular by making it accessible to European SMEs, start-ups and web entrepreneurs through the Data Innovation Hubs.
  2. The Beneficiaries of the EUHubs4Data Project (hereinafter referred to as “Project”) are implementing such Project and therefore have concluded a Grant Agreement with the European Commission and a Consortium Agreement among each other to specify or supplement binding commitments among themselves in addition to the provisions of the specific Grant Agreement. Both agreements shall be an integral part of this agreement.

 

  • As one part of the implementation of the Project, the Description of the Action (a part of the Grant Agreement) as well as the Consortium Agreement foresees multiple sub-cooperation projects with SME called Experiments to be implemented by DIH Partners (Def. see below) together with SME, where DIH Partners can be either Beneficiaries of the EUHubs4Data Project as well as DIH Third Parties.

 

  1. The Coordinator of the Project received additional funding to be forwards in the framework of EUHubs4Data to the selected SME and/or external DIH-Partners for the implementation of Experiments.

 

  1. Only such SME receives such funding from the Coordinator (exclusively in its own name and on its own behalf) if they have been selected by an independent panel of experts on the basis of their sub-project description within the framework of a previously published Open Call for Experiments(Def. see below)

 

  1. Only such DIH-Third-Party receives funding from the Coordinator (exclusively in its own name and on its own behalf) if they have been selected by an independent panel of experts within the framework of a previously published Open Call for DIH-Third Parties (see below)

 

  • As part of the second “Open Call for Experiments” of the EUHubs4Data project the Experiment “[ ]” (hereinafter “Experiment”) was selected to be funded by the Coordinator from resources within the EUHubs4Data grant based on a competitive external review process.

 

  • To finance its work for the implementation of this Experiment the SME and/or DIH-Third-Party will conclude a Sub Grant Agreement exclusively with the Coordinator of EUHubs4Data under the mechanism of financial support to third parties according to the Grant Agreement. The conditions set therein will be assumed in relation to the Coordinator.

 

  1. The conclusion of this Experiment Agreement is a necessary requirement for the conclusion of the Sub Grant Agreement. This Experiment Agreement regulates relationship between the Partners involved in the implementation of the Experiment. The Partners all contribute to the implementation in terms of technical content and personnel as well as material expenditure and work together on an equal footing.

 

As part of the Experiment the participating DIHs work together with the SME and provide support to the experimenting SME. Please note that contrary to the name “service”, those offerings are not of a genuine commercial offer, but a listing of exclusive contributions as part of a genuine eye-to-eye collaboration. This contractual Agreement defines the terms of this collaboration.

To enable close-to-reality research, the Partners, apart from using freely accessible data, may further make available on a voluntary basis data sources from real business practice (hereinafter referred to as “real data sources”) based on individual agreements (“data use agreements”) included as part of this Agreement.

 

For the execution of such an Experiment, the Partners conclude the following Agreement that shall become annex to the Sub Grant Agreement that the SME concludes with the Coordinator of EUHubs4Data:

 

 

  1. Definitions
    • “DIH”

A DIH (Digital Innovation Hub) is a one-stop-shop that helps companies become more competitive with regard to their business/production processes, products or services using digital technologies, providing access to technical expertise and experimentation and innovation services, such as financing advice, training and skills development.

 

  • DIH-Partner

Those parties to this Experiment Agreement that will act as DIHs in the project, incorporating assets to the federated catalogues located at https://euhubs4data.eu  which will be eligible for experiments.

 

  • “DIH-Third-Party”

Entities selected from the Open Call for DIHs, that will become third parties of the Coordinator, and that will act as DIHs in the Project from that moment on. A third party becomes a DIH Third Party once it has been selected as a DIH Third Party by the external independent evaluators in an objective procedure and the coordinator has concluded a sub-grant agreement with it.

By means of the Subgrant Agreement, the Coordinator will make the terms contained in the Consortium Agreement as well in the Grant Agreement applicable to the DIH-Third Parties.

 

  • “Open Call”

Mechanism articulated to prepare and publish the conditions under which external parties will send their applications as candidates to be funded as a third party of the Coordinator under the mechanism of financial support to third parties. The Hubs4Data Project includes two types of open call:

  • open calls for experiments
  • open calls for DIH-Third Parties

Given that the Subgrant Agreement will be signed by the selected SMEs and DIH-Third Parties with the Coordinator, within the second and third Open Calls for experiments’ and the Open Call for DIH-Third Parties’ guidelines for applicants it is stated that the call for funding is done exclusively in the name of the Coordinator, therefore the conditions set therein will be assumed in relation to the Coordinator.

 

 

 

  1. Subject of the Experiment Agreement

 

  • The subject of the present Experiment Agreement shall be the cooperation of the Partners for the execution of the Experiment called “[ ]” in the area of data-driven innovation, in particular [       ] (hereinafter referred to as “Experiment”)

 

  • As the Experiment is carried out as a sub-project of the above-mentioned EU Project EUHubs4Data using EU funding, the SME undertakes to comply with the requirements and regulations of the Grant Agreement and to enable the DIH Partner to fulfil its obligations under the Grant Agreement and the Consortium Agreement

 

  • The budget for the DIH Partners jointly is limited to 70.000,00€ per Experiment.

The breakdown of this budget is as follows

For KIT: [ ]  €

Accordingly, the DIH Partners’ scope of work for the Experiment is also limited to its respective funding mentioned above. For the avoidance of doubt no payment claim arises from this Experiment Agreement.

 

  • The DIH Partner will use EU funding from the EUHubs4Data project for the implementation of the Experiment.

 

  • The SME and the DIH-Third-Party is responsible for financing its own part of the Experiment among others by using the funding it receives from the coordinator via the Sub Grant Agreement to carry out its part of the Experiment.

 

  • The Partners agree to cooperate under this Experiment according to the provisions outlined below.

 

  1. Execution of the Work

 

  • The Partners shall be obliged to execute inter-coordinated partial tasks. The type and scope of cooperation are described in the overall project description (including the possibly existing work plan) and its updated versions enclosed in the Annex 1, provided that these have been agreed upon by the Partners. Annex 1 shall be an integral part of this Experiment Agreement

 

  • SME shall make available real data sources for the execution of the Experiment. Use of these real data sources shall be in accordance with the data use agreement enclosed in Annex 2. The SME shall not transmit any persona data to KIT. The provisions of this data use agreement shall apply in addition to the provisions of this Experiment Agreement. The Partners shall use these data for the implementation of the Experiment, especially for scientific work in accordance with the project description.

 

  • The Experiment must serve exclusively peaceful purposes as well as the exploitation of its results of the Experiment. The scientific findings / results from the Experiment must be made available to the public without undue delay.

 

  • The KMU commits to comply with the IUK regulations of KIT, to be downloaded at https://www.stab.kit.edu/downloads/201310_IuK_Ordnung_engl.pdf.

 

  • The Partners shall inform each other regularly and comprehensively, in particular by communication of the individual work results and work progress, by the exchange of intermediate and final reports, as well as by the exchange of information at joint work sessions and project meetings.

 

  • Each Partner shall appoint a contact person responsible for his work (with address, phone number, fax number, and email address). Each Partner shall have the right to exchange his contact person. In this case, the Partner shall communicate the contact data of the new contact person to the other partners as soon as possible. The contact person may appoint a deputy.

 

In case it turns out during the work that deadlines cannot be observed, the other Partners and the Coordinator of the EUHubs4Data project shall be informed immediately.

 

  • The Experiment shall be coordinated by the SME. In particular, activities of the Partners shall be coordinated in terms of contents and time.

 

  • As for the rest, each Partner shall be responsible to its funding authority for the execution of the research and development work taken over.

 

 

  1. Non-contractual Intellectual Property

 

  • Non-contractual intellectual property shall be all project-relating intellectual property of the company section / institute involved in the project, which exists at the respective Partner at the beginning of this Agreement, or intellectual property generated outside of the project and made available to the other Partners under the project (patentable or not patentable, irrespective of whether it is protected or not), in particular, know-how, inventions, property rights, copyrights, and computer programs.

 

  • Each Partner shall remain the owner of his non-contractual intellectual property.

 

  • Each Partner shall grant to the other Partners a royalty-free, non-exclusive, non-transferable, and non-sublicensable right of use of his non-contractual intellectual property, which shall be limited to the duration and purposes of the implementation of the Experiment, provided that it is required for the execution of the project and does not conflict with any rights of or contracts with third parties.

 

  • For purposes outside of and upon the termination of this Agreement, each Partner is in principal willing to grant to every other Partner a non-exclusive right of use of his non-contractual intellectual property at conditions customary on the market, provided that this is required for the use of his own work results and the Partner can freely dispose of this right at the time it is granted. Prior to use, the Partners shall agree on the details in a separate agreement in writing. The corresponding request shall be made within 12 months upon the completion of the project.

 

  • The DIH partners have been conducting research in the field of data-driven services for decades. This work has resulted in an extensive repertoire of proprietary and non-proprietary findings on the subject, (including but not limited to insights, software and algorithms) which are interrelated in such a way that they constitute a so-called digital infrastructure as a whole. For the implementation of the experiment, the DIH partners will use these findings / this digital infrastructure and develop them further if necessary. In deviation from the provisions made here in general regarding the granting of rights of use the Partners are aware and agree that the DIH partners will not grant any rights of use to these pre-existing digital infrastructures, nor to the further developments of these digital infrastructures. If it should therefore be necessary to adapt existing algorithms or generate new ones for the processing of the SME’s data, these are the property of the respective DIH partner, to which no rights of use are granted to the other Partners.

 

  • The Partners shall inform each other about conflicting rights of third parties, as soon as they obtain knowledge thereof.

 

 

  1. Work Results, Property Rights, Rights of Use

 

  • Work results shall be all results developed during the execution of the Experiment in the area outlined in Article 1, in particular findings, inventions, developed objects, processes, and computer programs. Work results shall also include their descriptions and the relating records, test setups, models, and prototypes of any development and production stages.

 

  • Work results developed by staff members of one Partner exclusively shall become the property of this Partner.

 

  • Two or more Partners own results jointly if:

(a) they have jointly generated them and

(b) it is not possible to:

(i) establish the respective contribution of each beneficiary, or

(ii) separate them for the purpose of applying for, obtaining or maintaining their protection

The joint owners must agree (in writing) on the allocation and terms of exercise of their joint ownership (‘joint ownership agreement’). The joint ownership agreement shall contain rules governing the allocation of ownership and the terms and conditions of exercising, protecting, dividing of related costs and exploiting the jointly owned Results.

 

Until the time a joint ownership agreement comes into force or unless a joint ownership agreement comes into force within the time period prescribed above:

  • each of the joint owners shall be entitled to use their jointly owned Results for non-commercial research activities on a royalty-free basis, and without requiring the prior consent of the other joint owner(s), and
  • each of the joint owners shall be entitled to otherwise Exploit the jointly owned Results and to grant non-exclusive licenses to third parties (without any right to sub-license), if the other joint owners are given:

(a) at least 45 calendar days advance notice; and

(b) a compensation according to Fair and Reasonable conditions.

 

 

 

  • The SME undertakes, in the case of joint ownership, to enable the co-owner to comply with the Grant Agreement and the Consortium Agreement. In particular, the DIH partner is entitled to grant the other partners of the project rights of use in accordance with the Consortium Agreement.

 

 

  • Each Party may transfer ownership of its own Results following the procedures of the Grant Agreement Article °30.

 

  • Each Partner shall inform the other Partners in writing about inventions resulting from the execution of this Agreement within a period of one month upon the application for a property right. If one Partner refrains from claiming an invention resulting from the cooperation, he shall inform the other Partners in due time and offer the invention for assignment. Further details shall be agreed upon in a separate agreement.

 

  • If one Partner refrains from filing an application and/or maintaining his share in an intellectual property to which he is entitled according to Article 5.3, he shall offer his share in the intellectual property right or the respective application for assignment to the other Partners involved in the invention at conditions customary on the market. The details of assignment shall be agreed upon by the Partners in a separate agreement in writing in the individual case.

 

  • Each Partner shall pay for himself the employee invention compensations due to his staff members.

 

  • Each Partner acknowledges that acts of use of information and objects received from the other Partners shall not constitute a right of prior use according to Article 12 of the German Patent Act (PatG).

 

  • The Partners shall grant to each other a non-exclusive, non-transferable, non-sublicensable, and royalty-free right of use of the work results limited to the purposes of implementing the Experiment and to the term of the Experiment.

 

Unless otherwise agreed upon by the Partners in text form, software shall be made available in the object code in principle.

 

  • For purposes outside and upon termination of this Agreement, each Partner shall agree to grant to any other Partner at the latter’s request rights of use of the work results at conditions customary on the market, provided that this is necessary for use of such requesting Partners’ own work results by the respective Partner and provided that this request is made in writing within a period of six months upon the end of the Experiment. Details shall be agreed upon separately by the Partners in writing at an appropriate time prior to use.

 

Irrespective hereof, all Partners shall be granted a non-exclusive, non-transferable, cost-free, and temporarily and spatially unlimited right of use of the work results for non-commercial purposes of research and education.

 

  • In deviation from the provisions made here in general regarding the granting of rights of use Section 4.5 shall prevail.

 

  • Each Partner is free to use open source (OSS) components when executing the work to be performed under the present Agreement. Use may be made without notice to or permission from the other Partners. However, at the moment a Partner transfers its results of work to another Partner, it shall inform the receiving Partner of all OSS components known to it that are included in that result of work and shall specify the applicable OSS licensing conditions.

 

 

  1. Other Cooperation / External R&D Services

 

  • If one Partner cooperates with a third party under this Agreement, he shall ensure that the other Partners are granted at least the same rights in the results of this third party as those they would have, if the results were developed by the Partner himself.

 

  • Prior to awarding contracts on R&D work under this Agreement, the other Partners shall be informed in writing about this planned awarding of contracts. Article 7.1 shall apply accordingly to results of R&D contracts.

 

  • In case a Partner wishes to award a contract for the execution of his work under this Agreement, he shall be responsible for this and ensure in particular that any INFORMATION confided to the contractor will be treated confidentially by the latter according to Article 8.

 

 

  1. Confidentiality, Publication

 

  • “INFORMATION” shall be all protected or unprotected technical and/or business information communicated and disclosed, including, but not limited to plans, models, prototypes, components, algorithms, software, objects, etc., no matter whether in writing or other form, which is designated confidential. Oral or visual information shall also be designated confidential, summarized in writing by the communicating Partner within 21 days upon the original communication, and sent to the receiving Partner with a designation of being confidential.

 

  • Unless otherwise required by the grant notices each Partner shall not disclose to third parties any INFORMATION received from the other Partners for a period of up to three years upon the termination of this Agreement and shall use it for the execution of the above Experiment exclusively.

 

  • The obligation of confidentiality above shall not apply to such INFORMATION for which it can be proved that it

 

  • belongs to the public domain through publications or the like or
  • falls into the public domain without the fault of the receiving Partner or
  • was disclosed to the receiving Partner by a third party without the obligation of confidentiality or
  • was approved for disclosure or publication by the disclosing Partner in text form or
  • had already been known to the receiving Partner prior to the disclosure by a Partner or
  • has been developed by staff of the receiving Partner, who had no access to the INFORMATION disclosed.

 

The Partner invoking one of the exceptions above shall bear the burden of proof of the corresponding conditions.

 

In case a statutory right to publication cannot be limited or INFORMATION has to be disclosed due to law or an order by court or authority, this publication/disclosure shall not represent any violation of the confidentiality obligation. As for the rest, the obligation outlined in Article 8.2 shall remain unaffected.

 

  • The Partners shall take the usual and reasonable measures to also make their employees keep such INFORMATION confidential according to the present provisions.

 

  • The pertinent data protection regulations, as amended, in particular the provisions of the EU General Data Protection Regulation (GDPR) [EU] 2016/679, the Federal Data Protection Act (BDSG), and the State Data Protection Act (LDSG) applicable to the respective Partner shall be observed by the Partners. The Partner collecting personal data is the controller according to Article 4, No. 7, GDPR, unless personal data are processed under a contract according to Article 28, GDPR. In the latter cases, a processing contract shall be concluded according to Article 28, pars. 3, 9, GDPR. In case the Partners jointly specify the purposes and means of processing, they shall be joint controllers according to Article 26, GDPR. In these cases, the Partners shall conclude an agreement according to Article 26, pars. 1, 2, GDPR.

 

  • At the request of the disclosing Partner, the receiving Partner shall be obliged to immediately return to the other Partner or delete any INFORMATION obtained and possibly made copies. Return may be requested within three months upon the end of this Agreement only. After three months, the receiving Partner shall be obliged to delete the data.

 

  • The obligation according to Article 7.6 shall not apply to routinely made backups of electronic data traffic as well as to INFORMATION and copies thereof, which have to be kept by the other Partner according to the valid legislation.

 

  • Each Partner shall have the right to publish his own work results. In particular, the DIH Partners shall reserve the right of publishing and disseminating their work results within the framework of this Experiment and shall use it in a non-discriminatory manner. When doing so, appropriate reference shall be made to the Experiment. The Partner shall be obliged to inform the other Partners in advance of the intended publication. The latter obligation shall end six months upon the end of the Experiment.

 

  • Publications containing confidential INFORMATION, work results, or non-contractual intellectual property of other Partners shall require the prior approval of the respective Partner, which must not be unreasonably refused. In case the respective Partner does not object to the publication submitted to him within a period of three weeks upon receipt, this approval shall be deemed to have been granted. Publication obligations under the Grant Agreement and/or the Consortium Agreement take precedence.

 

In case of study projects, bachelor’s and master’s theses, or doctoral or habilitation projects, the Partner having the right of approval shall observe to the extent actually and legally possible the legal obligations and justified interests of the student or doctoral or habilitation candidate and of the Partner supervising the student or candidate. When coordinating the publication, the Partners shall agree that study projects, bachelor’s or master’s theses as well as doctoral/habilitation theses written within the framework of the Experiment have to be written or published by a given deadline.

 

This shall not affect the obligation of each Partner to report and publish to the funding agency.

 

 

  1. Duration, Termination

 

  • This Experiment Agreement shall enter into force subject to the conclusion of the Sub Grant Agreement (between the SME and the Coordinator) retroactively upon signing by all Partners at the 2022-05-01 and shall expire after the funding organization has accepted the joint final report, unless the Agreement was terminated before or completed in another way. (The Experiment has a presumable duration from 2022-05-01 to 2023-01-31.)

 

  • The Partners shall have the right to terminate this Agreement for an important reason only. An important reason shall be the termination of the EUHubs4Data cooperation agreement, the termination of the Sub Grant Agreement, the suspension or reduction of funding for one Partner or several Partners, the withdrawal of one Partner from the Agreement, whose contribution to the Experiment is essential for the other Partners and without whom the Experiment cannot be continued or the situation that the results show that the objective of the Experiment cannot be reached at all or with an unreasonable expenditure only. Termination of this Experiment Agreement shall be communicated in writing to the Coordinator and the other Partners.

 

  • The terminating Partner shall set up a final report and return at request any documents, documentations, data carriers, and objects received from the other Partners. The Agreement of the remaining Partners shall not be affected by the withdrawal of the terminating Partner. In case of a termination by one Partner, further proceeding and in particular the transfer of tasks that still remain to be fulfilled from the withdrawing Partner to other Partners shall be negotiated in agreement with the Coordinator involving the responsible consortium bodies of the EUHubs4Data Project, if necessary.

 

  • In case a Partner leaves the Experiment, the obligation of the remaining Partners to him according to Article 2 of this Agreement shall expire. As regards earlier work, however, the leaving Partner shall remain obliged to the other Partners according to Articles 2 to 11 of this Agreement. The obligation of the remaining Partners to a leaving Partner according to Articles 6 and 7 of this Agreement shall apply to results developed and to property rights applied for prior to the withdrawal of this Partner exclusively. The obligation of the remaining Partners to the leaving Partner according to Article 8 of this Agreement shall continue to be valid.

 

 

  1. Liability

 

  • The Partners shall execute the tasks assumed under the Experiment properly and to the best of their knowledge taking into account the state of the art known to them. The Partners shall not assume any warranty for reaching a concrete research and development result, for the suitability of the work results or of their non-contractual intellectual property for the purposes of the other Partners, and/or for the absence of rights of third parties. As soon as a Partner becomes aware of such property rights, however, he shall inform the other Partners accordingly. A corresponding obligation to search for such rights, however, does not exist.

 

  • The Partners shall mutually waive any claims for material and pecuniary damage, except in case of intent or gross negligence. In case of gross negligence, liability for consequential damage shall be excluded.

 

  • According to Article 9.2, the DIH Partner shall only be liable for the failure of the platform in case of intent of gross negligence. In the case of gross negligence, liability for consequential damage shall be excluded. As for the rest, it shall be limited to the typically foreseeable damage. The DIH Partner shall inform the Partners as early as possible about maintenance work and other expected or occurring disturbances. He shall try to repair these disturbances and to ensure that the Experiment can be executed. In such a case, the Partners shall agree on the further proceeding.

 

  • In case of claims of third parties, the Partners agree that they shall only be liable according to their shares in the fault and shall be obliged to indemnify the other Partner from any further claims.

 

  • The exclusions and limitations of liability shall not apply to claims according to statutory legislation such as regarding Product Liability, based on fraudulent behavior or claims based on the liability for guaranteed characteristics and for the injury of life, body, or health.

 

  • To the extent to which liability of the Partners is excluded or limited according to the regulations above, this also applies to the personal liability of representatives, employees, and other subcontractors of the Partners.

 

 

  1. Concluding Provisions

 

  • The Partners shall be subject to superior rules of law and in particular to the EU Competition Law.

 

  • Should a provision of this Agreement be or become invalid, this shall not affect the validity of the remaining provisions or the Agreement as a whole. The said provision shall be replaced retroactively by a new legally valid provision, the result of which shall reflect as much as possible the invalid provision which will be replaced. The same shall apply accordingly to gaps in the Agreement.

 

  • Any modifications and amendments of this Agreement shall be in writing to be effective. This requirement of written form shall be waived in writing only.

 

  • The Partners shall not have the right of make legally binding declarations or to enter obligations with effect for other Partners or for the Partners together.

 

  • Rights (except for property rights or shares in them) and obligations arising from this Agreement shall not be assignable without the prior approval in writing by the other Partner.

 

  • The present Agreement shall replace any and all oral or written agreements made by the Partners with respect to the Experiment prior to signing this Agreement, except the Grant Agreement and the Consortium Agreement. There shall be no side agreements.

 

  • The Partners shall try to settle amicably all disputes arising. In case an amicable agreement cannot be achieved, first the Coordinator and the responsible consortium bodies shall be asked to settle such dispute. The legal venue shall be Brussels provided that this is legally permissible. Belgium law shall apply.

 

  • The rights of the funding authority and the obligations of the Partners to the funding authority according to the Grant Agreement and the Consortium Agreement shall remain unaffected by this Experiment Agreement and shall take precedence in case of conflicts. In case of major conflicts, the Partners shall try to adapt this Agreement accordingly. The SME and the DIH-Third-Party are aware of the contents of the Grant Agreement and the Consortium Agreement, as they are the subject of the Sub Grant Agreement.

 

  • The following annexes shall be part of this Agreement:

Annex 1: Project description (including possibly existing work plan)

Annex 2: Data use agreement

 

Karlsruhe Institute of Technology

 

Karlsruhe,

 

 

 

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[           ]

Place,

 

 

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[           ]

Place,

 

 

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Annex2: Data Use Agreement

for the Execution of an EUHubs4Data Experiment

 

between

 

Karlsruhe Institute of Technology

Kaiserstraße 12, 76131 Karlsruhe, Germany

 

– hereinafter referred to as “KIT” or “DIH-Partner” –

 

and

 

[           ] [           ]

 

– hereinafter referred to as “DIH Third Party“/“DIH Partner”-

 

and

 

[           ] [           ]

 

– hereinafter referred to as “ SME“ or “Data Provider” –

 

– hereinafter referred to as “Partner” or “Partners” –

 

 

The Partners have joined forces to execute Experiment on [  ] (hereinafter referred to as “Experiment”) within the framework of the overall project “EUHubs4Data” (. For this purpose, a separate sub cooperation agreement (Experiment Agreement) is concluded by the Partners, the definitions and provisions of which are also applicable to the present Data Use Agreement, unless the latter contains deviating provisions with respect to the data.

 

The Data Provider provides real data sources for use in the Experiment. The present Agreement outlines provisions relating to this provision of data and their use.

 

 

  1. Data Provided

For the execution of the Experiment platforming the framework of the EUHubs4Data project, the Data Provider shall provide the following data at no cost:

  • [Description of the data; if applicable, indicate the format]
  • ….

(hereinafter referred to as “Data”).

 

  1. Data Protection

The Data Provider shall ensure that the Data provided are no personal data subject to the provisions of the pertinent data protection legislation.

 

Consequently, the Data Provider shall exclusively provide Data that also do not allow him as the controller transmitting the Data to draw any conclusion with respect to the concrete person. This means that the Data shall be anonymous not only for the receiving Partners, but also for the Data Provider and the Partner from where they come. Only Data anonymized in this way shall be made available to the DIH-Partner through the data platform. It shall be ensured that also the Data proper do not allow any conclusion to be drawn with respect to persons (e.g. by combining gender, age, demographic data, etc.). Moreover, the Data Provider shall not make available Data within the framework of the Experiment, within the framework of another cooperation with the Partners, or by publication, from which one Partner can draw conclusions with respect to the person concerned. In addition, the Data Provider shall be obliged not to conclude any agreements with third parties that enable the latter to transmit Data, from which a Partner may draw conclusions with respect to the person concerned. The Data Provider shall be responsible for ensuring anonymization as outlined in this section.

 

In case the Data provided still contain personal data, every Partner may reject or delete the Data as soon as he obtains knowledge thereof. The receiving Partners shall not work with these personal data. The receiving Partners shall not be obliged to check whether the Data are of personal character. The Data Provider shall be obliged to do so.

 

  1. Rights of Use, Exploitation

3.1       The Partners, and in case of a subcontractor, the corresponding third parties shall be granted the right of use at no cost of the above Data for the execution of the Experiment only. This right of use shall be non-exclusive, non-transferable, and non-sublicensable for the duration of this Agreement.

 

3.2       Any intended further use of the Data shall be notified to the Data Provider in due time in advance and shall require separate prior approval in writing by the Data Provider.

 

3.3       The Data provided shall only be used for the execution of the Experiment by the Partners. Transmission of the Data to a third party shall be permitted only, if this is required for the purpose of this Agreement and subject of the permit granted. In this case, the Partners shall be obliged to expressly prohibit any other use or transmission of the Data by the third party and to check compliance with these provisions.

 

3.4       As regards the Data provided to him and the corresponding rights of use, each Partner shall be responsible for compliance with foreign trade and export control laws and regulations.

 

3.5       Mere provision of Data shall not constitute any right in work results obtained with them. Provisions on the use of work results and in particular on inventions shall be agreed upon by the Partners in the Experiment Agreement.

 

3.6       The Partners shall be obliged to inform the Data Provider on request about how the Data are used and, if necessary for the execution of the Experiment, to which third party the Data were transmitted.

 

  1. Confidentiality, Publication

Apart from the confidential information outlined in Article 8 of the Experiment Agreement, INFORMATION shall also be the Data made available by the Data Provider for the Experiment, unless these Data are expressly designated as accessible for third parties by the Data Provider. Hence, the provisions of Article 7 of the Experiment Agreement shall also apply to Data supplied by the Data Provider.

 

  1. Return

5.1       If not otherwise agreed by the Partners and contrary to Article 7.6 of the Experiment Agreement, the DIH-Partner shall delete the Data upon expiry of a period of three (3) months upon termination of the Experiment.

 

5.2       As regards routinely made backup copies, Data shall be deleted at a time other than specified in Article 7.7 of Experiment Agreement. However, the confidentiality obligation shall remain unaffected.

 

  1. Liability and Warranty

 

6.1       The liability clause of the Experiment Agreement shall apply.

 

6.2       In case of negligent or intentional misbehavior with respect to the conditions mentioned above in this Agreement, the Data Provider shall have the right to revoke the right of use of the respective Partner.

 

  1. Applicability of the Experiment Agreement

 

In all other respects, the provisions of the Experiment Agreement shall apply (including but not limited to the regulations of liability, duration, applicable law etc.) and take precedence over the provisions made herein.

 

Karlsruhe Institute of Technology

 

Karlsruhe,

 

 

 

———————————————–             ————————————————

 

 

 

[           ]

 

Place,

 

 

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[           ]

 

Place,

 

 

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