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TeamPerMed Consortium Agreement, version 2 Consortium Agreement TeamPerMed Based on DESCA – Model Consortium Agreement for Horizon Europe  TeamPerMed Consortium Agreement, version 2 CONSORTIUM AGREEMENT THIS CONSORTIUM AGREEMENT is based upon Regulation (EU) No 2021/695 of the European Parliament and of the Council of 28 April 2021 establishing Horizon Europe – the Framework Programme for Research and Innovation (2021-2027), laying down its rules for participation and dissemination (hereinafter referred to as “Horizon Europe Regulation”), and on the European Commission’s General Model Grant Agreement and its Annexes, and is made on 01.09.2023, hereinafter referred to as the Effective Date BETWEEN: 1. TARTU ÜLIKOOL, UTARTU, with legal address Ülikooli 18, 50090, Tartu, Estonia, the Coordinator, 2. ERASMUS UNIVERSITAIR MEDISCH CENTRUM ROTTERDAM, EMC, with legal address Dr Molewaterplein 40, 3015 GD, Rotterdam Netherlands, 3. HELSINGIN YLIOPISTO UH, with legal address Yliopistonkatu 3, 00014 Helsingin Yliopisto, Finland, 4. SIHTASUTUS TARTU ULIKOOLI KLIINIKUM, TUH, with legal address Puusepa 1a, 50406 Tartu, Estonia, 5. ERASMUS UNIVERSITEIT ROTTERDAM, EUR, with legal address Burgemeester Oudlaan 50, 3062 PA, Rotterdam Netherlands hereinafter, jointly or individually, referred to as “Beneficiaries” or “Beneficiary”, and 6. SIHTASUTUS PÕHJA-EESTI REGIONAALHAIGLA, PERH, with legal address J Sütiste Tee 19, 13419 Tallinn, Estonia, 7. Eesti Meditsiinigeneetika Selts, EMGS, with legal address L. Puusepa tn 2, 51014 Tartu, Estonia, 8. EESTI ARSTIDE LIIT MTÜ, EAL, with legal address Pepleri 32, 51010 Tartu, Estonia, 9. Estonian Health Insurance fund, EHK, with legal address Lastekodu 48, Tallinn 10113, Estonia, 10. SOTSIAALMINISTEERIUM, MSAE, with legal address Suur-Ameerika 1, 10122 Tallinn, Estonia, 11. HARIDUS- JA TEADUSMINISTEERIUM, MOER, with legal address Munga 18, 50088 Tartu, Estonia, hereinafter, jointly or individually, referred to as “Associated Partners” or “Associated Partner”, hereinafter Beneficiaries and Associated Partner(s), jointly or individually, referred to as “Parties” or ”Party”, relating to the Action entitled CENTRE FOR DATA ENRICHED MEDICINE (TEAMPERMED) in short TeamPerMed hereinafter referred to as “Project” © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 2 / 47  TeamPerMed Consortium Agreement, version 2 WHEREAS: The Parties, having considerable experience in the field concerned, have submitted a proposal for the Project to the Granting Authority as part of Horizon Europe – the Framework Programme for Research and Innovation (2021-2027). The Parties wish to specify or supplement binding commitments among themselves in addition to the provisions of the specific Grant Agreement to be signed by the Beneficiaries and the Granting Authority (hereinafter “Grant Agreement”). The Parties are aware that this Consortium Agreement is based upon the DESCA model consortium agreement. NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 1 Definitions Definitions Words beginning with a capital letter shall have the meaning defined either herein or in the Horizon Europe Regulation or in the Grant Agreement including its Annexes. Additional Definitions “Beneficiaries” In addition to the definition in the Grant Agreement, by signing this agreement, Parties explicitly agree that EUR will accede to the Grant Agreement as a Beneficiary under the same conditions as all other Beneficiaries and agree to cooperate to facilitate this change. “Consortium Body” Consortium Body means any management body described in Section 6 of this Consortium Agreement. “Consortium Plan” Consortium Plan means the description of the Action and the related agreed budget as first defined in the Grant Agreement and which may be updated by the Steering Committee. “Granting Authority” means the body awarding the grant for the Project. “Defaulting Party” Defaulting Party means a Party which the Steering Committee has declared to be in breach of this Consortium Agreement and/or the Grant Agreement as specified in Section 4.3 of this Consortium Agreement. “Needed” means: © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 3 / 47  TeamPerMed Consortium Agreement, version 2 For the implementation of the Project: 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 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. “Software” Software means sequences of instructions to carry out a process in, or convertible into, a form executable by a computer and fixed in any tangible medium of expression. 2 Purpose The purpose of this Consortium Agreement is to specify with respect to the Project the relationship among the Parties, in particular concerning the organisation of the work between the Parties, the management of the Project and the rights and obligations of the Parties concerning inter alia liability, Access Rights and dispute resolution. 3 Entry into force, duration and termination Entry into force An entity becomes a Party to this Consortium Agreement upon signature of this Consortium Agreement by a duly authorised representative. This Consortium Agreement shall have effect from the Effective Date identified at the beginning of this Consortium Agreement. An entity becomes a new Party to the Consortium Agreement upon signature of the accession document (Attachment 2) by the new Party and the Coordinator. Such accession shall have effect from the date identified in the accession document. The Parties hereby confirm and are aware that an amendment request has been submitted to the Granting Authority with the intention of adding a new Beneficiary (Erasmus Universiteit Rotterdam, EUR) to the Project and as a Party to the Grant Agreement. The Parties hereby agree, that if the Granting Authority will not approve such an amendment to the Grant Agreement and/or in case the Beneficiary EUR will not sign the Grant Agreement accession document by the deadline set by the Granting Authority, then this Consortium Agreement shall be considered automatically terminated in respect of the EUR upon the expiration of the deadline for signing the Grant Agreement accession document. For the sake of clarity, in such case the EUR shall not be considered a Defaulting Party, unless non-joining the Project and Grant Agreement is caused by EUR´s actions or omissions. © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 4 / 47  TeamPerMed Consortium Agreement, version 2 Duration and termination This Consortium Agreement shall continue in full force and effect until complete fulfilment of all obligations undertaken by the Parties under the Grant Agreement and under this Consortium Agreement. However, this Consortium Agreement or the participation of one or more Parties to it may be terminated in accordance with the terms of this Consortium Agreement. If - the Grant Agreement is not signed by the Granting Authority or a Beneficiary, or - the Grant Agreement is terminated, or - a Beneficiary’s participation in the Grant Agreement is terminated, this Consortium Agreement shall automatically terminate in respect of the affected Party/ies, subject to the provisions surviving the expiration or termination under Section 3.3 of this Consortium Agreement. If an Associated Partner´s participation in the Project is terminated, its participation in this Consortium Agreement may be terminated subject to the provisions surviving the expiration or termination under this Consortium Agreement (Section 4.2 and Section 3.3). Survival of rights and obligations The provisions relating to Access Rights, Dissemination and confidentiality, for the time period mentioned therein, as well as for liability, applicable law and settlement of disputes shall survive the expiration or termination of this Consortium Agreement. Termination shall not affect any rights or obligations of a Party leaving the Project incurred prior to the date of termination, unless otherwise agreed between the Steering Committee and the leaving Party. This includes the obligation to provide all necessary input, deliverables and documents for the period of its participation. 4 Responsibilities of Parties General principles Each Party undertakes to take part in the efficient implementation of the Project, and to cooperate, perform and fulfil, promptly and on time, all of its obligations under the Grant Agreement and this Consortium Agreement as may be reasonably required from it and in a manner of good faith as prescribed by Belgian law. Each Party undertakes to notify promptly the Granting Authority and the other Parties, in accordance with the governance structure of the Project, of any significant information, fact, problem or delay likely to affect the Project. Each Party shall promptly provide all information reasonably required by a Consortium Body or by the Coordinator to carry out its tasks and shall responsibly manage the access of its employees to the EU Funding & Tenders Portal. © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 5 / 47  TeamPerMed Consortium Agreement, version 2 Each Party shall take reasonable measures to ensure the accuracy of any information or materials it supplies to the other Parties. Specific responsibilities for Associated Partners For the avoidance of doubt, the Associated Partners do not sign the Grant Agreement and do not receive funding from the Granting Authority and therefore do not have a right to charge costs or claim contributions from the Granting Authority. Associated Partners must ensure its/their own funding for the implementation of the Project. However, certain terms and conditions of the Grant Agreement and its Annexes are applicable to the Associated Partners. The Coordinator will share a copy of the signed Grant Agreement and information on any amendments with the Associated Partners. The Associated Partners hereby commit to implement the Project tasks attributed to it/them in Annex 1 of the Grant Agreement. In addition, the Associated Partners hereby commit especially to the following articles of the Grant Agreement and related regulations of Annex 5: - Proper implementation of the action (Article 11) - Conflicts of interest (Article 12) - Confidentiality and security (Article 13) - Ethics and values (Article 14) - Visibility (Article 17.2) - Specific rules for carrying out the action (Article 18) - Information obligations (Article 19) ) - Record-keeping (Article 20) The Associated Partners support the Beneficiaries regarding their exploitation, dissemination and Open Science obligations and commit to contribute to the technical and continuous reporting during and after the implementation of the Project. Furthermore, the Associated Partners hereby explicitly agree to cooperate with and grant access to bodies according to Article 25 of the Grant Agreement (the Granting Authority, the European Anti-Fraud Office (OLAF), the European Public Prosecutor’s Office (EPPO), the European Court of Auditors (ECA)), so that these bodies can carry out checks, reviews, audits and investigations also towards the Associated Partners. Any Associated Partner from a non-EU-country undertakes to comply additionally with any other obligation arising from Art. 10.1 of the Grant Agreement. In case of termination or being declared a Defaulting Party, an Associated Partner shall, within the limits specified in section 5.2 of this Consortium Agreement, bear any reasonable and justifiable costs occurring to the other Parties for performing this Associated Partners tasks and the costs for additional efforts necessary to implement the Project. Moreover, an Associated Partner is obliged to indemnify the other Parties for any claim of the Granting Authority against them, caused by this Associated Partner´s actions or omissions during Grant Agreement preparation, Project implementation or after Project end. © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 6 / 47  TeamPerMed Consortium Agreement, version 2 Should the Associated Partners be obliged to sign a separate agreement concerning its funding for the Project, it is the responsibility of the Associated Partner to ensure such agreement is not in conflict with this Consortium Agreement. Breach In the event that the Steering Committee identifies a breach by a Party of its obligations under this Consortium Agreement or the Grant Agreement (e.g. improper implementation of the Project), the Coordinator or, if the Coordinator is in breach of its obligations, the Party appointed by the Steering Committee, will give formal notice to such Party requiring that such breach will be remedied within 30 calendar days from the date of receipt of the written notice by the Party. If such breach is substantial and is not remedied within that period or is not capable of remedy, the Steering Committee may decide to declare the Party to be a Defaulting Party and to decide on the consequences thereof which may include termination of its participation. Involvement of third parties A Party that enters into a subcontract or otherwise involves third parties (including but not limited to Affiliated Entities or other Participants) in the Project remains responsible for carrying out its relevant part of the Project and for such third party’s compliance with the provisions of this Consortium Agreement and of the Grant Agreement. Such Party has to ensure that the involvement of third parties does not affect the rights and obligations of the other Parties under this Consortium Agreement and the Grant Agreement. Specific responsibilities regarding data protection Where necessary, the Parties shall cooperate in order to enable one another to fulfil legal obligations arising under applicable data protection laws (the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and relevant national data protection law applicable to said Party) within the scope of the performance and administration of the Project and of this Consortium Agreement. In particular, the Parties shall, where necessary, conclude a separate data processing, data sharing and/or joint controller agreement before any data processing or data sharing takes place. 5 Liability towards each other No warranties In respect of any information or materials (incl. Results and Background) supplied by one Party to another under the Project, no warranty or representation of any kind is made, given or implied as to the sufficiency or fitness for purpose nor as to the absence of any infringement of any proprietary rights of third parties. Therefore, - the recipient Party shall in all cases be entirely and solely liable for the use to which it puts such information and materials, and © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 7 / 47  TeamPerMed Consortium Agreement, version 2 - no Party granting Access Rights shall be liable in case of infringement of proprietary rights of a third party resulting from any other Party (or its entities under the same control) exercising its Access Rights. Limitations of contractual liability No Party shall be responsible to any other Party for any indirect or consequential loss or similar damage such as, but not limited to, loss of profit, loss of revenue or loss of contracts, except in case of breach of confidentiality. A Party’s general aggregate liability towards the other Parties collectively shall be limited to once the Party’s share of the total costs of the Project as identified in Annex 2 of the Grant Agreement. A Party’s liability shall not be limited under either of the two foregoing paragraphs to the extent such damage was caused by a wilful act or gross negligence or to the extent that such limitation is not permitted by law. Damage caused to third parties Each Party shall be solely liable for any loss, damage or injury to third parties resulting from the performance of the said Party’s obligations by it or on its behalf under this Consortium Agreement or from its use of Results or Background. Force Majeure No Party shall be considered to be in breach of this Consortium Agreement if it is prevented from fulfilling its obligations under the Consortium Agreement by Force Majeure. Each Party will notify the Steering Committee of any Force Majeure without undue delay. If the consequences of Force Majeure for the Project are not overcome within 6 weeks after such notice, the transfer of tasks - if any - shall be decided by the Steering Committee. 6 Establishment of a centre of excellence (CoE). Governance structure of the consortium and CoE The University of Tartu will form the Centre for Personalised Medicine (hereinafter: TeamPerMed CoE or CoE), a multi-disciplinary centre of excellence integrating expertise in Genetics, IT, Clinical Medicine, Public Health, and Socio-Economic Analysis. The TeamPerMed CoE will legally be part of UTARTU and comply with university academic rules and regulations, but otherwise will be autonomous in its decisions regarding legal, administrative and strategic matters. It is hereby agreed that the CoE will be established in form of an intra-university consortium, which can be changed at any time into another structural unit of UTARTU provided that this form ensures at least an equivalent level of autonomy. © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 8 / 47  TeamPerMed Consortium Agreement, version 2 General structure of the consortium and CoE The organisational structure of the consortium shall comprise the following Consortium Bodies: The Steering Committee is the decision-making body of the consortium. The Steering Committee will also act as the council (decision-making body) of the CoE during and beyond the Project if not otherwise agreed by the Parties. The Coordinator is the legal entity acting as the intermediary between the Parties and the Granting Authority. The Coordinator shall, in addition to its responsibilities as a Party, perform the tasks assigned to it as described in the Grant Agreement and this Consortium Agreement. The Coordinator shall appoint the head of the CoE on the proposal of the Steering Committee. The work of CoE is managed by the council (Steering Committee) and the head (Director). The Director of CoE will supervise CoE staff and help develop the CoE strategies. The Coordinator, on the proposal of the head of the CoE, shall appoint other staff of CoE, which may include a Dissemination Coordinator, an Education Coordinator, an Innovation Liaison, a Developer (who is responsible for working with researchers throughout the consortium to develop funding proposals and help ensure the sustainability of the CoE), Infrastructure Manager and other staff. An Innovation Committee is intended to be formed to identify the best method of exploitation for TeamPerMed research. Coordination Groups will be formed as described in the Project Proposal to drive key areas of activity at the CoE. Members of the Steering Committee 6.2.1. The Steering Committee shall consist of representatives of each Beneficiary and Associated Partners MSAE, MOER and EHK (hereinafter referred to as “Member”) as follows: UTARTU – 4 representatives; EMC – 1 representatives; UH – 1 representatives; TUH – 2 representative; EUR – 1 representative; MSAE – 1 representative; MOER – 1 representative; EHK – 1 representative. 6.2.2. For the avoidance of doubt, the Associated Partners PERH, EMGS and EAL shall not participate in decision-making processes concerning the management of CoE and the Project and shall be only involved in the work of the Advisory Board. 6.2.3. Notwithstanding the provisions of Sections 6.2.1 and 6.3.7.1 all Associated Partners are excluded from voting on and vetoing the following decisions of the Steering Committee and therefore are not counted towards any respective quorum: - Financial changes to the Consortium Plan; © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 9 / 47  TeamPerMed Consortium Agreement, version 2 - Distribution of EU contribution among the Beneficiaries; - Proposals for changes to Annex 2 of the Grant Agreement to be agreed by the Granting Authority; - Decisions related to Section 7.1.4 of this Consortium Agreement. 6.2.4. The Parties agree to abide by all decisions of the Steering Committee. This does not prevent the Parties from exercising their veto rights, according to Section 6.3.5, or from submitting a dispute for resolution in accordance with the provisions of settlement of disputes in Section 11.8 of this Consortium Agreement. Operational procedures for the Steering Committee The Steering Committee may adopt a formal decision on its rules of procedure. In the absence of an adopted decision, the Steering Committee shall follow the provisions of this section. The Coordinator shall chair all meetings of the Steering Committee unless decided otherwise by the Steering Committee. 6.3.1 Representation in meetings Any Member: - should be present or represented at any meeting; - may appoint a substitute or a proxy to attend and vote at any meeting; - and shall participate in a cooperative manner in the meetings. 6.3.2 Preparation and organisation of meetings 6.3.2.1 Convening meetings: The chairperson shall convene ordinary meetings of the Steering Committee at least once every six months and shall also convene extraordinary meetings at any time upon written request of any Member. 6.3.2.2 Notice of a meeting The chairperson shall give written notice of a meeting to each Member as soon as possible and no later than 14 calendar days preceding an ordinary meeting and 7 calendar days preceding an extraordinary meeting. 6.3.2.3 Sending the agenda: The chairperson shall prepare and send each Member an agenda no later than 14 calendar days preceding the meeting, or 7 calendar days before an extraordinary meeting. 6.3.2.4 Adding agenda items: Any agenda item requiring a decision by the Members must be identified as such on the agenda. Any Member may add an item to the original agenda by written notice to all of the other Members no later than 7 calendar days preceding the meeting and 2 days preceding an extraordinary meeting. © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 10 / 47  TeamPerMed Consortium Agreement, version 2 6.3.2.5 During a meeting of the Steering Committee, the Members present or represented can unanimously agree to add a new item to the original agenda. 6.3.2.6 Meetings of the Steering Committee may also be held by tele- or videoconference or other telecommunication means. 6.3.2.7 Decisions will only be binding once the relevant part of the minutes has been accepted according to Section 6.3.6.2. 6.3.3 Decisions without a meeting Any decision may also be taken without a meeting if a) the Coordinator circulates to all Members of the Steering Committee a suggested decision with a deadline for responses of at least 10 calendar days after receipt by a Party and b) the decision is agreed by 51 % of all Parties involved in the decision-making process according to the section 6.2. The Coordinator shall inform all the Members of the outcome of the vote. A veto according to Section 6.3.5 may be submitted up to 15 calendar days after receipt of this information. The decision will be binding after the Coordinator sends a notification to all Members. The Coordinator will keep records of the votes and make them available to the Parties on request. 6.3.4 Voting rules and quorum 6.3.4.1 The Steering Committee shall not deliberate and decide validly in meetings unless two-thirds (2/3) of its Members are present or represented (quorum). If the quorum is not reached, the chairperson of the Steering Committee shall convene another ordinary meeting within 15 calendar days. If in this meeting the quorum is not reached once more, the chairperson shall convene an extraordinary meeting which shall be entitled to decide even if less than the quorum of Members is present or represented. 6.3.4.2 Each representative of the Party shall have one vote. Associated Partners are excluded from certain decisions of the Steering Committee according to Section 6.2. A Party which the Steering Committee has declared according to Section 4.3 to be a Defaulting Party may not vote. © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 11 / 47  TeamPerMed Consortium Agreement, version 2 6.3.4.3 Decisions shall be taken by a majority of two-thirds (2/3) of the votes cast. 6.3.4.4 In case of a tie, the Coordinator will hold the decisive vote. 6.3.5 Veto rights 6.3.5.1 A Party which can show that its own work, time for performance, costs, liabilities, intellectual property rights or other legitimate interests would be severely affected by a decision of the Steering Committee may exercise a veto with respect to the corresponding decision or relevant part of the decision. 6.3.5.2 When the decision is foreseen on the original agenda, a Party may only veto such a decision during the meeting. 6.3.5.3 When a decision has been taken on a new item added to the agenda before or during the meeting, a Party may veto such decision during the meeting or within 15 calendar days after receipt of the draft minutes of the meeting. 6.3.5.4 When a decision has been taken without a meeting a Party may veto such decision within 15 calendar days after receipt of the written notice by the chairperson of the outcome of the vote. 6.3.5.5 In case of exercise of veto, the Parties shall make every effort to resolve the matter which occasioned the veto to the general satisfaction of all Parties. 6.3.5.6 A Party may neither veto decisions relating to its identification to be in breach of its obligations nor to its identification as a Defaulting Party. The Defaulting Party may not veto decisions relating to its participation and termination in the consortium or the consequences of them. 6.3.5.7 A Party requesting to leave the consortium may not veto decisions relating thereto. 6.3.6 Minutes of meetings 6.3.6.1 The chairperson shall produce minutes of each meeting which shall be the formal record of all decisions taken. He/she shall send draft minutes to all Members within 10 calendar days of the meeting. © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 12 / 47  TeamPerMed Consortium Agreement, version 2 6.3.6.2 The minutes shall be considered as accepted if, within 15 calendar days from receipt, no Party has sent an objection to the chairperson with respect to the accuracy of the draft minutes by written notice. 6.3.6.3 The chairperson shall send the accepted minutes to all the Members, and to the Coordinator, who shall retain copies of them. 6.3.7 Decisions of the Steering Committee The Steering Committee shall be free to act on its own initiative to formulate proposals and take decisions in accordance with the procedures set out herein. 6.3.7.1. The following decisions shall be taken by the Steering Committee concerning the Project, Grant Agreement and Consortium Agreement: - Proposals for changes to Annexes 1 and 2 of the Grant Agreement to be agreed by the Granting Authority - Changes to the Consortium Plan - Modifications or withdrawal of Background in Attachment 1 (Background Included) - Additions to Attachment 3 (List of Third Parties for simplified transfer according to Section 8.3.2) - Additions to Attachment 4 (Identified entities under the same control) - Entry of a new Party to the Project and approval of the settlement on the conditions of the accession of such a new Party - Withdrawal of a Party from the Project and the approval of the settlement on the conditions of the withdrawal - Proposal to the Granting Authority for a change of the Coordinator - Proposal to the Granting Authority for suspension of all or part of the Project - Proposal to the Granting Authority for termination of the Project and the Consortium Agreement - Identification of a breach by a Party of its obligations under this Consortium Agreement or the Grant Agreement - Declaration of a Party to be a Defaulting Party - Remedies to be performed by a Defaulting Party - Termination of a Defaulting Party’s participation in the consortium and measures relating thereto - Steps to be taken for litigation purposes and the coverage of litigation costs in case of joint claims of the parties of the consortium against a Party (Section 4.2, Section 7.1.4) In the case of abolished tasks as a result of a decision of the Steering Committee, Members shall rearrange the tasks of the Parties concerned. Such rearrangement shall take into consideration any prior legitimate commitments which cannot be cancelled. 6.3.7.2. The following decisions shall be taken by the Steering Committee concerning the management of CoE: - approval of the CoE development strategy and activity plan; - approval of requirements for the head of the CoE and election of the head; - guidance to the head of the CoE on planning and organising the work of the CoE; - approval and amendments of the budget of CoE; - involvement of new members in composition of the CoE; © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 13 / 47  TeamPerMed Consortium Agreement, version 2 - approval of rules of procedure of the CoE; - helping apply for funding necessary for the work of CoE, from national and other sources; - appointment, if necessary, of Advisory Board Members; - establishment of structural units and management boards of CoE; - other matters provided in the statutes of CoE and relevant for the development of the CoE. Coordinator 6.4.1 The Coordinator shall be the intermediary between the Parties and the Granting Authority and shall perform all tasks assigned to it as described in the Grant Agreement and in this Consortium Agreement. 6.4.2 In particular, the Coordinator shall be responsible for: - monitoring compliance by the Parties with their obligations under this Consortium Agreement and the Grant Agreement - keeping the address list of Members and other contact persons updated and available - collecting, reviewing to verify consistency and submitting reports, other deliverables (including financial statements and related certification) and specific requested documents to the Granting Authority - preparing the meetings, proposing decisions and preparing the agenda of Steering Committee meetings, chairing the meetings, preparing the minutes of the meetings and monitoring the implementation of decisions taken at meetings - transmitting promptly documents and information connected with the Project to any other Party concerned - administering the financial contribution of the Granting Authority and fulfilling the financial tasks described in Section 7.2 - providing, upon request, the Parties with official copies or originals of documents that are in the sole possession of the Coordinator when such copies or originals are necessary for the Parties to present claims - providing a copy of the Grant Agreement and its Annexes to the Associated Partners. If one or more of the Parties is late in submission of any Project deliverable, the Coordinator may nevertheless submit the other Parties’ Project deliverables and all other documents required by the Grant Agreement to the Granting Authority in time. 6.4.3 If the Coordinator fails in its coordination tasks, the Steering Committee may propose to the Granting Authority to change the Coordinator. 6.4.4 The Coordinator shall not be entitled to act or to make legally binding declarations on behalf of any other Party or of the consortium, unless explicitly stated otherwise in the Grant Agreement or this Consortium Agreement. © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 14 / 47  TeamPerMed Consortium Agreement, version 2 Advisory Board An Advisory Board (AB) will be appointed and steered by the Steering Committee. The AB shall assist and facilitate the decisions made by the Steering Committee. The Coordinator will ensure that a non-disclosure agreement is executed between all Parties and each AB member. Its terms shall be not less stringent than those stipulated in this Consortium Agreement, and it shall be concluded no later than 30 days after their nomination or before any confidential information will be exchanged/disclosed, whichever date is earlier. By way of exception to Section 6.4.4 above, the Parties hereby mandate the Coordinator to execute, in their name and on their behalf, a non-disclosure agreement (hereafter “NDA”) with each member of the AB, in order to protect Confidential Information disclosed by any of the Parties to any member of the AB. The NDA for the AB members is enclosed in Attachment 5. The mandate of the Coordinator comprises solely the execution of the NDA in Attachment 5. The Coordinator shall write the minutes of the AB meetings and submit them to the Steering Committee. The AB members shall be allowed to participate in Steering Committee meetings upon invitation but have not any voting rights. 7 Financial provisions Section 7 of the Consortium Agreement does not apply to Associated Partners. General Principles 7.1.1 Distribution of Financial Contribution The financial contribution of the Granting Authority to the Project shall be distributed by the Coordinator according to: - the Consortium Plan - the approval of reports by the Granting Authority, and - the provisions of payment in Section 7.2. A Beneficiary shall be funded only for its tasks carried out in accordance with the Consortium Plan. It is agreed between the Parties that part of the budget that has been allocated to EMC according to the Grant Agreement and Consortium Plan should have been, and hereby is, assigned to EUR. Paties agree that a total amount of funding of the Granting Authority of € 434.281,23 will be allocated to EUR. 7.1.2 Justifying Costs In accordance with its own usual accounting and management principles and practices, each Beneficiary shall be solely responsible for justifying its costs (and those of its Affiliated Entities, if any) with respect to the Project towards the Granting Authority. Neither the Coordinator nor any of the other Beneficiaries shall be in any way liable or responsible for such justification of costs towards the Granting Authority. © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 15 / 47  TeamPerMed Consortium Agreement, version 2 7.1.3 Funding Principles A Beneficiary that spends less than its allocated share of the budget as set out in the Consortium Plan or – in case of reimbursement via unit costs - implements less units than foreseen in the Consortium Plan will be funded in accordance with its units/actual duly justified eligible costs only. A Beneficiary that spends more than its allocated share of the budget as set out in the Consortium Plan will be funded only in respect of duly justified eligible costs up to an amount not exceeding that share. 7.1.4 Excess payments A Beneficiary has received excess payment a) if the payment received from the Coordinator exceeds the amount declared or b) if a Beneficiary has received payments but, within the last year of the Project, its real Project costs fall significantly behind the costs it would be entitled to according to the Consortium Plan. In case a Beneficiary has received excess payment, the Beneficiary has to inform the Coordinator and return the relevant amount to the Coordinator without undue delay. In case no refund takes place within 30 days upon request for return of excess payment from the Coordinator, the Beneficiary is in substantial breach of the Consortium Agreement. Amounts which are not refunded by a breaching Beneficiary and which are not due to the Granting Authority, shall be apportioned by the Coordinator to the remaining Beneficiaries pro rata according to their share of total costs of the Project as identified in the Consortium Budget, until recovery from the breaching Beneficiary is possible. The Steering Committee decides on any legal actions to be taken against the breaching Beneficiary according to Section 6.3.7.1. 7.1.5 Revenue In case a Beneficiary earns any revenue that is deductible from the total funding as set out in the Consortium Plan, the deduction is only directed toward the Beneficiary earning such revenue. The other Beneficiaries’ financial share of the budget shall not be affected by one Beneficiary’s revenue. In case the relevant revenue is more than the allocated share of the Beneficiary as set out in the Consortium Plan, the Beneficiary shall reimburse the funding reduction suffered by other Beneficiaries. 7.1.6 Financial Consequences of the termination of the participation of a Beneficiary A Beneficiary leaving the consortium shall refund to the Coordinator any payments it has received except the amount of contribution accepted by the Granting Authority or another contributor. In addition, a Beneficiary declared to be a Defaulting Party shall, within the limits specified in Section 5.2 of this Consortium Agreement, bear any reasonable and justifiable additional costs occurring to the other Beneficiaries in order to perform the leaving Beneficiary’s task and necessary additional efforts to fulfil them as a consequence of the Beneficiary leaving the consortium. The Steering Committee should agree on a procedure regarding additional costs which are not covered by the Defaulting Party or the Mutual Insurance Mechanism. © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 16 / 47  TeamPerMed Consortium Agreement, version 2 Payments 7.2.1 Payments to Beneficiaries are the exclusive task of the Coordinator In particular, the Coordinator shall: notify the Beneficiary concerned promptly of the date and composition of the amount transferred to its bank account, giving the relevant references perform diligently its tasks in the proper administration of any funds and in maintaining financial accounts undertake to keep the Granting Authority’s financial contribution to the Project separated from its normal business accounts, its own assets and property, except if the Coordinator is a Public Body or is not entitled to do so due to statutory legislation. With reference to Article 22 of the Grant Agreement, no Beneficiary shall before the end of the Project receive more than its allocated share of the maximum grant amount less the amounts retained by the Granting Authority for the Mutual Insurance Mechanism and for the final payment. 7.2.2 The transfer of the initial pre-financing, the additional pre-financings (if any) and interim payments to Beneficiaries will be handled in accordance with Article 22.1. and Article 7 of the Grant Agreement following this payment schedule: Funding of costs included in the Consortium Plan will be paid by the Coordinator to the Beneficiaries after receipt of payments from the Granting Authority without undue delay and in conformity with the provisions of the Grant Agreement. Costs accepted by the Granting Authority will be paid to the Beneficiary concerned. The Coordinator is entitled to withhold any payments due to a Beneficiary identified by the Steering Committee to be in breach of its obligations under this Consortium Agreement or the Grant Agreement or to a Beneficiary which has not yet signed this Consortium Agreement. The Coordinator is entitled to recover any payments already paid to a Beneficiary declared as a Defaulting Party except the costs already claimed by the Defaulting Party and accepted by the Granting Authority. The Coordinator is equally entitled to withhold payments to a Beneficiary when this is suggested by or agreed with the Granting Authority. As a consequence of the circumstances described under article 7.1.1., EMC shall, directly upon receiving the pre-financing from the Granting Authority, transfer the respective pre-financing amounting to € 130.284,37 to EUR. 8 Results Ownership of Results Results are owned by the Party that generates them. © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 17 / 47  TeamPerMed Consortium Agreement, version 2 Joint ownership Joint ownership is governed by Grant Agreement Article 16.4 and its Annex 5, Section Ownership of results, with the following additions: Unless otherwise agreed: - each of the joint owners shall be entitled to use their jointly owned Results for non-commercial research and teaching activities on a royalty-free basis, and without requiring the prior consent of the other joint owner(s). - 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) fair and reasonable compensation. The joint owners shall agree on all protection measures and the division of related cost in advance. Transfer of Results 8.3.1 Each Party may transfer ownership of its own Results, including its share in jointly owned Results, following the procedures of the Grant Agreement Article 16.4 and its Annex 5, Section Transfer and licensing of results, sub-section “Transfer of ownership”. 8.3.2 Each Party may identify specific third parties it intends to transfer the ownership of its Results to in Attachment (3) of this Consortium Agreement. The other Parties hereby waive their right to prior notice and their right to object to such a transfer to listed third parties according to the Grant Agreement Article 16.4 and its Annex 5, Section Transfer of licensing of results, sub-section “Transfer of ownership”, 3rd paragraph. 8.3.3 The transferring Party shall, however, at the time of the transfer, inform the other Parties of such transfer and shall ensure that the rights of the other Parties under the Consortium Agreement and the Grant Agreement will not be affected by such transfer. Any addition to Attachment (3) after signature of this Consortium Agreement requires a decision of the Steering Committee. 8.3.4 The Parties recognise that in the framework of a merger or an acquisition of an important part of its assets, it may be impossible under applicable EU and national laws on mergers and acquisitions for a Party to give at least 45 calendar days prior notice for the transfer as foreseen in the Grant Agreement. 8.3.5 The obligations above apply only for as long as other Parties still have - or still may request - Access Rights to the Results. © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 18 / 47  TeamPerMed Consortium Agreement, version 2 Dissemination 8.4.1 For the avoidance of doubt, the confidentiality obligations set out in Section 10 apply to all dissemination activities described in this Section 8.4 as far as Confidential Information is involved. 8.4.2 Dissemination of own (including jointly owned) Results 8.4.2.1 During the Project and for a period of 1 year after the end of the Project, the dissemination of own Results by one or several Parties including but not restricted to publications and presentations, shall be governed by the procedure of Article 17.4 of the Grant Agreement and its Annex 5, Section Dissemination, subject to the following provisions. Prior notice of any planned publication shall be given to the other Parties at least 45 calendar days before the publication. Any objection to the planned publication shall be made in accordance with the Grant Agreement by written notice to the Coordinator and to the Party or Parties proposing the dissemination within 30 calendar days after receipt of the notice. If no objection is made within the time limit stated above, the publication is permitted. 8.4.2.2 An objection is justified if a) the protection of the objecting Party's Results or Background would be adversely affected, or b) the objecting Party's legitimate interests in relation to its Results or Background would be significantly harmed, or c) the proposed publication includes Confidential Information of the objecting Party. The objection has to include a precise request for necessary modifications. 8.4.2.3 If an objection has been raised the involved Parties shall discuss how to overcome the justified grounds for the objection on a timely basis (for example by amendment to the planned publication and/or by protecting information before publication) and the objecting Party shall not unreasonably continue the opposition if appropriate measures are taken following the discussion. 8.4.2.4 The objecting Party can request a publication delay of not more than 90 calendar days from the time it raises such an objection. After 90 calendar days the publication is permitted, provided that the objections of the objecting Party have been addressed. 8.4.3 Dissemination of another Party’s unpublished Results or Background A Party shall not include in any dissemination activity another Party's Results or Background without obtaining the owning Party's prior written approval, unless they are already published. © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 19 / 47  TeamPerMed Consortium Agreement, version 2 8.4.4 Cooperation obligations The Parties undertake to cooperate to allow the timely submission, examination, publication and defense of any dissertation or thesis for a degree that includes their Results or Background subject to the confidentiality and publication provisions agreed in this Consortium Agreement. 8.4.5 Use of names, logos or trademarks Nothing in this Consortium Agreement shall be construed as conferring rights to use in advertising, publicity or otherwise the name of the Parties or any of their logos or trademarks without their prior written approval. 9 Access Rights Background included 9.1.1 In Attachment 1, the Parties have identified and agreed on the Background for the Project and have also, where relevant, informed each other that Access to specific Background is subject to legal restrictions or limits. Anything not identified in Attachment 1 shall not be the object of Access Right obligations regarding Background. 9.1.2 Any Party may add additional Background to Attachment 1 during the Project provided they give written notice to the other Parties. However, approval of the Steering Committee is needed should a Party wish to modify or withdraw its Background in Attachment 1. General Principles 9.2.1 Each Party shall implement its tasks in accordance with the Consortium Plan and shall bear sole responsibility for ensuring that its acts within the Project do not knowingly infringe third party property rights. 9.2.2 Any Access Rights granted exclude any rights to sublicense unless expressly stated otherwise. 9.2.3 Access Rights shall be free of any administrative transfer costs. 9.2.4 Access Rights are granted on a non-exclusive basis. © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 20 / 47  TeamPerMed Consortium Agreement, version 2 9.2.5 Results and Background shall be used only for the purposes for which Access Rights to it have been granted. 9.2.6 All requests for Access Rights shall be made in writing. The granting of Access Rights may be made conditional on the acceptance of specific conditions aimed at ensuring that these rights will be used only for the intended purpose and that appropriate confidentiality obligations are in place. 9.2.7 The requesting Party must show that the Access Rights are Needed. Access Rights for implementation Access Rights to Results and Background Needed for the performance of the own work of a Party under the Project shall be granted on a royalty-free basis, unless otherwise agreed for Background in Attachment 1. Access Rights for Exploitation 9.4.1 Access Rights to Results Access Rights to Results if Needed for Exploitation of a Party's own Results shall be granted on Fair and Reasonable conditions. Access rights to Results for internal research and for teaching activities shall be granted on a royalty- free basis. 9.4.2 Access Rights to Background if Needed for Exploitation of a Party’s own Results, shall be granted on Fair and Reasonable conditions. 9.4.3 A request for Access Rights may be made up to twelve months after the end of the Project or, in the case of Section 9.7.2.1.2, after the termination of the requesting Party’s participation in the Project. Access Rights for entities under the same control Entities under the same control have Access Rights under the conditions of the Grant Agreement Article 16.4 and its Annex 5, Section "Access rights to results and background”, sub-section “Access rights for entities under the same control” if they are identified in Attachment 4 (Identified entities under the same control) to this Consortium Agreement. Such Access Rights must be requested by the entity under the same control from the Party that holds the Background or Results. Alternatively, the Party granting the Access Rights may individually agree with the [Beneficiary / Party] requesting the Access Rights to have the Access Rights include the right to sublicense to the latter's entity under the same control [listed in Attachment 4]. Access Rights to an © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 21 / 47  TeamPerMed Consortium Agreement, version 2 entity under the same control shall be granted on Fair and Reasonable conditions and upon written bilateral agreement. Entities under the same control which obtain Access Rights in return fulfil all confidentiality obligations accepted by the Parties under the Grant Agreement or this Consortium Agreement as if such entities were Parties. Access Rights may be refused to entities under the same control if such granting is contrary to the legitimate interests of the Party which owns the Background or the Results. Access Rights granted to any entity under the same control are subject to the continuation of the Access Rights of the [Beneficiary / Party] with whom it is under the same control, and shall automatically terminate upon termination of the Access Rights granted to such [Beneficiary / Party]. Upon cessation of the status as an entity under the same control, any Access Rights granted to such former entity under the same control shall lapse. Further arrangements with entities under the same control may be negotiated in separate agreements. Additional Access Rights For the avoidance of doubt any grant of Access Rights not covered by the Grant Agreement or this Consortium Agreement shall be at the absolute discretion of the owning Party and subject to such terms and conditions as may be agreed between the owning and receiving Parties. Access Rights for Parties entering or leaving the consortium 9.7.1 New Parties entering the consortium As regards Results developed before the accession of the new Party, the new Party will be granted Access Rights on the conditions applying for Access Rights to Background. 9.7.2 Parties leaving the consortium 9.7.2.1 Access Rights granted to a leaving Party 9.7.2.1.1 Defaulting Party Access Rights granted to a Defaulting Party and such Party's right to request Access Rights shall cease immediately upon receipt by the Defaulting Party of the formal notice of the decision of the Steering Committee to terminate its participation in the consortium. 9.7.2.1.2 Non-defaulting Party A non-defaulting Party leaving voluntarily and with the other Parties' consent shall have Access Rights to the Results developed until the date of the termination of its participation. It may request Access Rights within the period of time specified in Section 9.4.3. © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 22 / 47  TeamPerMed Consortium Agreement, version 2 9.7.2.2 Access Rights to be granted by any leaving Party Any Party leaving the Project shall continue to grant Access Rights pursuant to the Grant Agreement and this Consortium Agreement as if it had remained a Party for the whole duration of the Project. Specific Provisions for Access Rights to Software For the avoidance of doubt, the general provisions for Access Rights provided for in this Section 9 are applicable also to Software. Parties’ Access Rights to Software do not include any right to receive source code or object code ported to a certain hardware platform or any right to receive respective Software documentation in any particular form or detail, but only as available from the Party granting the Access Rights. 10 Non-disclosure of information All information in whatever form or mode of communication, which is disclosed by a Party (the “Disclosing Party”) to any other Party (the “Recipient”) in connection with the Project during its implementation and which has been explicitly marked as “confidential” at the time of disclosure, or when disclosed orally has been identified as confidential at the time of disclosure and has been confirmed and designated in writing within 15 calendar days from oral disclosure at the latest as confidential information by the Disclosing Party, is “Confidential Information”. The Recipient hereby undertakes in addition and without prejudice to any commitment on non-disclosure under the Grant Agreement, for a period of 5 years after the final payment of the Granting Authority (the Coordinator notifies the Associated Partner(s) about the date of the final payment): - not to use Confidential Information otherwise than for the purpose for which it was disclosed; - not to disclose Confidential Information without the prior written consent by the Disclosing Party; - to ensure that internal distribution of Confidential Information by a Recipient shall take place on a strict need-to-know basis; and - to return to the Disclosing Party, or destroy, on request all Confidential Information that has been disclosed to the Recipients including all copies thereof and to delete all information stored in a machine-readable form to the extent practically possible. The Recipients may keep a copy to the extent it is required to keep, archive or store such Confidential Information because of compliance with applicable laws and regulations or for the proof of on-going obligations provided that the Recipient complies with the confidentiality obligations herein contained with respect to such copy. The Recipient shall be responsible for the fulfilment of the above obligations on the part of its employees or third parties involved in the Project and shall ensure that they remain so obliged, as far as legally possible, during and after the end of the Project and/or after the termination of the contractual relationship with the employee or third party. © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 23 / 47  TeamPerMed Consortium Agreement, version 2 The above shall not apply for disclosure or use of Confidential Information, if and in so far as the Recipient can show that: - the Confidential Information has become or becomes publicly available by means other than a breach of the Recipient’s confidentiality obligations; - the Disclosing Party subsequently informs the Recipient that the Confidential Information is no longer confidential; - the Confidential Information is communicated to the Recipient without any obligation of confidentiality by a third party who is to the best knowledge of the Recipient in lawful possession thereof and under no obligation of confidentiality to the Disclosing Party; - the disclosure or communication of the Confidential Information is foreseen by provisions of the Grant Agreement; - the Confidential Information, at any time, was developed by the Recipient completely independently of any such disclosure by the Disclosing Party; - the Confidential Information was already known to the Recipient prior to disclosure, or - the Recipient is required to disclose the Confidential Information in order to comply with applicable laws or regulations or with a court or administrative order, subject to the provision Section 10.7 hereunder. The Recipient shall apply the same degree of care with regard to the Confidential Information disclosed within the scope of the Project as with its own confidential and/or proprietary information, but in no case less than reasonable care Each Recipient shall promptly inform the relevant Disclosing Party by written notice of any unauthorised disclosure, misappropriation or misuse of Confidential Information after it becomes aware of such unauthorised disclosure, misappropriation or misuse. If any Recipient becomes aware that it will be required, or is likely to be required, to disclose Confidential Information in order to comply with applicable laws or regulations or with a court or administrative order or - in the case of an Associated Partner - with a reporting requirement from its national funding authority, it shall, to the extent it is lawfully able to do so, prior to any such disclosure - notify the Disclosing Party, and - comply with the Disclosing Party’s reasonable instructions to protect the confidentiality of the information. 11 Miscellaneous Attachments, inconsistencies and severability This Consortium Agreement consists of this core text and: © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 24 / 47  TeamPerMed Consortium Agreement, version 2 - Attachment 1 (Background included) - Attachment 2 (Accession document) - Attachment 3 (List of third parties for simplified transfer according to Section 8.3.2) - Attachment 4 (Identified entities under the same control ) - Attachment 5 (NDA for Advisory Board agreed under Section 6) In case the terms of this Consortium Agreement are in conflict with the terms of the Grant Agreement, the terms of the latter shall prevail. In case of conflicts between the attachments and the core text of this Consortium Agreement, the latter shall prevail. Should any provision of this Consortium Agreement become invalid, illegal or unenforceable, it shall not affect the validity of the remaining provisions of this Consortium Agreement. In such a case, the Parties concerned shall be entitled to request that a valid and practicable provision be negotiated that fulfills the purpose of the original provision. No representation, partnership or agency Except as otherwise provided in Section 6.4.4, no Party shall be entitled to act or to make legally binding declarations on behalf of any other Party or of the consortium. Nothing in this Consortium Agreement shall be deemed to constitute a joint venture, agency, partnership, interest grouping or any other kind of formal business grouping or entity between the Parties. No later than six months before the end of the Project, the Parties shall discuss the details of further operation of the CoE and its management beyond the Project. As a result of negotiations, the Parties may conclude an appropriate agreement in which the bases and conditions for the further sustainable development of the CoE are agreed upon. Formal and written notices Any notice to be given under this Consortium Agreement shall be addressed to the recipients as listed in the most current address list kept by the Coordinator. Any change of persons or contact details shall be immediately communicated to the Coordinator by written notice. The address list shall be accessible to all Parties. Formal notices: If it is required in this Consortium Agreement (Sections 4.3, 9.7.2.1.1, and 11.4) that a formal notice, consent or approval shall be given, such notice shall be signed by an authorised representative of a Party and shall either be served personally or sent by mail with recorded delivery with acknowledgement of receipt. Written notice: Where written notice is required by this Consortium Agreement, this is fulfilled also by other means of communication such as e-mail with acknowledgement of receipt. © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 25 / 47  TeamPerMed Consortium Agreement, version 2 Assignment and amendments Except as set out in Section 8.3, no rights or obligations of the Parties arising from this Consortium Agreement may be assigned or transferred, in whole or in part, to any third party without the other Parties’ prior formal approval. Amendments and modifications to the text of this Consortium Agreement not explicitly listed in 6.3.7.1 require a separate written agreement to be signed between all Parties. Mandatory national law Nothing in this Consortium Agreement shall be deemed to require a Party to breach any mandatory statutory law under which the Party is operating. Language This Consortium Agreement is drawn up in English, which language shall govern all documents, notices, meetings, arbitral proceedings and processes relative thereto. Applicable law This Consortium Agreement shall be construed in accordance with and governed by the laws of Belgium excluding its conflict of law provisions. Settlement of disputes The Parties shall endeavour to settle their disputes amicably. All disputes arising out of or in connection with this Consortium Agreement, which cannot be solved amicably, shall be finally settled by the courts of Brussels. 12 Signatures AS WITNESS: The Parties have caused this Consortium Agreement to be duly signed by the undersigned authorised representatives in separate signature pages the day and year first above written. © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 26 / 47  TeamPerMed Consortium Agreement, version 2 TARTU Üt-tķoot- Signature Name: Siret Rutiku Title: Head of Grant Office Date:21.06.2023 @ DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 27147 04/07/2023  lcarn[)crMcd Consortium Agreement, version 2 SIHTASUTUS A-EESTI REGIONAALHAIG LA Signature, Name: Agris Title: Chairma of the Management Board Date J0tN 1\unr lol3 U O DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 32t  TeamPerMed Consortium Agreement, version 2 EESTI ARSTIDE LIIT MTÜ Signature(s) Name(s) Jaan Sütt Title(s) president of Estonian Medical Association Date 24.08.2024 © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 34 / 47         
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)&" $%)  ) )!"))  ) )  TeamPerMed Consortium Agreement, version 2 Attachment 1: Background included According to the Grant Agreement (Article 16.1) Background is defined as “data, know-how or information (…) that is (…) needed to implement the Action or exploit the results”. Because of this need, Access Rights have to be granted in principle, but Parties must identify and agree amongst them on the Background for the Project. This is the purpose of this attachment. PARTY 1 As to TARTU ÜLIKOOL, it is agreed between the Parties that, to the best of their knowledge, the following Background is hereby identified and agreed upon for the Project. Specific limitations and/or conditions, shall be as mentioned hereunder: Describe Background Specific restrictions and/or Specific restrictions and/or conditions for implementation conditions for Exploitation (Article 16.4 Grant Agreement (Article 16.4 Grant and its Annex 5, Section Agreement and its Annex 5, “Access rights to results and Section “Access rights to background”, sub-section results and background”, “Access rights to background sub-section “Access rights and results for implementing for exploiting the results”) the Action”) Estonian Biobank (EstBB) Access to the EstBB data is Access to and use of EstBB regulated by the Human Genes data is limited to the scope of Research Act. Access is project- the permit issued by the based, subject to data access ECHBR. policies and procedures of the EstBB, and conditional on an Any use or exploitation of ethics review by the Estonian UTARTU's results, Committee on Bioethics and sublicensing or use outside the Human Research (ECBHR). scope of the project is Access to EstBB data is limited for forbidden without the prior purposes as established in and to written approval of UTARTU researchers individually listed in and is subject to separate the permit issued by the ECBHR. agreements between Parties beforehand. This represents the status at the time of signature of this Consortium Agreement. PARTY 2 As to ERASMUS UNIVERSITAIR MEDISCH CENTRUM ROTTERDAM, it is agreed between the Parties that, to the best of their knowledge, no data, know-how or information of ERASMUS © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 38 / 47  TeamPerMed Consortium Agreement, version 2 UNIVERSITAIR MEDISCH CENTRUM ROTTERDAM is Needed by another Party for implementation of the Project (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). This represents the status at the time of signature of this Consortium Agreement. PARTY 3 As to HELSINGIN YLIOPISTO, it is agreed between the Parties that, to the best of their knowledge, the following Background is hereby identified and agreed upon for the Project. Specific limitations and/or conditions, shall be as mentioned hereunder: Describe Background Specific restrictions and/or Specific restrictions and/or conditions for implementation conditions for Exploitation (Article 16.4 Grant Agreement (Article 16.4 Grant and its Annex 5, Section Agreement and its Annex 5, “Access rights to results and Section “Access rights to background”, sub-section results and background”, “Access rights to background sub-section “Access rights and results for implementing for exploiting the results”) the Action”) Results generated in the Any use of the Background for Aggregate level results from FinnGen project can only be commercial purposes, the FinnGen study used for implementation of exploitation of Party’s results, the TeamPerMed project sublicensing or use outside the only. Access Rights to scope of the project is forbidden FinnGen results subject to without Helsingin yliopisto’s third party rights can only be prior written approval and is granted with the written subject to separate commercial approval of such third party and negotiations. may require a separate written agreement. This represents the status at the time of signature of this Consortium Agreement. PARTY 4 As to SIHTASUTUS TARTU ULIKOOLI KLIINIKUM, it is agreed between the Parties that, to the best of their knowledge, no data, know-how or information of SIHTASUTUS TARTU ULIKOOLI KLIINIKUM is Needed by another Party for implementation of the Project (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). This represents the status at the time of signature of this Consortium Agreement. © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 39 / 47  TeamPerMed Consortium Agreement, version 2 PARTY 5 As to ERASMUS UNIVERSITAIT ROTTERDAM, it is agreed between the Parties that, to the best of their knowledgeno data, know-how or information of ERASMUS UNIVERSITAIT ROTTERDAM is Needed by another Party for implementation of the Project (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). This represents the status at the time of signature of this Consortium Agreement. PARTY 6 As to SIHTASUTUS PÕHJA-EESTI REGIONAALHAIGLA, it is agreed between the Parties that, to the best of their knowledge, no data, know-how or information of SIHTASUTUS PÕHJA-EESTI REGIONAALHAIGLA is Needed by another Party for implementation of the Project (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub- section “Access rights for exploiting the results”). This represents the status at the time of signature of this Consortium Agreement. PARTY 7 As to Eesti Meditsiinigeneetika Selts, it is agreed between the Parties that, to the best of their knowledge, no data, know-how or information of Eesti Meditsiinigeneetika Selts is Needed by another Party for implementation of the Project (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). This represents the status at the time of signature of this Consortium Agreement. PARTY 8 As to EESTI ARSTIDE LIIT MTÜ, it is agreed between the Parties that, to the best of their knowledge, no data, know-how or information of EESTI ARSTIDE LIIT MTÜ is Needed by another Party for implementation of the Project (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). This represents the status at the time of signature of this Consortium Agreement. PARTY 9 As to Estonian Health Insurance Fund, it is agreed between the Parties that, to the best of their knowledge, no data, know-how or information of Estonian Health Insurance fund is Needed by another Party for implementation of the Project (Article 16.1 and its Annex 5 Grant Agreement, Section “Access © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 40 / 47  TeamPerMed Consortium Agreement, version 2 rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). This represents the status at the time of signature of this Consortium Agreement. PARTY 10 As to SOTSIAALMINISTEERIUM, it is agreed between the Parties that, to the best of their knowledge, no data, know-how or information of SOTSIAALMINISTEERIUM is Needed by another Party for implementation of the Project (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). This represents the status at the time of signature of this Consortium Agreement. PARTY 11 As to HARIDUS- JA TEADUSMINISTEERIUM, it is agreed between the Parties that, to the best of their knowledge, no data, know-how or information of HARIDUS- JA TEADUSMINISTEERIUM is Needed by another Party for implementation of the Project (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). This represents the status at the time of signature of this Consortium Agreement. © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 41 / 47  TeamPerMed Consortium Agreement, version 2 Attachment 2: Accession document ACCESSION of a new Party to TeamPerMed Consortium Agreement, version […, YYYY-MM-DD] [OFFICIAL NAME OF THE NEW PARTY AS IDENTIFIED IN THE Grant Agreement] hereby consents to become a Party to the Consortium Agreement identified above and accepts all the rights and obligations of a Party starting [date]. [OFFICIAL NAME OF THE COORDINATOR AS IDENTIFIED IN THE Grant Agreement] hereby certifies that the consortium has accepted in the meeting held on [date] the accession of [the name of the new Party] to the consortium starting [date]. This Accession document has been done in 2 originals to be duly signed by the undersigned authorised representatives. [Date and Place] [INSERT NAME OF THE NEW PARTY] Signature(s) Name(s) Title(s) [Date and Place] [INSERT NAME OF THE COORDINATOR] Signature(s) Name(s) Title(s) © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 42 / 47  TeamPerMed Consortium Agreement, version 2 Attachment 3: List of third parties for simplified transfer according to Section 8.3.2. With respect to TARTU ÜLIKOOL: UniTartu Ventures OÜ, registry code 16124187. © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 43 / 47  TeamPerMed Consortium Agreement, version 2 Attachment 4: Identified entities under the same control according to Section 9.5 With respect to TARTU ÜLIKOOL: UniTartu Ventures OÜ, registry code 16124187. © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 44 / 47  TeamPerMed Consortium Agreement, version 2 Attachment 5: NDA for Advisory Board agreed under Section 6 Confidentiality Agreement with Advisory Board Member This confidentiality agreement is signed by and between: University of Tartu, established in Ülikooli 18, Tartu 50090, Estonia, acting as the Coordinator of the project entitled “CENTRE FOR DATA ENRICHED MEDICINE” (in short – TeamPerMed, hereinafter: Project) and represented for the purposes of signing of this agreement by [NAME and title], hereinafter referred to as the “Coordinator”, and [NAME and title], having its formal residence at [please include personal address details], born on [..], who is employed as a [..] at [..], who has in his private capacity been appointed as a Member of the Advisory Board of the Project, hereinafter referred to as the “AB Member”, WHEREAS: • The Coordinator is the representative of a consortium towards the European Commission for a funded from the HORIZON-WIDERA-2022-ACCESS-01-01-two-stage call Project (grant agreement nr 101060011). • The Coordinator and Project Beneficiaries ERASMUS UNIVERSITAIR MEDISCH CENTRUM ROTTERDAM, HELSINGIN YLIOPISTO, SIHTASUTUS TARTU ULIKOOLI KLIINIKUM and ERASMUS UNIVERSITEIT ROTTERDAM and Associated Partners SIHTASUTUS PÕHJA-EESTI REGIONAALHAIGLA, Eesti Meditsiinigeneetika Selts, EESTI ARSTIDE LIIT MTÜ, Estonian Health Insurance fund, SOTSIAALMINISTEERIUM, HARIDUS- JA TEADUSMINISTEERIUM (hereinafter: Consortium members) have concluded an agreement (“Consortium Agreement”) to specify and supplement binding commitments among themselves in addition to the provisions of the grant agreement nr ++. • The AB member is appointed to take part in the work of the Advisory Board (AB) of the Project as indicated in Article 6.5 of the Consortium Agreement. • Under the context of participation of the AB member in the Steering Committee of the Project and discussions between the Consortium members and the AB member during implementing the Project activities, the AB member may receive certain information, which is confidential and proprietary to the Consortium members and the members of the Steering Committee of the Project, which the Consortium members wish to keep confidential; • The AB member agrees with respect to such information to be bound by the terms, conditions, and limitations set out in this confidentiality agreement (hereinafter: Agreement), THEREFORE, THE PARTES AGREE AS FOLLOWS: 1. The Confidential Information shall only be disclosed between the date of the nomination of the AB member and official date of the end of the Project as stipulated in the Project grant agreement. 2. With respect to any and all Confidential Information (meaning all information within the field of the activities of the Project, that has been or will be disclosed under this Agreement by or on behalf of the members of the AB, Steering Committee or any other Consortium Body, Consortium members or European Commission (“Disclosers”), in whatever form, including (without limitation) any data, reports, analyses, specifications, techniques, processes, technical information, ideas, know-how, trade secrets, patents, patent applications and inventions (whether or not patentable), drawings, designs and computer software, and which is, or which should reasonably be expected to be, of a confidential nature), the AB member shall, for the duration of a period of five (5) years from the day © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 45 / 47  TeamPerMed Consortium Agreement, version 2 that (piece of) Confidential Information is supplied to the AB member or for a period of five (5) years after the end of the Project, whichever date is later: a) keep such information confidential; b) not use Confidential Information otherwise than for the purpose for which it was disclosed; c) not to communicate, disclose or otherwise make available such Confidential Information to any third party except with prior written and explicit consent from the relevant Disclosers; d) take all reasonable steps to ensure that such Confidential Information shall be protected against unauthorized access; e) to return to the respective Discloser, or destroy on demand all Confidential Information which has been supplied to the AB member including all copies thereof and to delete all information stored in a machine-readable form. 3. The obligations set out in Article 2 above shall not apply or shall cease to apply, to the disclosure or use of Confidential Information, if and so far the AB member can prove by (documentary) evidence that: a) the Confidential Information is or becomes publicly available by means other than a breach of the AB member’s confidentiality obligations; b) the Confidential Information was in the AB member’s possession prior to the disclosure under this Agreement, provided it was not acquired under confidentiality obligations directly or indirectly from any of the Discloser; c) the Discloser subsequently informs the AB member that the Confidential Information is no longer confidential; d) the Confidential Information is communicated to the AB member without any obligation of confidence by a third party who is legally entitled to disclose that information; e) the disclosure or communication of the Confidential Information is foreseen by provisions of the Project grant agreement; f) the AB member is required to disclose the Confidential Information in order to comply with applicable laws or regulations or with a court or administrative order, subject to the provision Article 4 hereunder. 4. If the AB member becomes aware that he/she will be required, or is likely to be required, to disclose Confidential Information in order to comply with applicable laws or regulations or with a court or administrative order, it shall, to the extent it is lawfully able to do so, prior to any such disclosure, notify the Coordinators, and comply with the Disclosers reasonable instructions to protect the confidentiality of the information. 5. The AB member shall only use the Confidential Information for the purpose limited to the participation of the AB member in the work in the AB on the basis of Article 6.5 of the Consortium Agreement (hereinafter “Purpose”). 6. The AB member may make only such copies of Confidential Information as are strictly necessary for the Purpose, and must ensure that all such copies are clearly marked as confidential, and can be clearly separated from his/her own information. 7. The AB member will notify the Coordinator immediately of any unauthorized use, disclosure and/or misappropriation of the Confidential Information that comes to his/her knowledge. 8. The Confidential Information subject to this Agreement is made available "as such" and no warranties of any kind are granted or implied with respect to the quality of such information including but not limited to, its applicability for any purpose, non-infringement of third-party rights, accuracy, completeness or correctness. Further, the Discloser shall not have any liability to the AB member resulting from any use of the Confidential Information. 9. This Agreement enters into force on the day of signing of this Agreement and shall have a retroactive effect form the date of the nomination of the AB member if the date of the nomination is earlier than the signing of the Agreement. This Agreement shall remain in effect until the official end of the Project as stipulated in the Project grant agreement. The confidentiality obligations of the AB member under this Agreement shall remain binding on him/her for five (5) years after the expiration or termination date of this Agreement or for the duration of a period of five (5) years from the day that (piece of) Confidential Information is supplied to the AB member, whichever date is later. © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 46 / 47  TeamPerMed Consortium Agreement, version 2 10. It is understood by the Parties that the Coordinator are entitled to transfer the right to enforce its rights under this Agreement to the Consortium members upon their request. Coordinator AB member ____________________ ______________________ signature signature Date: Date: © DESCA - Model Consortium Agreement for Horizon Europe, www.desca-agreement.eu DESCA AP Version 1 47 / 47