[Fiware-legal] FI-WARE CONSORTIUM AGREEMENT (SIGNATURE VERSION)

LUIS GARCIA GARCIA lgg at tid.es
Mon Aug 22 10:40:35 CEST 2011


Dear all,

Although clause 4.1 was agreed and closed during our calls and e-mails discussions, some partners pointed out that it was necessary to modify it in order to enable the partners to protect and/or request royalties regarding the IPRs included in the implementations of the FI-WARE GES. We proposed a wording that, from our point of view, regulate this situations and, in parallel, didn´t affect the essence of the project at this point ( accordingly with the DoW).

In this FINAL VERSION of the CA, we´ve included the comments sent by NSN in this clause in the two first paragraphs, but not the new third paragraph as, from our perspective, goes beyond the modification requested and will give rise to another round of discussions and literally we have no more time to afford it.

This modification does not modify the initial content and sense of this crucial clause, but gives a better protection of partner´s technology when used in an implementation.  However, we must take into account that there are two aspects that cannot be subject to "protection or royalties":

1.- If it is something "inherent" to the specifications, that is to say that nobody would implement it in a different way.

2.-  If it  is one aspect of the implantation that everybody, that implement the specifications, would obviously do.

Both points are not necessary redundant.

Regarding Technnicolor concerns about the payment clause (agreed during one of the Conference calls held during the negotiation process), we´ve maintained the clause wording under our reasoning in mails of 22nd July 27th July sent to Technicolor.

We have also included a last minute minor change in the publications clause. Our technical people strongly requested us to include a shorter term for the publications clause to enable the parties to duly fulfill with a "normal" technical development of the project. It is to make shorter the term for the publications of the Public Deliverables (10 working days) and to enable the Board to decide an even shorter term in case of publications in the project website www.fi-ware.eu<http://www.fi-ware.eu> ( maximum 5 working days)  They say that a 20 days period is not practical at all, at least for these publications, specially to attend the needs of Use Cases projects and the expected content of the mentioned web site.

I´ve modified clause 4.4.1. including a new point c) and also (accordingly) clauses 3.3.1 and 3.3.2.5 (functions and decisions of the Board)

Last, accordingly with Article 1.4 of the Grant Agreement, the Commission is expecting with the signed Grant Agreement that the consortium has established and signed a Consortium Agreement. We must take into account that the 45 days period to deliver the signed Form A to the Commission expire (except I´m wrong) next 16th Sept and some partners subject their signature to the conclusion of this agreement.

Consequently, I have received definitive instructions to close the Consortium Agreement and start the signature process.

Please find attached the final Consortium Agreement for FI-WARE for signature (pdf-document). In addition, I prepared the signature pages per FI-WARE partner (word-document) based on the information received. I would like to receive the pending information to complete the signature with the name(s) and title(s) of the organization that still have not sent their details.

As you know, we all have made a big effort to get a balanced agreement (we think we´ve got it) but if any partner does not agree with the proposed text, and is not going to sign the CA, we kindly ask them to notify us ASAP to start any necessary actions to manage their exit from the project. Except for any typo, no further modifications are possible.

Please print 26 signature pages of your signature page and send them signed to the address mentioned bellow by courier mail latest by 9th September.
Telefónica Investigación y Desarrollo, S.A.Unipersonal
To the att of Mr. Javier de Pedro

DISTRITO C- Edificio Oeste 1,  4ª planta

Ronda de la Comunicación s/n

28050-Madrid (España)

We will confirm the reception of your signature and will send back one original together with the copies of the other signatures.

In addition, please send a scanned version of your signature page latest by 9th September:
The  parties  that have already sent the signed Collaboration Agreement to AALTO (or to the Coordinators of others FUTURE INTERNET projects) please send us a scanned copy of your signature page to the following e-mail address  jdps at tid.es<mailto:jdps at tid.es>;  the rest of participants that have still not signed the Collaboration Agreement, please send us also three copies of the signature page ( Annex 1) to the address mentioned above. Find enclosed the final version of the Collaboration Agreement.

If you have any further doubts regarding the signature process, please let us know.

Thanks and regards.



Luis García García
Asesoria  Jurídica // Legal Department
Tfnos: +34 914832614 //  +34913129666
Telefónica Investigación y Desarrollo, S.A.Unipersonal
DISTRITO C- Edificio Oeste 1,  5ª planta
Ronda de la Comunicación s/n
28050-Madrid (España)

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