This document sets forth the Terms of Reference for the Participants in the
Intelligent Manufacturing Systems (IMS) Program for international cooperation
in research and development in intelligent manufacturing systems. These Terms
of Reference are not intended to create obligations under international or
Objectives of the IMS Program are as follows:
In achieving its objectives, the IMS Program should be a
catalytic agent for:
- A. to enable greater sophistication in manufacturing operations;
- B. to improve the global environment;
- C. to improve the efficiency with which renewable and non-renewal
resources are used;
- D. to create new products and conditions which significantly improve the
quality of life for users;
- E. to improve the quality of the manufacturing environment;
- F. to develop a recognized and respected discipline of manufacturing which
will encourage the transfer of knowledge to future generations;
- G. to respond effectively to the globalization of manufacturing;
- H. to enlarge and open markets around the world; and
- I. the advancement of manufacturing professionalism worldwide by providing
global recognition and establishing an educational discipline for
Six Participants took part in the Feasibility Study to define the IMS Program.
The Participants are:
- A. Global manufacturing cooperation involving large and small companies,
users and suppliers, universities, and governments;
- B. The dissemination of the results of significant manufacturing
- C. The development of global manufacturing recommendations for standards
through cooperative work on pre-standardization topics;
- D. The assessment and selection of priorities for global cooperation in
manufacturing process development;
- E. The dissemination, understanding, and application of consistent
guidelines, provisions and model agreements that respect intellectual property
rights (IPR) of Participants and project consortium partners.
The EC and the EFTA countries acted together as a
single European Region.
- The European Community (EC),
- The participating European Free Trade Association Countries (EFTA):
Austria, Finland, Sweden, Norway and Switzerland,
- Japan, and
- The United States.
The Participants completed the Feasibility Study as defined under the Terms of
Reference for the Feasibility Study on International Collaboration in Advanced
The International Steering Committee for the Feasibility Study stated in their
final report that the Feasibility Study proved an international cooperative
program in research and development in advanced manufacturing can be created
that is equitable and beneficially structured, and provides equitable and
The International Steering Committee for the Feasibility Study in its final
report recommended the commencement of the IMS Program and proposed a
management structure, technical themes, and intellectual property rights
provisions for it.
Manufacturing is a primary generator of wealth and is critical to establishing
a sound economic basis for economic growth.
The need for excellence in manufacturing operations has become critical as a
result of the establishment of global markets.
The role of research and development in the field of advanced manufacturing is
increasingly pivotal to manufacturing operations. Substantial research in
advanced manufacturing is being carried out worldwide.
Properly managed international cooperation in research and development in
advanced manufacturing can help improve manufacturing operations.
International cooperation in advanced manufacturing should proceed upon the
The IMS Program is an international cooperation in which Participants work
cooperatively to boost industrial competitiveness, to solve problems facing
manufacturing worldwide and to develop advanced manufacturing technologies and
systems to benefit humanity. The scope of the IMS Program is as broad as
- A. Contributions to, and benefits from, such cooperation are
equitable and balanced;
- B. Collaborative projects must have industrial relevance;
- C. Collaborative projects are carried out by inter-regional,
geographically distributed consortia;
- D. Collaborative projects can occur throughout the full innovation cycle;
- E. Results of collaborative projects are shared through a process of
controlled information diffusion that protects and equitably allocates any
intellectual property rights created or furnished during cooperation; and
- F. IMS project activities under government sponsorship or utilizing
government resources should not involve competitive research and
The IMS Program will include projects
that comply with the Technical Themes described in Appendix 1.
- A. The IMS Program is governed by a management structure which consists
- 1. An International IMS Steering Committee;
- 2. An Inter-Regional Secretariat; and
- 3. Regional Secretariats.
Project partners must comply with the IPR Provisions described in Appendix 2.
The IPR Provisions include a minimum set of mandatory requirements,
non-mandatory provisions that need to be addressed, and optional provisions.
- B. Funding for the Management Structure
- 1. Each Participant will fund its own participation.
- 2. Each Participant will determine the method by which its own
participation will be funded.
- 3. Each Participant will contribute in an equitable manner in funding or
in kind to defray the costs of operating the Inter-Regional Secretariat.
- 4. Each Participant will be responsible for supporting its own delegation
and providing any necessary liability coverage.
- C. Funding for the Projects
- 1. Each Participant will fund its own participation.
- 2. Each Participant will determine the method by which its own
participation will be funded.
The IMS Program will commence upon:
- A. International IMS Steering Committee. The IMS Program will be overseen
by an International IMS Steering Committee. Members must be eminent
representatives of the Participants' industrial, academic, or governmental
sectors who are knowledgeable of manufacturing issues. Members must be willing
and able to devote the necessary time and effort involved in guiding the IMS
- 1. Composition. Two members and one observer from each Participant.
- The total number of members and observers will expand as additional
Participants are admitted according to the procedure spelled out in Section 9.
- Delegation members may be from the industrial, academic or governmental
sectors of each Participant. Strong industrial representation is encouraged. At
least one of the two members must be from the industrial sector, and the head
of the delegation must be non-governmental. The members should be appointed for
a significant term. However, observers can be changed as the need dictates.
- Each Participant's delegation to the meetings of the International IMS
Steering Committee may be accompanied by two representatives from its
designated Regional Secretariat.
- 2. The International IMS Steering Committee will reach decisions by
consensus of the members.
- 3. Chairmanship. The chair of the International IMS Steering Committee
will rotate among the six Participants. Each term will last for two years.
During the term when a Participant chairs, that Participant also is responsible
for organizing the Inter-Regional Secretariat. Canada will chair the first
term. Australia will take the second term and serve as vice chair in the first
term to guarantee continuity. EFTA will take the third term. The sequence of
subsequent chairmanships will be decided during the third year after the
commencement of the IMS Program.
- 4. Responsibilities. The International IMS Steering Committee will
recommend policies and strategies for undertaking, and for the evolution of,
the IMS Program, including the matter of new Participants. It will also:
- a. provide overall guidance, set strategic priorities and oversee program
- b. sponsor and approve new IMS documents,
- c. form interim task forces or committees, e.g., for technical or legal
issues, if necessary, to accomplish its work,
- d. oversee the Inter-Regional Secretariat,
- e. provide international promotion for IMS and for manufacturing as a
- f. endorse projects as described in Section IX,
- g. ensure projects and work undertaken under this Program are done in a
manner consistent with the purpose, principles and program structure agreed
upon by the Participants, and
- h. foster communication among the International IMS Steering Committee,
the Inter-Regional and Regional Secretariats, and the project consortium
- B. Inter-Regional Secretariat. The Participant which chairs the
International IMS Steering Committee will be responsible for managing the
- The Inter-Regional Secretariat will have responsibility to:
- 1. provide logistics for inter-regional proposals,
- 2. maintain and distribute IMS meeting and other documents,
- 3. provide logistics for inter-regional publicity at the direction of the
International IMS Steering Committee,
- 4. educate new and prospective Participants,
- 5. disseminate information during, and upon the conclusion of, projects,
- 6. assist with inter-regional consortia formation, and
- 7. organize and arrange studies and/or work as requested by the
International IMS Steering Committee.
- C. Regional Secretariats. The governments and/or the public
administrations and public organizations of the Participants will organise and
manage their respective Regional Secretariats in a manner they see fit.
- In order to facilitate the IMS Program, the Regional Secretariats will
have responsibility to:
- 1. provide regional logistics for inter-regional proposals,
- 2. maintain and distribute IMS meeting and other documents within
- 3. provide logistics for regional meetings and promotion,
- 4. disseminate information during and upon the conclusion of projects
within respective regions,
- 5. assist in consortium formation within and across respective regions,
- 6. support regional delegations in attending the International IMS
Steering Committee meetings,
- 7. facilitate regional selections and reviews, and
- 8. work with regional infrastructure groups to facilitate the IMS
The IMS Program will end on the tenth anniversary of the agreed commencement
date of the program, unless in the seventh year of the program, the governments
and/or the public administration decide differently.
- (1) the ratification of the Terms of Reference for the IMS Program by each
- (2) the appointment of the members of the International IMS Steering
- (3) the designation of the Regional Secretariats.
The Regional Secretariats together with the Inter-Regional Secretariat provide
assistance in forming consortia for IMS projects.
- A. The government and/or public administration of an applicant region will
first have to comply with the Terms of Reference for the IMS Program.
- B. After ratification of the Terms of Reference for the IMS Program,
project partners from an applicant region are allowed to form consortia with
the consent of other partners. The contributions of the applicant region's
partners will have to be carefully monitored over a period of time to build up
a profile of the applicant region's participation.
- C. After this period of time has elapsed (possibly a number of years), the
governments and/or public authorities will reach a decision based on
recommendations from the International IMS Steering Committee on whether the
applicant region would have representation on the International IMS Steering
Proposals must be consistent with the Principles, the structure of the program
and the IPR Provisions set forth in these Terms of Reference.
- A. Basic Consortium Formation Document
- The Inter-Regional Secretariat and the Regional Secretariats together will
develop, based on the Terms of Reference for the IMS Program, a basic document
- the organization of the program,
- the structure of operation and the aims,
- the requirements for project and consortium selection,
- the technical themes, and
- the evaluation and selection process and the supporting criteria.
- B. International Coordinating Partner
- An international coordinating partner must be appointed by each
consortium. The appointed international coordinating partner must be an
industrial firm with the necessary resources to lead the project to its
completion and a demonstrated capacity for managing complex international
projects. International coordinating partner duties include:
- 1. Coordinate consortia formation,
- 2. Coordinate preparation of full proposal and cooperation agreements,
- 3. Act as the primary contact for all communication between the consortium
and the International Steering Committee and Inter-Regional Secretariat,
- 4. Facilitate successful execution of the project, and
- 5. Coordinate project review preparation and information
- C. List of Interested Entities
- Within a region, its Regional Secretariat will distribute to all
organizations in the industrial, academic and governmental sectors identified
as potential project partners the basic document, the domestic funding
opportunities, and the domestic agenda for the IMS Program. The Regional
Secretariat will compile a list of interested entities. The list must include
the area of interest and the capabilities of each of the interested
- D. Exchange of Lists of Interested Entities
- This list will be routinely updated and distributed to all other regions
via the Inter-Regional Secretariat. The Regional Secretariat also collects
lists of interested entities from other regions. It forwards a list of
interested entities from other regions to those domestic entities with
potential similar interests. The Regional Secretariat cultivates a common
interests between domestic and foreign entities, and facilitates the formation
- E. Exchange of Project Proposals
- Any interested entity can submit preliminary proposals to the regional
secretariat to which it belongs for facilitating formation of international
- The regional secretariat will distribute these proposals to all interested
entities on the list. Based on the information, potential partners can strive
to form international consortia.
The Participants individually and the International IMS Steering Committee will
develop mechanisms to enlist SME's directly and indirectly in the IMS Program.
In addition to this, all regions should consider activities such as:
- A. Project Selection Criteria
- 1. Industrial relevance
- 2. Compliance With the Technical Themes in Appendix 1 as may be amended
from time to time by the International IMS Steering Committee
- 3. Scientific and Technical Merit
- 4. Adoption and Commercialization Potential
- 5. Compliance with IPR Provisions in Appendix 2 as may be amended from
time to time by the International IMS Steering Committee
- 6. Value-added
- B. Consortium Selection Criteria
- 1. Inter-Regional Distribution of Partners
- Consortium partners must be from at least three Participants.
- 2. Balanced Contributions and Benefits
- The consortium partners will show how the contributions to, and the
benefits from, participation are equitable and balanced. To this end, the
contributions should be identified by type (including in-kind contributions
such as equipment, facilities, personnel, documentation, techniques and
background intellectual property) and by value for each partner and group.
- 3. Inter-Regional Leadership
- The inter-regional consortium must appoint the international consortium
coordinator for the consortium.
- 4. Dissemination of Results
- The consortium must commit to and submit a plan to disseminate project
results, including the lessons learned in forming and managing IMS consortium,
and non-proprietary technical results permitted by the IPR Provisions.
- C. Project Evaluation
- The proposal process consists of three stages.
- 1. Project Abstract Evaluation
- The consortium must produce an abstract of the planned research. This
abstract shall be submitted to the Regional Secretariats for initial regional
reviews. Each delegation will make a recommendation to the International IMS
Steering Committee. Proposers of unapproved projects will be given feedback as
to why they did not receive support.
- 2. Full Proposal Evaluation
- The consortium must submit a final proposal using a standardized format
for detailed evaluation by all partners' regions. The final proposal shall
include the formal commitment of each partner to the Principles, the structure
and the IPR Provisions of the IMS Program, including a signed cooperation
agreement including an IPR agreement.
- 3. Final Endorsement
- Final endorsement will be made by the International IMS Steering Committee
based on the regional recommendations and the submitted proposals.
- D. Project Review
- The International IMS Steering Committee will monitor and review progress
regularly. To facilitate this, each consortium will submit a summary report
once a year to the International IMS Steering Committee, in a standardized
- Any region may review progress of partner(s) from its region at any time
as it sees fit.
The list is not exhaustive, and research should continue alongside
the evolving program, to monitor the participation of SME's, and to identify
- A. Clear and well documented advice on IPR issues.
- B. A "road map" of existing constraints in law or custom in the
Participants' territories, and their practical implications.
- C. Help desks for answering simple queries.
- D. An electronic partner search facility specifically oriented to SME's.
- E. An electronic register of "expressions of interest" by SME's, which are
looking for opportunities to join existing or emerging project clusters.
- F. An ongoing "case-book" of IMS experiences with donations from project
- G. Dissemination events specifically geared to various SME
The items listed above also are useful for encouraging the participation of
universities and government research institutes. Harnessing the educational
role of universities in dissemination of results of research through to the
next generation of practitioners is necessary.
Dissemination of information is of the utmost importance and is required in the
IMS Program. However, all information dissemination must comply with the IPR
Provisions in Appendix 2. This includes the dissemination of interim and final
project technical results.
Information dissemination will occur at the project, regional, and
inter-regional levels. This dissemination might include written reports,
international symposia, and publications by members of the academic sector.
This framework of themes should encourage possible project applicants to
develop proposals which show a clear contribution to the necessity of global
cooperation. If it is shown in the project proposal that global cooperation
could solve these themes better than regional efforts, the project should get
1 Total product life cycle issues
2 Process issues
- Future general models of manufacturing systems.
- Examples for that theme are the proposals of "agile manufacturing",
"fractual factory", "bionic manufacturing", "holistic enterprise integration",
- Intelligent communication network systems for information processes in
- To understand the productivity of global distribution and global sourcing,
the communication networks and tools and their applications have to be
- Environment protection, minimum use of energy and materials.
- Environment, energy and materials questions have reached a complexity that
can only be handled via cooperation with a variety of specialists. Due to the
fact that the conditions in that field are very different in different regions
a common understanding and harmonized views for the response of manufacturing
technologies to environment protection are necessary.
- Recyclability and refurbishment.
- Up to now it is nearly impossible to recycle a product of one region in
another region. In the longer term that situation may damage the free trade
between regions very much. Therefore methods and new ideas for recyclability
that are globally accepted should be developed under the IMS umbrella.
- Economic justification methods.
- In spite of the efforts of the manufacturing scientists the speed of new
problems arrival has by far outranged the output of troubleshooting ideas and
their implementations in the manufacturing area. Very often this is caused by
non harmonized assessment and economic justifications of new manufacturing
systems. Therefore IMS should support projects with the development of clear
specifications for monitoring and economic justification methods that can lead
to common understanding in the evaluation of manufacturing
To realise the needs for rapid response to changing requirements and to
saving human and material resources and to improving working conditions for
employees the following themes can be identified.
3 Strategy/Planning/Design tools
- Clean manufacturing processes that can minimise effects on environment.
- Process emission minimised systems.
- Process disposal minimised systems.
- Factory (process) life-cycle pre-assessed systems.
- Energy efficient processes that can meet manufacturing requirements with
minimum consumption of energy.
- Minimum consumption of energy.
- Integrated cycled process for less energy consumption
- Modules of energy conservation type.
- Production management technology of energy conservation type.
- Technology innovation in manufacturing processes.
- Methods that can quickly produce different products through "Rapid
- Manufacturing processes that can flexibly respond to changes in labour
conditions, changes of products or materials.
- Improvement in the flexibility and autonomy of processing modules that
compose manufacturing systems.
- Open distributed systems and their modules that can match both unmanned,
man-machine mixed and labour intensive systems, and can metamorphologically
architect system components in correspondence with changes of products.
- Improvement in interaction or harmony among various components and
functions of manufacturing.
- Pen infrastructure for manufacturing.
- Inter-connected information systems such as "remote ID" among respective
Manufacturing takes place in a global economy. How and where raw
materials are transformed is a strategic decision. The decision is complicated
in terms of what to make and where to make or buy it, in what is becoming a
single global economy.
Many of today's manufacturing organisations are designed using vertical and
hierarchical structures. The move towards hetrarchical structures is and will
continue to require major changes in organisations, systems and work practices.
We need methodologies and tools to help us to define appropriate manufacturing
strategies and to design appropriate organisations and business/work
Methods and tools to support business process re-engineering. Modelling tools
to support the analyses and development of manufacturing strategies.
Design support tools to support planning in an extended enterprise or virtual
4 Human/Organisation/Social issues
Virtual/Extended Enterprise issues
- Promotion and development projects for improved image of manufacturing.
- Manufacturing engineers tend to be at the bottom of the pay scale relevant
to other engineers, and the profession as a whole has a lower stature.
Therefore ITC considers as projects globally recognised, strong professional
societies and educational institutions for the promotion of manufacturing as a
discipline. These proposals include the creation of international organisations
to promote manufacturing.
- Improved capability of manufacturing workforce/education, training.
- Engineering education has often tended to emphasise theory over process.
In addition, basic education has not always met the needs of industry,
producing graduates with often inadequate skills. This has led to industries
that are poor at turning innovation into successful products. This necessitates
a change in priorities and closer ties between industry and educational
institutions. As well, changes in system organisation means that training
within companies is a continuous process which seeks to update the skills and
increase the potential of employees - the crucial elements in any system.
- Autonomous offshore plants (integration of supplementary business
functions in subsidiaries)
- Offshore plants were originally meant to increase market share and
decrease production costs: development of the transplant labour forces were a
secondary consideration. However, giving more autonomy to these plants enables
them to react more flexibly to changing conditions in the areas where they are
based, and is consistent with organisational ideas of decentralisation,
empowerment and hierarchy flattening. It also serves to contribute to domestic
development in the countries where the plants are located and further the IMS
goal of spreading widely basic manufacturing knowledge.
- Corporate Technical Memory - keeping, developing, accessing.
- Often in a manufacturing enterprise knowledge and sources of information
are isolated or locked. "Organisational Learning" is a strategy for translating
such knowledge into a framework or a model that leads to better decision making
and could be an important theme within IMS.
- Appropriate performance measures for new paradigms.
- New paradigms of manufacturing must offer superiority in performance from
the points of view of Costs, Quality, Delivery and Flexibility. The first three
are familiar performance criteria used for mass production, while flexibility
is a key attribute of new paradigm manufacturing. To increase the acceptance of
new paradigms performance evaluation methods should be developed.
The extended enterprise is an expression of the market driven
requirement to embrace external resources in the enterprise without owning
them. Core business focus is the route to excellence but product/service
delivery requires the amalgam of multiple world class capabilities. Changing
markets require a fluctuating mix of resources. The extended enterprise, which
can be likened to the ultimate in customisable, reconfigurable manufacturing
resource, is the goal. The process is applicable even within large
organisations as they increasingly metamorphasise into umbrellas for smaller
The operation of the extended enterprise requires take up of communications and
database technologies which are near to the current state of the art. However,
the main challenge is organisational rather than technological.
Research and Development opportunities in this area are:
- methodologies to determine and support information processes and logistics
across the value chain in the extended enterprise.
- architecture (business, functional and technical) to support engineering
co-operation across the value chain, e.g., concurrent engineering across the
- methods and approaches to assign cost/liability/risk and reward to
elements of the extended enterprise.
- team working across individual units within the extended
These provisions lay down mandatory requirements as well as recommended
principles for PARTNERS which wish to participate in a PROJECT conducted within
the Intelligent Manufacturing Systems Program (IMS PROGRAM). The objectives of
these provisions are to provide adequate protection for intellectual property
rights used in and generated during joint research and development PROJECTS
under the IMS PROGRAM while ensuring:
- (a) that contributions and benefits by PARTICIPANTS, from cooperation in
such PROJECTS, are equitable and balanced;
- (b) that the proper balance is struck between the need for flexibility in
PARTNERS' negotiations and the need for uniformity of procedure among PROJECTS
and among PARTNERS; and
- (c) that the results of the research will be shared by the PARTNERS
through a process that protects and equitably allocates any intellectual
property rights created or furnished during the co-operation.
Article 2: Mandatory Provisions
- 1.1 ACCOUNTING. The sharing of any consideration such as royalties
or other license fees by one PARTNER with another PARTNER when the first
PARTNER which solely or jointly owns FOREGROUND discloses, licenses or assigns
it to a third party.
- 1.2 AFFILIATE. Any legal entity directly or indirectly owned or
controlled by, or owning or controlling, or under the same ownership or control
as, any PARTNER. Common ownership or control through government does not in
itself create AFFILIATE status.
- Ownership or control shall exist through the direct or indirect:
- (a) ownership of more than 50% of the nominal value of the issued equity
share capital, or
- (b) ownership of more than 50% of the shares entitling the holders to vote
for the election of directors or persons performing similar functions, or right
by any other means to elect or appoint directors, or persons performing similar
functions, who have a majority vote, or
- (c) ownership of 50% of the shares, and the right to control management or
operation of the company through contractual provisions.
- 1.3 BACKGROUND: All information and INTELLECTUAL PROPERTY RIGHTS
except BACKGROUND RIGHTS owned or controlled by a PARTNER or its AFFILIATE and
which are not FOREGROUND.
- 1.4 BACKGROUND RIGHTS: Patents for inventions and design and
utility models, and applications therefor as soon as made public, owned or
controlled by a PARTNER or its AFFILIATES, a license for which is necessary for
the work in a PROJECT or for the commercial exploitation of FOREGROUND, and
which are not FOREGROUND.
- 1.5 CONFIDENTIAL INFORMATION: All information which is not made
generally available and which is only made available in confidence by law or
under written confidentiality agreements.
- 1.6 CONSORTIUM: Three or more GROUPS which have agreed to carry out
jointly a PROJECT.
- 1.7 COOPERATION AGREEMENT: The one or more signed agreements among
all PARTNERS in a CONSORTIUM concerning the conduct of the PROJECT.
- 1.8 FOREGROUND: All information and INTELLECTUAL PROPERTY RIGHTS
first created, conceived, invented or developed in the course of work in a
- 1.9 GROUP: All PARTNERS in a given PROJECT from the geographic area
of a PARTICIPANT.
- 1.10 IMS PROGRAM: The Intelligent Manufacturing Systems Program.
- 1.11 INTELLECTUAL PROPERTY RIGHTS: All rights defined by Article
2(viii) of the Convention Establishing the World Intellectual Property
Organization signed at Stockholm on July 14, 1967 (See Appendix III.3),
excluding trademarks, service marks and commercial names and designations.
- 1.12 NON-PROFIT INSTITUTIONS: Any legal entity, either public or
private, established or organized for purposes other than profit-making, which
does not itself commercially exploit FOREGROUND.
- 1.13 PARTICIPANT: Australia, Canada, the EC, the group of
participating EFTA countries (Austria, Finland, Norway, Sweden and
Switzerland), Japan and the U.S.A. and any other country or geographic region
whose participation in the IMS PROGRAM may be approved in the manner determined
by the PARTICIPANTS.
- 1.14 PARTNER: Any legal or natural person participating as a
contracting party to the COOPERATION AGREEMENT for a given PROJECT.
- 1.15 PROJECT: Any research and development project carried out by a
CONSORTIUM within the IMS PROGRAM.
- 1.16 SUMMARY INFORMATION: A description of the objectives, status
and results of a PROJECT which does not disclose CONFIDENTIAL
Each COOPERATION AGREEMENT must contain substantive terms and conditions
that are fully consistent with each of the provisions 2.1 through 2.13 in this
Article and the definitions used in each COOPERATION AGREEMENT shall be those
specified in Article 1 of this document.
Where a PROJECT or a potential PARTNER or its AFFILIATES is subject to
government requirements, whether by law or agreement, and such requirements
will affect rights or obligations pursuant to the COOPERATION AGREEMENT, the
potential PARTNER shall disclose to the other PARTNERS all such requirements of
which it is aware prior to signing the COOPERATION AGREEMENT. PARTNERS must
ensure that ownership, use, disclosure and licensing of FOREGROUND will comply
with these mandatory provisions if the PROJECT is subject to government
PARTNERS will, at the outset of a PROJECT, promptly notify one another of their
AFFILIATES which will be involved in the performance of the PROJECT, and will
notify one another of any changes in the AFFILIATES so involved during the life
of the PROJECT. At the time of entering into a COOPERATION AGREEMENT, and
immediately after new legal entities have come to meet the AFFILIATE
definition, PARTNERS may exclude AFFILIATES from the rights and obligations set
forth in these provisions in accordance with the terms of the COOPERATION
- 2.1 PARTNERS shall enter into a written COOPERATION AGREEMENT that
governs their participation in a PROJECT consistent with this
Dissemination of Information
- 2.2 FOREGROUND shall be owned solely by the PARTNER or jointly by the
PARTNERS creating it.
- 2.3 A PARTNER which is the sole owner of FOREGROUND may disclose and
non-exclusively license that FOREGROUND to third parties without ACCOUNTING to
any other PARTNER.
- 2.4 A PARTNER which is a joint owner of FOREGROUND may disclose and
non-exclusively license that FOREGROUND to third parties without the consent of
and without ACCOUNTING to any other PARTNER, unless otherwise agreed in the
- 2.5 A PARTNER may assign its sole and/or joint ownership interests in its
BACKGROUND, BACKGROUND RIGHTS and FOREGROUND to third parties without the
consent of and without ACCOUNTING to any other PARTNER.
- PARTNERS who assign any of their rights to BACKGROUND RIGHTS or FOREGROUND
must make each assignment subject to the COOPERATION AGREEMENT and must require
each assignee to agree in writing to be bound to the assignor's obligations
under the COOPERATION AGREEMENT in respect of the assigned
- 2.6 SUMMARY INFORMATION shall be available to all PARTNERS in other
PROJECTS and to the committees formed under the IMS PROGRAM.
- 2.7 The CONSORTIUM will make available at the end of the PROJECT a public
report setting out SUMMARY INFORMATION about the PROJECT.
- 2.8 Each PARTNER and its AFFILIATES may use FOREGROUND, royalty-free, for
research and development and for commercial exploitation. Commercial
exploitation includes the rights to use, make, have made, sell and import.
However, in exceptional circumstances,
- (a) PARTNERS may agree in their COOPERATION AGREEMENT to pay a royalty to
PARTNERS which are NON-PROFIT INSTITUTIONS for commercial exploitation of
FOREGROUND which is solely owned by such NON-PROFIT INSTITUTIONS; and
- (b) PARTNERS may agree in their COOPERATION AGREEMENT to pay a royalty to
PARTNERS which are NON-PROFIT INSTITUTIONS for commercial exploitation of
FOREGROUND which is jointly owned with such NON-PROFIT INSTITUTIONS, provided
such royalties are both small and consistent with the principle that
contributions and benefits in the IMS PROGRAM must be balanced and
- 2.9 A non-owning PARTNER and its AFFILIATES may not disclose or
sub-license FOREGROUND to third parties except that each PARTNER or its
AFFILIATES may, in the normal course of business:
- (a) disclose FOREGROUND in confidence solely for the purposes of
manufacturing, having manufactured, importing or selling products;
- (b) sub-license any software forming part of FOREGROUND in object code; or
- (c) engage itself in the rightful provision of products or services that
inherently disclose the FOREGROUND.
Survival of Rights
- 2.10 A PARTNER in a PROJECT may, but is not obligated to, supply or
license its BACKGROUND to other PARTNERS.
- 2.11 PARTNERS and their AFFILIATES may use another PARTNER'S or its
AFFILIATES' BACKGROUND RIGHTS solely for research and development in the
PROJECT without additional consideration, including, but not limited to,
- 2.12 PARTNERS and their AFFILIATES must grant to other PARTNERS and their
AFFILIATES a license of BACKGROUND RIGHTS on normal commercial conditions when
such license is necessary for the commercial exploitation of FOREGROUND
- (a) the owning PARTNER or its AFFILIATE is by reason of law or by
contractual obligation existing before signature of the COOPERATION AGREEMENT
unable to grant such licenses and such BACKGROUND RIGHTS are specifically
identified in the COOPERATION AGREEMENT; or
- (b) the PARTNERS agree, in exceptional cases, on the exclusion of
BACKGROUND RIGHTS specifically identified in the COOPERATION
Article 3: Provisions that need to be addressed
in the Cooperation Agreement
- 2.13 The COOPERATION AGREEMENT shall specify that the rights and
obligations of PARTNERS and AFFILIATES concerning FOREGROUND, BACKGROUND and
BACKGROUND RIGHTS shall survive the natural expiration of the term of the
PARTNERS shall address each of the following items in their COOPERATION
Publication of Results
- 3.1 PARTNERS shall address the issue of the consent required, if any, from
the other PARTNERS for publication of the results from the PROJECT other than
- 3.2 PARTNERS shall address the issue of whether PARTNERS which are
NON-PROFIT INSTITUTIONS may, for academic purposes, publish FOREGROUND which
they solely own, provided that adequate procedures for protecting FOREGROUND
are taken in accordance with Articles 3.3 and 3.4.
- 3.3 PARTNERS shall identify the steps they will take to seek legal
protection of FOREGROUND by means of INTELLECTUAL PROPERTY RIGHTS and upon
making an invention shall notify other PARTNERS in the same PROJECT in a timely
manner of the protection sought and provide a summary description of the
- 3.4 PARTNERS shall address the issue of prompt notification of all other
PARTNERS in the same PROJECT and, upon request and on mutually agreed
conditions, disclosure of the invention and reasonably cooperate in such
protection being undertaken by another PARTNER in the same PROJECT in the event
and to the extent that a PARTNER or PARTNERS which own FOREGROUND do not intend
to seek such protection.
Dispute Settlement and
- 3.5 PARTNERS shall identify the measures they will take to ensure that any
PARTNER which has received CONFIDENTIAL INFORMATION only uses or discloses this
CONFIDENTIAL INFORMATION by itself or its AFFILIATES as far as permitted under
the conditions under which it was supplied.
Article 4: Optional
- 3.6 PARTNERS shall agree in their COOPERATION AGREEMENT on the manner in
which disputes will be settled.
- 3.7 PARTNERS shall agree in their COOPERATION AGREEMENT on the law which
will govern the COOPERATION AGREEMENT.
PARTNERS may, but are not required to address each of the following
provisions in their COOPERATION AGREEMENT:
There are likely to be other provisions the
PARTNERS will need to put into their COOPERATION AGREEMENTS depending on the
particular circumstances of their PROJECT. PARTNERS should seek their own
expert advice on this and note that no additional terms may conflict with
Articles 1 and 2 of these provisions.
Article 2(viii) defines Intellectual Property to include:
- AFFILIATE PROVISIONS
- ANTITRUST/COMPETITION LAW ISSUES
- CANCELLATION AND TERMINATION
- EMPLOYER/EMPLOYEE RELATIONSHIPS
- EXPORT CONTROLS AND COMPLIANCE
- FIELD OF THE AGREEMENT
- INTENT OF THE PARTIES
- LICENSING PARTNERS IN OTHER PROJECTS
- LICENSOR'S LIABILITY ARISING FROM LICENSEE'S USE OF LICENSED TECHNOLOGY
- LOANED OR ASSIGNED EMPLOYEES AND RESULTING RIGHTS
- NEW PARTNERS AND WITHDRAWAL OF PARTNERS FROM PROJECTS
- POST COOPERATION AGREEMENT BACKGROUND
- PROTECTION, USE AND NON-DISCLOSURE OBLIGATIONS REGARDING CONFIDENTIAL
- RESIDUAL INFORMATION
- ROYALTY RATES FOR BACKGROUND RIGHT LICENSES
- SOFTWARE SOURCE CODE
- TERM/DURATION OF AGREEMENT
"...the rights to literary, artistic and scientific works; performances of
performing artists; phonograms, and broadcasts; inventions in all fields of
human endeavour; scientific discoveries; industrial designs; trademarks,
servicemarks, and commercial names and designations; protection against unfair
competition; and all other rights resulting from intellectual activity in the
industrial, scientific, literary or artistic fields."