PART III Terms of reference for a program for international cooperation in advanced manufacturing

I. PURPOSE

II. OBJECTIVES

• 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 manufacturing.

• A. Global manufacturing cooperation involving large and small companies, users and suppliers, universities, and governments;
• B. The dissemination of the results of significant manufacturing improvements worldwide;
• 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.

III. BACKGROUND

• Australia,
• Canada,
• 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 Manufacturing.

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 beneficial outcomes.

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.

IV. PRINCIPLES

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 following bases:

• 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 development.

V. PROGRAM STRUCTURE AND FUNDING

• A. The IMS Program is governed by a management structure which consists of:
  • 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.

VI. MANAGEMENT STRUCTURE

• 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 Program.
  • 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 implementation,
    • 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 generic discipline,
    • 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 members.
• B. Inter-Regional Secretariat. The Participant which chairs the International IMS Steering Committee will be responsible for managing the Inter-Regional Secretariat.
  • 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 respective regions,
    • 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 Program.

VII. COMMENCEMENT OF THE IMS PROGRAM

• (1) the ratification of the Terms of Reference for the IMS Program by each Participant,
• (2) the appointment of the members of the International IMS Steering Committee, and
• (3) the designation of the Regional Secretariats.

VIII. END OF THE IMS PROGRAM

IX. ADMISSION OF NEW PARTICIPANTS

• 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 Committee.

X. CONSORTIUM FORMATION

• 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 that explains:
    • 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 dissemination.
• 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 entities.
• 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 of consortia.
• 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 consortia.
  • 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.

XI. EVALUATION, SELECTION AND REVIEW OF PROJECTS

• 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 format.
  • Any region may review progress of partner(s) from its region at any time as it sees fit.

XII. ROLE OF IMS VIS-A-VIS SMALL AND MEDIUM-SIZED ENTERPRISES (SMEs), UNIVERSITIES AND GOVERNMENT RESEARCH INSTITUTES

• 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 teams.
• G. Dissemination events specifically geared to various SME sectors.

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.

XIII. DISSEMINATION OF 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.

Appendix III.1 Technical themes for full scale IMS program as proposed by ITC

1 Total product life cycle issues

• Future general models of manufacturing systems.
  • Examples for that theme are the proposals of "agile manufacturing", "fractual factory", "bionic manufacturing", "holistic enterprise integration", etc.
• Intelligent communication network systems for information processes in manufacturing.
  • To understand the productivity of global distribution and global sourcing, the communication networks and tools and their applications have to be improved.
• 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 systems.

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.

• 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 Prototyping Methods".
  • 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 modules.

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 processes.

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 enterprise environment.

4 Human/Organisation/Social 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 units/focused factories.

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 extended enterprise.
• methods and approaches to assign cost/liability/risk and reward to elements of the extended enterprise.
• team working across individual units within the extended enterprise.

Appendix III.2 Intellectual property rights provisions for research and development projects

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.

• 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 PROJECT.
• 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 INFORMATION.

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 requirements.

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 AGREEMENT.

Written Agreement

• 2.1 PARTNERS shall enter into a written COOPERATION AGREEMENT that governs their participation in a PROJECT consistent with this document.

• 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 COOPERATION AGREEMENT.
• 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 rights.

• 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.

Foreground

• 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 equitable.
• 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.

• 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, financial consideration.
• 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 unless:
  • (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 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 COOPERATION AGREEMENT.

PARTNERS shall address each of the following items in their COOPERATION AGREEMENT:

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 SUMMARY INFORMATION.
• 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 invention.
• 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.

• 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.

• 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:

• 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 INFORMATION
• RESIDUAL INFORMATION
• ROYALTY RATES FOR BACKGROUND RIGHT LICENSES
• SOFTWARE SOURCE CODE
• TAXATION
• TERM/DURATION OF AGREEMENT

Appendix III.3 Convention establishing the World Intellectual Property Organization (Stockholm, 14 July 1967)

"...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."