2. Project Organization and Management
[This Clause 2 describes the Project and the annexes to this Agreement in addition to these T&Cs. It also describes an Awardee’s responsibilities for project management.]
2.1 The IPDP and Work Packages. The Awardee’s Project activities, which are intended to further develop a Chikungunya Vaccine and/or Rift Valley Fever Vaccine, are set out in the Integrated Product Development Plan (IPDP), which may be found in Annex C. The IPDP also sets out the associated Project deliverables, milestones and timelines.
2.2 Project Organization. The Project will be organized and managed as described in the Team Charter in Annex B. The Awardee will be expected to provide monthly and quarterly reporting of its activities under the Project (referred to as “IPDP Reports”), templates for these reports may be found in Annex D. The Project Budget is described in Annex E. The Payment Request Form and a template for quarterly Financial Reports may be found in Annex F.
2.3 Joint Monitoring and Advisory Group. The Team Charter establishes a Joint Monitoring and Advisory Group (or “JMAG”) to facilitate communications and interactions between the Parties, as well as review Project activities in terms of timelines and budget.
2.4 The Awardee will:
a. undertake the activities and comply with the obligations described in the Team Charter;
b. participate in the designated activities and meetings of the JMAG;
c. keep accurate, complete and reliable records of activities performed and results arising as a result of the activiti set out in the IPDP (“IPDP Records”);
d. maintain the IPDP Records for seven (7) years after the termination or expiry of the Project, or for any longer period as required by law, the CEPI Clinical Trials Policy or Awardee’s own policies;
e. monitor progress of the Project and make IPDP Reports to the JMAG as described in the IPDP;
f. propose amendments to the IPDP and Project Budget to the JMAG, as may be required; however, such amendments may require CEPI approval beyond the JMAG level; and
g. notify CEPI if the Project Lead designated in the IPDP becomes unavailable and designate a replacement reasonably satisfactory to CEPI within thirty (30) days.
21. Resolving Differences
[This Clause 21 describes the procedures for resolving disputes.]
21.1 Escalation process. Any question, difference or dispute which may arise concerning the construction, meaning or effect of this Agreement, or concerning the rights or liabilities of the Parties hereunder, or any other matter arising out of or in connection with this Agreement shall first be submitted to the Chief Executive Officer of CEPI and to the Chief Executive Officer of the Awardee (the “Senior Officers”) for resolution (each of whom may call on others to advise them as they see fit). The Senior Officers shall discuss the matter arising in good faith and in a timely manner and endeavour to reach a mutually agreeable solution. If the Parties are unable to resolve such dispute through such negotiations within sixty (60) days of such dispute being escalated to the Senior Officers, then in respect of any dispute, controversy or claim the Partie irrevocably submit to arbitration in accordance with Clause 21.
21.2 Arbitration. Any disputes to be resolved by binding arbitration pursuant to Clause 21.1 (including any question regarding its existence, validity or termination or this Agreement), shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration, which Rules are deemed to be incorporated by reference into this Clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English. Notwithstanding the foregoing, any Party may seek specific performance, interim or final injunctive relief or any other relief of similar nature or effect in any court of competent jurisdiction
21.3 Public Health License. If CEPI invokes its rights under a Public Health License, then the Parties will pursue an expedited resolution of any differences under Clause 21.1 within fourteen (14) days. However, because of the exigent circumstances when there is an Outbreak or Increased Outbreak Preparation Need, Awardee agrees that CEPI may proceed under a Public Health License and the ultimate resolution of any dispute will be limited to recovery of monetary damages by Awardee rather than any injunctive relief.
21.4 The Awardee will: cooperate in good faith with CEPI to resolve differences and disputes pursuant to this Clause 21.