Provision Language
2. THE PROJECT
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2.12 There will be a Steering Committee made up of one representative nominated by each of the Parties. The Project Manager (initially [insert name]) will be the Lead Party’s representative on the Steering Committee. [The Parties will invite the Funding Body to appoint a representative to the Steering Committee.] The terms of reference of the Steering Committee are set out in Schedule 8, and the Steering Committee will have no authority to amend the terms of this Agreement except as may be expressly set out in those terms of reference.
2.13 Any member of the Steering Committee may participate in meetings of the Steering Committee by tele-conference, video-conference or any other technology which enables everyone participating in the meeting to communicate interactively and simultaneously with each other. The quorum for a meeting of the Steering Committee will be [one representative of each of the Parties] OR [one representative of at least [3] of the Parties], or his alternate, present in person or by tele-conference, video-conference or other technology mentioned above.
2.14 [Insert name] (if present at a meeting) or, in his absence, any other individual the members of the Steering Committee may from time to time agree, will chair meetings of the Steering Committee.
2.15 The Parties will ensure that the Steering Committee meets at least every [3] months at venues to be agreed, and in default of agreement at [insert location], or at any other time at the request of any of the Parties. Meetings of the Steering Committee will be convened with at least [21] days written notice in advance. That notice must include an agenda. Minutes of the meetings of the Steering Committee will be prepared by the chair of the meeting and sent to each of the Parties within [14] days after each meeting.
2.16 Each Party will provide the Project Manager with [monthly][quarterly] OR [annual] reports summarising the progress of the Project and the Results, and the Lead Party will ensure that the Project Manager keeps all the Parties informed about the progress of the Project and the Results. A copy of each Party’s [monthly][quarterly] OR [annual] report will be circulated to each member of the Steering Committee with the written notice for the relevant meeting.
2.17 Each of the Parties will notify the Project Manager promptly after identifying any Result that it believes to be patentable, and will supply the Project Manager with copies of that Result. Each of the Parties will notify other Results to the Project Manager in the [monthly][quarterly] OR [annual] reports provided under clause 2.16.
2.18 Each Party will, through its representative or his alternate, have one vote in the Steering Committee. Decisions will be taken by a simple majority except where a decision necessitates a change to the Project Plan or a change to the allocation of any funding. In either of those cases, any decision must be unanimous. The chairman will [not] have a casting vote.
2.19 [In addition to his duties under the Funding Conditions,] the Project Manager will:
2.19.1 [be the primary conduit for exchanges of information with the Funding Body;]
2.19.2 be responsible to the Steering Committee for the day-to-day management of the Project;
2.19.3 be responsible for the financial administration of the Project [as required by the Funding Conditions];
2.19.4 be responsible for implementing decisions taken by the Steering Committee;
2.19.5 prepare progress reports [as required by the Funding Body]; and
2.19.6 monitor the progress of the Project.
2.20 No additional person may become a party to this Agreement without the written agreement of all of the then existing parties to this Agreement [and the Funding Body] and unless the additional person and all the then existing Parties to this Agreement execute a Variation Agreement.
10. GENERAL
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10.10 Governing law. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation are governed by, and this Agreement is to be construed in accordance with, English law. The English Courts will have exclusive jurisdiction to deal with any dispute (including any non-contractual claim or dispute) which has arisen or may arise out of or in connection with this Agreement, except that a Party may bring proceedings to protect its Intellectual Property Rights or Confidential Information in any jurisdiction.
10.11 Escalation. If the Parties are unable to reach agreement on any issue concerning this Agreement or the Project within [14] days after one party has notified the Project Manager of that issue, they will refer the matter to [insert officer] in the case of AAA, to [insert officer] in the case of BBB, to [insert officer] in the case of XXX, and to [insert officer] in the case of ZZZ in an attempt to resolve the issue within [14] days after the referral. Any Party may bring proceedings in accordance with clause 10.10 if the matter has not been resolved within that [14] day period, and any Party may apply to the court for an injunction, whether or not any issue has been escalated under this clause 10.11.