The tasks to be undertaken by the recipient of PhenomUK funding for the funded project are those allocated to them in the proposal for the Project (the “Proposal”). The Collaborator agrees to perform such tasks with reasonable skill and care within the scope of their funding.
1. The Collaborator agrees not to conduct itself (whether by act or omission) in such a manner that would cause the PhenomUK investigators (“the lead”) to be in breach of the Lead’s obligations under the Terms of Technology Touching Life Network grant funding PhenomUK ( the ” Head Terms”). On termination or expiry of the Head Terms, this Agreement will automatically immediately terminate.
2. The Collaborator agrees to provide to the Lead promptly on request (and where it is legally able to do so) any information, documentary evidence and records in respect of the Project that the Lead may reasonably require from time to time in order to fulfil its reporting obligations under the Head Terms.
3. Unless otherwise agreed with the Phenom-UK management team, the IP terms shall be as follows, subject to the conditions of the Head Terms, any intellectual property, know-how and results created in the course of the Project (“Results”) shall be owned by the Party that generates them. Nothing in this agreement shall affect the ownership of any background intellectual property (being any intellectual property owned or controlled by a Party prior to the commencement of the Project or generated by a Party outside the scope of the Project) used in the implementation of the Project. Each Party grants the other Parties (i) a non-exclusive, non-transferable, non-sub-licensable, royalty-free licence for the duration of the Project to use its background intellectual property used in the implementation of the Project solely to enable the other Parties to carry out their respective part of the Project, and (ii) a non-exclusive, non-transferable, non-sub-licensable, royalty-free licence to use its Results for academic and non-commercial research purposes, including research projects funded by third parties (including commercial entities) provided that those parties gain or claim no rights to such Results.
4. Phenom UK must be acknowledged in all publications and presentations.
5. The Lead will forward to the Collaborator’s home institution the total sum of up to agreed towards the cost of its contribution to the Project, subject always to receipt by the Lead Collaborator of the funds from the Funding Body will invoice the Lead of the funds from the funding body. The Collaborator’s home institution within 30 days of receipt of said invoice. The final invoice will be sent by the Collaborator’s home institution to the lead within two (2) months Lead within of the end of the Project. The cost statement should include the breakdown of indexed fEC figures as well as the actual sums claimed.
6. In the event that the Funding Body requires the reimbursement by the Lead of any sums paid under this letter agreement, then to the extent that such requirement arises from the acts or omissions of the Collaborator, the Collaborator hereby agrees to reimburse the Lead the sum received by the Collaborator together with any interest charged thereon.
7. The maximum liability of the Collaborator in aggregate to the Lead under or otherwise in connection with this letter agreement or its subject matter, and no matter how arising, whether by breach or by negligence and whether in contract, tort, breach of statutory duty or otherwise, shall not exceed the total value of that Collaborator’s share of the award. For the avoidance of doubt, a Collaborator’s liability under this letter agreement will not apply to the extent that any claim or series of claims arises as a result of another Collaborator’s negligence or the deliberate breach by the other Collaborator of this letter agreement.
8. The liability of any Collaborator for any breach of this letter agreement, or arising in any other way out of the subject-matter of this letter agreement, will not extend to any incidental or consequential damages or losses or any loss of profits, loss of data, loss of contracts or opportunity suffered by another Collaborator.
9. Nothing in this letter agreement limits or excludes either Collaborator’s liability for (i) death or personal injury resulting from negligence; or (ii) any fraud or (iii) for any sort of other liability which, by law, cannot be limited or excluded.
10. Each of the Collaborators (including any employee, sub-contractor or agent of that Collaborator, in all cases whether or not acting with the other Collaborators’ knowledge) agrees to comply with all applicable anti-corruption and anti-bribery laws and any other applicable laws in connection with their performance under this letter agreement, (including laws relating to import and export control, hazardous materials transportation laws, anti-money laundering laws, and tax laws). Any failure by a Collaborator (including any employee, sub-contractor or agent of that Collaborator) to comply with any provision of this clause is considered to be a breach of this letter agreement and any other Collaborator may terminate this letter agreement with immediate effect notwithstanding any other provision herein.
11. Each Collaborator acknowledges that it may disclose to the other Collaborator Personal Data (as defined by the General Data Protection Regulation (GDPR)) in relation to that Collaborator’s staff (“Disclosed Data”) for the purposes of the management and administration of this Agreement (including the performance of its obligations and the exercise of its rights) (the “Purpose”).
12 The Collaborators agree that:
(i) each Collaborator is an independent Controller; and
(ii) the disclosure of Disclosed Data shall be on a Controller to Controller basis.
12.1 Each Collaborator warrants and undertakes that:
(i) where it discloses Disclosed Data to the other Collaborator, such disclosure is fair and lawful and does not contravene the GDPR;
(ii) it shall use Disclosed Data received from the other Collaborator only for the Purpose; and
(iii) otherwise comply with its obligations under the GDPR.
12.2 Each Collaborator will promptly inform the other Collaborator upon becoming aware of any Personal Data breach relating to any Disclosed Data received by it from the other Collaborator.
13. Each collaborator will be obliged to report to other Collaborator if the personnel involved in the Project are subject to any investigation or finding that is in violation of any provision of the above paragraph.
14. This letter agreement shall be governed by English Law and the English Courts shall have exclusive jurisdiction to deal with any dispute which may arise out of or in connection with this letter agreement.
15. A signed copy of this Agreement delivered by e-mailed portable document format file or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement