THIS AGREEMENT is made the ……………………. 2005.

BETWEEN:

1)	“Party A”, with its registered office is in ..............., V.A.T. number ......................., fiscal code ………………., itself represented for the signature of this Agreement by Mr. …………or his duly authorised representative (hereinafter the “...........”)
2)	..............................., with  registered office is in ..............., V.A.T. number ......................., fiscal code ……………..., itself represented for the signature of this Agreement by Mr. …………or his duly authorised representative (hereinafter the “Party B”)

[Hereinafter individually or collectively referred to as Party (ies)]

-	WHEREAS “Party A” and the European Commission signed a contract n. ................... with the scope of the implementation of the Project................., hereinafter referred to as “EU Contract”;
-	WHEREAS “Party A” needs the resources made available by a “Third Party”, that is a legal entity not stipulating the EU contract;
-	WHEREAS the “Party B” is  identified as Third Party, relating to the “Party A”, under the Annex I enclosed to the EU Contract;
-	WHEREAS the “Party B” owns skills and resources suitable to the activity foreseen in the Project;
-	WHEREAS the Parties intend to regulate inter se their relationship, within the frame  of the EC Contract,

IT IS AGREED as follows:

The recitals and Annexes here attached are considered as substantial part of the present Agreement.

Article 1. Interpretation.
1.1	The present Agreement is strictly related to the EU Contract.
1.2	The present Agreement is awarded to allow “Party A” to fulfil its obligations, towards the European Commission and towards other contractors, arising from the EU Contract.
1.3	The “Party B” declares to acknowledge and to accept  the obligations arising from the EU Contract.

Article 2. Applicable law.
2.1 This Agreement shall be ruled under  the EU Contract and the  legal bases, as follows: 
  - The European Union Law, in particular the rules concerning the Sixth Framework Programme and the Financial Regulations (Regulation of the Council n. 1605/2002 and Regulation of the Commission n. 2342/2002);
  - the European Commission interpretations, concerning the European Union Law relating to the Sixth Framework Programme (in particular the applicable draft of the Guide to the financial issues relating to the Indirect Actions of the Sixth Framework Programme);
  - where not provided, by the Italian law.

  Article 3. Duration of Agreement. 
  3.1 This Agreement shall be effective on ............, and shall expire on ........... .
3.2 This  Agreement shall expire automatically on the expiration date above mentioned.

Article 4. Activity.
4.1 The “Party B” shall fulfil the following activity (.......................), as specified under  Annex 1 herein enclosed.

Article 5. “Party B” obligations.
5.1 The “Party B” specifically undertakes the following obligations concerning the activity described in article 4 and under the Annex 1 herein enclosed, with specific diligence, taking into account such an activity is necessary to “Party A” to fulfil its obligations arising from the EU Contract:
a)	the drafting of all reports requested by “Party A” upon accomplished activity within the terms  fixed by the “Party A”; such terms are essential under this Agreement;
b)	to observe the directives set out by the “Party A”, in order to implement the Project and to allow “Party A” to fulfil its reporting obligations;
c)	to keep confidentiality, even after the expiration of the present Agreement, upon secret information concerning either “Party A” or third parties;
d)	to refer as soon as possible about all the events concerning the present Agreement and notably those affecting the correct fulfilment of the activity;
e)	to give receipt of the reimbursement of the costs, with exact reference to the Project (name and number of Contract) and with detailed indication of the activity completed;
f)	to observe the “Financial Provisions” arising from the Part B of the Annex II of the EU Contract, and in particular those concerning the “third parties”, as set out by the article II.19.1.e; the “Party B” declares to choose the AC model cost, in order to claim the costs incurred;
g)	to provide the “Party A” with an audit certificate for each period, as set out by the article II.26.1 of the EU Contract;
h)	to make all data and documents, concerning the Project, available to the European Commission (or to the Auditors appointed by the European Commission), to the OLAF, to the European Court of Auditors. In general, the “Party B” shall be subject to the same obligations of the “Party A” setting out by the article II.29 of the EU Contract. 
5.2 Obligations in the present article shall be not assigned to the third parties and shall be into force after the expiration date, if applicable.

Article 6. « Party A » obligations.
6.1 “Party A” shall observe the obligations as follows:
a)	to provide the “Party B”’s with the information concerning the correct fulfilment of the activity to be carried out, maintaining confidentiality,
b)	to pay the reimbursement of the costs incurred in compliance with the “Financial Provisions” under the EU Contract.

Article 7. Reimbursement of the costs. 
7.1 The “Party A” shall reimburse only the costs necessary to the Project, meeting the Financial Provisions, as provided by the EU Contract. 
7.2 The reimbursement of the cost shall not exceed the maximum amount per activity setting out by the Annex 2 herein enclosed.
7.3 The reimbursement shall be paid after the certification of the costs, set out by the article II.26.1 of the EU Contract.

Article 8. « Party B »  liability.
8.1 The “Party B” is liable for damages to “Party A” arising from the execution of the activity.  In particular the “Party B” shall be liable, in case the “Party A” shall not fulfil, either totally or in part, its obligations towards the European Commission and the other contractors, as consequence of the “Party B” default.
8.2 Furthermore, “Party B” shall hold “Party A” harmless from others’ claims or requests, especially from employees or other collaborators.
8.3 In case of default, the “Party B” shall pay to the “Party A” all amounts requested by the European Commission and by the other European Bodies and Institutions, and by the other contractors involved in EU contract. 

Article 9. Termination.
9.1 In case of serious default of the obligations arising from the article 5.1 (point from a) to i)), “Party A” may terminate the contract at any time giving fifteen days notice to “Party B” by registered mail. The article 8 shall be applicable. 
9.2 The previous paragraph shall be also applicable in case of forward termination of the EU Contract. 

Article 10. Industrial and intellectual property.
10.1 “Party A” shall be the exclusive owner of the rights upon industrial and intellectual property arising from the “Party B” activity.

Article 11. Arbitration clause.
11.1 Every claim related to interpretation and application of the present Agreement shall be of exclusive competence of one Arbitrator, appointed jointly by the Parties or, in case of disagreement between them, by the President of Arbitration Chamber of Rome.
11.2 The arbitrator shall respect the provisions as provided by the Italian Procedural Civil Code (codice di procedura civile).

Article 12. Consent to personal data processing.
12.1 The “Party B” authorizes “Party A” to store and process, also electronically, its personal data and to transmit such data to fulfil welfare, insurance, tax and accounting obligations imposed by domestic and European law. 
12.2 The “Party B” has the rights arising from Law concerning protection of personal data.
12.3 “Party A” undertakes the obligation to process and transmit “Party B” data in accordance with the scope above said and in respect with all the appropriate security measures.

AGREED by the Parties through their authorised signatories:

For and on behalf of “Party A”                                          For and on behalf of the “Party B”

…………………………..                                                 ……………………………….
(signed)                                                                               (signed)

 (date)                                                                                   (date)

The “Party B” expressly declares to accept clauses in articles:
Articles  9 and 11.

The “Party B”

………………………………………….
(signed)