SUBCONTRACT FOR PROJECT

…represented  for the purpose hereof by …., established in ....(the "Contractor")
               of the one part, 

and, 
… represented by … (the "Subcontractor")

	of the other part

have agreed to the following terms and conditions established in this contact and its annexes (“the subcontract”), relating to the Project entitled … hereafter called….

WHEREAS, The Contractor had concluded with the ECropean Community and the other contractors a contract n° ….(the “EC Contract”) for the ….Project in the Sixth Research And Technological Development Framework Program.
WHEREAS, In order to enforcement of article II.6 (Annex II) of the EC Contract, the Contractor wants to subcontract to the Subcontractor certain elements of the work to be performed by himself. 

Article 1 - DEFINITIONS

1.1 Subcontract definitions

Words defined in the  EC Contract (including its Annexes) and Consortium Agreement, have the same meaning in this Subcontract unless the context requires otherwise.

Article 2 – SCOPE

The Subcontractor shall use reasonable endeavors to carry out the work specifically assigned to him under this Subcontract (as described in its annex) and additional necessary consultations in respect to the tasks and deliverables for which the Contractor is responsible as specified in the Annex 1 of the EC Contract. 
…is the Project leader on behalf of the Subcontractor
…is the Project leader on behalf of the Contractor.

Article 3 – ENTRY IN FORCE AND DURATION

3.1 Duration

This Subcontract shall enter into force on the day of its signature by the Contractor and the Subcontractor. It will be effective on the start date and for the duration of the Project It means until….

3.2 Termination 

The Contractor may immediately terminate the Subcontract when the Subcontractor has not fully performed his obligations specified in this Subcontract and its annexes. The Contractor may require reimbursement of all or part of the Budget, taking into account the nature and results of the work carried out in the context of Subcontract.

Article 4 – REPORTING

The subcontractor will support the contractor by his reports two months before the official deadline of deliverables for the Commission ( see Annex). The rest of the two months will be used for formulating final report  and sharing national reports among WP members as well as to connect WPs (…)….website should be used for it like a technical tool. 

Article 5 – FINANCIAL CONTRIBUTION AND PAYMENTS

The total amount of payment to the subcontractor will be of €…. The guarantee retention shall be 20% of the Budget in this Subcontract.

The Contractor will pay to the Subcontractor, as follows:
…
….

The Contractor or the Commission may, in case of suspected fraud or serious financial irregularity on the part of the Subcontractor, suspend payments. In these events if the Commission demands repayment under the EC Contract of financial contribution received by the Contractor, the Subcontractor agrees, upon written request to make any such repayment, up to the maximum contribution paid to him under this Subcontract, to the Contractor within a reasonable period of time, not exceeding 30 days from receipt of the request for repayment.

Article 6 – INTELLECTUAL PROPERTY

6.1 Pre-existing know-how

The Ownership on Knowledge arising from the activity of the Subcontractor shall be of the Contractor.

Article 7 – Obligations provided by the EC Contract
The Subcontract shall observe the obligations provided by the Articles II.9 (Confidentiality), II.10 (Communication of data for evaluation, impact assessment, standardization, purposes and communication of information beyond the research community), II.11 (Information to be provided to Member States or Associated States), II.12 (Publicity), II.28.8 (Payment modalities – Suspension of the payments) and II.29 (Controls and audits) of EC Contract.
In particular, the Subcontractor shall agree that the Commission may, at any time during the contract and up to five years after the end of the project, arrange for audits to be carried out, either by outside scientific or technological reviewers or auditors, or by the Commission departments themselves including OLAF. Such audits may cover scientific, financial, technological and other aspects (such as accounting and management principles) relating to the proper execution of the project and the contract. The Subcontractor shall make available directly to the Commission all the detailed data that may be requested by the Commission with a view to verifying that the contract is being properly managed and performed. The Subcontractors shall keep the original or, in exceptional cases, duly substantiated, authenticated copies, of all documents relating to the contract for up to five years from the end of the project. These shall be put at the Commission's disposal where requested during the execution of any audit under the EC Contract.

Article 8 – SETTLEMENT OF DISPUTES

All disputes or differences arising in connection with this Subcontract which cannot be settled amicably shall be subject to the jurisdiction of the Court of ….

Article 9 – LANGUAGE

This Subcontract is drawn up in English which language shall govern all documents, notices and meetings for its application and/or extension or in any other way relative thereto.

Article 10 – APPLICABLE LAW

This Subcontract shall be construed according to and governed by the … law.

Article 11 – ENTIRE AGREEMENT – AMENDMENTS - SEVERABILITY

This Subcontract constitutes the entire agreement between the Contractor and the Subcontractor in respect of the Project and EC Contract, and supersede all previous negotiations, commitments and writings concerning the Project including any memorandum of understanding between the Contractor and the Subcontractor
Amendments or changes to this Subcontract (included its annex(es)) shall be valid only if made in writing and signed by an authorised signatory of the Contractors and the Subcontractor.
If one or more of the provisions contained in this Subcontract or any documents executed in connection herewith are found by the Commission or a competent court or authority to be invalid, illegal, or unenforceable in any respect under any applicable law, including competition law, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired, provided, that in such case the Contractor and the Subcontractor oblige themselves to use all reasonable efforts to achieve the purpose of the invalid provision by a new legally valid stipulation that cause the same or similar (economic) benefit or burden.

Signed in duplicate, 

On behalf of the Contractor :	

Signature:..........................		

Date: ...............................		On behalf of the Subcontractor :	

Signature:..........................		

Date: ...............................