This Subcontract is made between:


The University of Sheffield of Western Bank, Sheffield S10 2TN, United Kingdom, hereinafter referred to as “The University”.




ICSI of 1947 Center Street, Suite 600, Berkeley, California 94704, USA, hereinafter referred to as “The Subcontractor”





A. The University has entered into a contract (reference no IST-2001-34485, hereinafter called the “CEC Contract”), on 1 March 2002 with the European Commission within the framework of the IST programme for research in the field of “Multimodal Meeting Manager” (hereinafter called the “Project”).


B. The Subcontractor is identified in the CEC Contract as a subcontractor to the University


C. The University and Subcontractor have agreed that the Subcontractor shall perform part of the work contracted for under the CEC Contract.


D. The Subcontractor will work under the technical supervision of The University


E. The CEC Contract forms an integral part of this Subcontract


Article 1: Objective of the Subcontract


The objective of the contract is for the Subcontractor to contribute to The University’s achievement of its obligations under the conditions of the CEC Contract.



Article 2: Terms and Conditions


Unless otherwise agreed, the Subcontractor shall be bound mutates mutandis by the relevant terms and conditions of the CEC Contract, including all annexes and amendments.



Article 3: Scope


The Subcontractor will perform the tasks as specified at Annex 1.



Article 4. Confidentialty


The Subcontractor shall not reveal to a third party for a period of five (5) years from the termination of this subcontract any confidential information which has become available through the co-operation or otherwise within the framework of this Subcontract.  Confidential information shall mean any information, either of technical, commercial or other kind of nature, whatsoever be its form.  This undertaking does not apply to information which a party can show:


·         was at the time of receipt published or otherwise generally available to the public;

·         has, after receipt by the receiving party, been published or has become generally available to the public other than through any act or omission on the part of the receiving party;

·         was already in the possession of the receiving party at the time of receipt without any restrictions on disclosure;

·         was rightfully acquired from others without any undertaking of confidentiality imposed by the disclosing party;

·         was developed independently of the work under the Subcontract;

·         was required to be disclosed by law.



Article 5: Publications and Press Releases


The Subcontractor agrees to obtain the prior agreement of the University before making any publication or press release which refers to the Project



Article 6. Intellectual property


A.      Except as provided in paragraph B of this Article 6, the Subcontractor agrees that any and all  intellectual property arising from the performance of the tasks in this Subcontract shall be the property of the University.


B.     The University acknowledges that (i) Subcontractor personnel performing some or all of the tasks under this Subcontract are also being funded by other funding sources (including subcontractor’s own financial resources) (“Jointly Funded Research Tasks”) and (ii) such Subcontractor personnel may also be performing research in fields related to the tasks under this Subcontract which research is not being funded by the University (“Independent Research”).  Notwithstanding the provisions of paragraph A of this Article 6, the University and Subcontractor agree that, as between the University and Subcontractor, and subject to the terms of any third party funding arrangements entered into by ICSI, the University and ICSI shall jointly own all intellectual property arising from the performance of Jointly Funded Research Tasks, which intellectual property shall constitute Foreground. In addition, the University hereby grants ICSI a non-exclusive, world-wide, paid-up, royalty-free, perpetual license and right (with the right to grant sublicenses) to make, have made, use, sell, offer for sale, import, reproduce, distribute and otherwise exploit, modify, improve and prepare and have prepared derivative works based upon, and display and perform all intellectual property arising from tasks performed under this Subcontract, including intellectual property arising from Joint Research Tasks to the extent of the University’s rights therein.  The University further agrees that nothing in this Subcontract shall confer on the University any rights in or to intellectual property arising from Independent Research.  Neither party has by the terms of this Subcontract conferred upon the other party any rights in background, which rights (if any) shall be conferred only by separate agreement.  The provisions of this Article 6 will survive the termination of this Subcontract.


C.     In connection with the allocation of intellectual property rights set forth in this Article 6, ICSI agrees, upon the request of any Contractor under the Contract: (i) to provide Access Rights on a royalty free basis in all intellectual property arising from Jointly Funded Research Tasks; (ii) to provide Access Rights under favourable conditions to Background owned by ICSI (including Background arising from Independent Research), to the maximum extent consistent with ICSI’s ownership rights therein, provided, however, that if any Contractor requests that ICSI provide any documentation, including legal documentation, for the rights so conferred such Contractor shall bear ICSI’s out-of-pocket costs (including legal fees) incurred in providing such documentation.



Article 7: Price


The total price for the performance of the all the tasks shall be 98,000 EURO.  This amount shall cover costs incurred by the Subcontractor, inclusive of all taxes.



Article 8. Invoicing


All invoices submitted by the Subcontractor must be for Euros in accordance with the payment schedules included at Annex 1.  Invoices must refer to the Project and provide a detailed description of the task(s) concerned.



Article 9. Payments


The schedule of payments is included at Annex 1.  All payments will be made in Euros [US dollars at the exchange rate on the day of transfer less any conversion charges].  Payments will be made within 30 days of receipt of invoice, subject to the following conditions:


·         The University has received payments from the European Commission;

·         The University has accepted the results of the relevant tasks;

·         The University has approved the invoices.



Article 10: Start, duration and completion


This Subcontract shall become effective on the same date as the CEC Contract becomes effective.


Subject to the relevant conditions in the CEC Contract, the total work to be performed under this Subcontract shall be deemed to be completed on the date of the approval by The University of the tasks set out in Article 3 of this Subcontract.


Non acceptance of the results will be notified within two weeks of delivery.  The Subcontractor shall be given a fair and reasonable opportunity to remedy any shortfalls.  The task will be considered accepted if The University has not given notification to the contrary.



Article 11: Amendments


Amendments or changes to this Subcontract shall be made in writing and signed by authorised legal representatives of The University and the Subcontractor.



Article 12: Termination


The University may terminate this Subcontract at any time by one month’s notice in writing to the Subcontractor if:


·         The European Commission terminates the CEC Contract or The University’s participation in the CEC Contract;

·         Modifications to Tasks, which have been judged unacceptable by The University, have not been not been carried out within the agreed timescale.



Article 13. Assignment


Subcontractor shall not be permitted to assign, sub-let or otherwise allow any third party to exercise rights under this Subcontract without the prior written consent of The University.



Article 14. Disputes and Governing law


Any dispute arising out of this Subcontract and to which no amicable settlement has been found shall be governed in all respects by the laws and courts of England



Article 15.  Amendments and notices


Any amendments to this Subcontract and the annexes thereto shall be subject to a supplementary written agreement concluded on the same terms as this Subcontract.


Any formal notices shall be by registered mail to the Authorised signatories listed at the end of this Subcontract.



Article 16. Operational management and communications


The management of the performance of this Subcontract on behalf of The University will be carried out by Dr. Steve Renals, to whom all operational management issues and communications should be addressed.


Dr. Steve Renals

Department of Computer Science

Regent Court

211 Portobello Street

Sheffield, S1 4DP

United Kingdom


Tel:      +44 114 222 1836

Fax:     +44 114 222 1810


The management of the performance of this Subcontract on behalf of the Subcontractor will be carried out by Prof  Nelson Morgan to whom all operational management issues and communications should be addressed.



















Legal representative of The University









Legal representative of the Subcontractor









Name (PRINT):

Name (PRINT):