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Art.4 |
IV ORGANIZATION OF THE PROJECT |
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Art.4.1 |
1. The project shall be directed by a project board. The board shall decide on all matters concerning the project within the framework of this Agreement. |
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Art.4.1.ax |
Each contracting party shall appoint one member of the board. The member appointed by AES will be the chairman of the board. Each member of the board may be assisted at the board meeting by one specialist who shall not have a voting right. The board shall meet at least 3 times a year. Additional board meetings shall be convened at the request of one member of the board. |
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Art.4.1.bx |
The decisions of the project board shall normally be made by mutual agreement. Should it be necessary to vote on any decision, each member of the board shall have a number of votes in proportion to the financial commitment of the contracting party concerned according to Article VI below. Every member shall be given the opportunity to cast his vote. 60 % of the votes cast are required for a decision. An opportunity will be provided for voting in absentia and/or through designated alternate upon proper and timely notification of the matter to be voted on. Should it be necessary to revise the programme, the board should be prepared to meet at short notice. |
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Art.4.1.cx |
The distribution of votes among the four Nordic countries will be stated at the first board meeting. |
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Art.4.1.dx |
AES has an absolute veto right against decisions involving the safety of the plant or conflicts with Swedish laws and regulations. |
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Art.4.2 |
2. AES shall appoint a project manager. The appointment requires the approval of the project board. The project manager shall be responsible to the project board for the execution and management of the agreed project. His duties include the drawing up of detailed programmes of work, including cost and time schedules. |
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Art.4.2.ax |
The project manager shall be present at the meetings of the project board and shall have the right to participate in the deliberations He shall report at each meeting on the progress of the work of the project. |
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Art.4.3 |
3. A committee, called the Technical Advisory Committee (TAC), shall be established. The committee shall be composed of senior technical experts. Each contracting party having a share of 20 % of the total budget shall have the right to designate two members and each contracting party having a share of less than 20 % shall have the right to designate one member. The committee has the authority to direct the project manager on technical matters within the scope, cost and time schedule of the programme. Differences in opinion between the TAC members shall be resolved by the vote following the same procedure as applies to the voting in the board. If the project manager considers a proposal from the TAC to lead to an increase in costs or to a prolongation of the time schedule, the matter shall immediately be brought by him to the attention of the board for decision. Pending the decision of the board, no action shall be taken by the project manager that may infringe upon the freedom of the board to decide. The project manager shall be in attendance at the meetings of the committee. |
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Art.4.3.ax |
The chairman of the project board chairs the meeting of the TAC. The committee shall meet at least three times per year. The meetings shall be convened by the chairman of the project board on his own initiative or at the request of members representing at least 40 % of the votes of the committee. |
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Art.4.4 |
4. In the performance of his duties, the project manger shall be assisted by a project staff as exemplified in Appendix C. |
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Art.4.5 |
5. AES undertakes to render the necessary technical and administrative services and to procure the material for implementation of the project. Legal acts relating to the carrying out of the project shall be performed by AES on behalf of the contracting parties. |
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Art.4.6 |
6. For the financial management of the project, AES shall arrange an adequate book-keeping and reporting system according to the needs of this Agreement. Additional reporting that may be required for specific national reasons is not the responsibility of the project. The auditing shall be performed by the auditors of AES, and if so requested by any of the other parties, by auditors elected by them. |
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Art.5 |
V TIME SCHEDULE |
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Art.5.1 |
1. The starting date of the project is February 1, 1975 and the project shall he carried out in accordance with the time schedule in Appendix E. |
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Art.5.2 |
2. As no development work on instrumentation or other equipment is planned within the project it is vitally important that the board makes it their responsibility to supervise that only well proven and tested instrumentation and other equipment is used for the experiments. At the end of the preparation phase the board shall review the situation regarding the installed instrumentation and other equipment and its formal approval is required for the start of the experimental phase. |
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Art.5.3 |
3. At least after every second blowdown the TAC shall decide whether the blowdown and measurement conditions have concurred with the general descriptions of the experiments in the agreement and whether the information achieved is complete enough to be useful or if the experiments should be repeated. This decision shall be communicated to the board members immediately |
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Art.6 |
VI BUDGET AND FINANCIAL CONTRIBUTIONS |
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Art.6.1 |
1. Expenditure relating to the carrying out of the project shall be borne by the contracting parties under the conditions specified in the present Article. |
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Art.6.1.ax |
The project budget as presented in Appendix D amounts to Skr 13.7 millions. This amount includes all foreseen wage and price increases for the programme planned to be carried out and specified in Appendix A - F. |
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Art.6.1.bx |
As a reserve to cover possible additional expenses caused during the project in excess of the budget, the parties undertake jointly to make available an amount of Skr 0.5 million. The parties also undertake jointly to make available an amount of Skr 0.3 million in excess of the budget as a reserve to cover unforeseen inflationary cost increases during the project. The utilization of these reserves requires specific decisions by the project board. Including the reserves the total budget is Skr 14.5 millions. |
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Art.6.1.cx |
The project costs and the relevant reserve stated in this Article are calculated on the basis of a current station availability during the period indicated in the time schedule in Appendix E. Cost increase due to interrupted availability of the Marviken plant shall he borne by the AES, provided that the interruptions are not caused by the performance of the experiments. |
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Art.6.1.dx |
The contracting parties undertake to contribute to the financing of the total budget as follows: |
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Art.6.1.dx.ix |
[TAB]%.[TAB]Skr |
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Art.6.1.dx.iix |
millions |
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Art.6.1.dx.iiix |
GKSS[TAB]20[TAB]2.9 |
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Art.6.1.dx.ivx |
CFA[TAB]10[TAB]1.45 |
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Art.6.1.dx.vx |
EdF[TAB]10[TAB]1.45 |
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Art.6.1.dx.vix |
JAERI[TAB]20[TAB]2.9 |
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Art.6.1.dx.viix |
AEC[TAB]20[TAB]2.9 |
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Art.6.1.dx.viiix |
AED |
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Art.6.1.dx.ixx |
MTI |
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Art.6.1.dx.xx |
AEN |
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Art.6.1.dx.xix |
AES[TAB]20[TAB]2.9 |
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Art.6.1.dx.xiix |
[TAB]100[TAB]14.5 |
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Art.6.3 |
3. The project shall be debited with the cost of the personnel of the project staff supplied by the contracting parties under the conditions specified in Article VII and in Appendix D, where all personnel costs are given according to nominal AES wage codes, inclusive of statutory social dues multiplied by 1.75. When project personnel are working outside their home organizations, the project shall be debited with an additional per diem cost according to AES's rules. Costs for travels to and from the permanent residence of the personnel are paid by the respective home organization. |
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Art.6.3.ax |
For services rendered by the parties upon order from the project using personnel not classified as project personnel and for material provided, the party shall be reimbursed for its costs. Thus neither profit nor gain shall be included except in case of commercial products already on the market. |
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Art.6.4 |
4. When paying their financial contributions according to this Article VI the parties shall be entitled to deduct the costs for wages and per diem of project personnel according to Article VI:3. |
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Art.6.5 |
5. Within six weeks after the end of each quarter of a year, the project manager shall present accounts for the project to the parties in summarized figures as to the costs incurred during the preceding quarter, and shall at the same time give a cost estimate for the current quarter. |
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Art.6.5.ax |
The total actual cost for the project shall be accounted for within three months after the termination of the project. |
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Art.6.6 |
6. Payments of contributions shall be made to AES and made available to the project in quarterly instalments on the basis of cost estimates and accounts as outlined under this Article VI:5, and quarterly reports. |
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Art.6.6.ax |
The first advance payment shall be due within four weeks after the signing of this Agreement by all the parties and shall cover all the costs accounted for in the budget incurred up to the date of signature as well as the costs calculated for the rest of the current quarter. The subsequent advance payments are due within two weeks upon receipt of the quarterly cost accounts/costs estimated. |
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Art.8 |
VIII INFORMATION AND USE OF RESULTS, INCLUSIVE OF INVENTIONS |
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Art.8.1 |
1. The results of the project shall be presented in the form of appropriate progress and final reports as specified in Appendix F. |
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Art.8.2 |
2. All information derived from the execution of the project shall be made available to the contracting parties. |
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Art.8.3 |
3. Prior to approval by the parties for publication, the information will be freely available to government authorities, organizations and companies in the participating countries for their own use but not for publication by discretion of the respective parties. When required by administrative procedure in its country, each party may on its own responsibility disseminate or otherwise make use of information from the experiments. |
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Art.8.3.ax |
The project will not bear any responsibility for such information as is not approved by the project board and which is not contained in the project reports as specified in this Article VIII:1. In such cases the party should carefully consider the possible necessity of due reservations regarding the validity of the information with respect to the final total evaluation of the project results. During the period covered by the Agreement the parties may not without the consent of the project board supply information on project progress and resluts to organizations and companies outside the contracting Nordic countries, the Federal Republic of Germany, the United States, France and Japan. |
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Art.8.4 |
4. Prior to the termination of the project, the project board must decide upon such results that may not be published. |
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Art.8.5 |
5. Patentable or not patentable inventions made in the course of the project work shall be made available to the project; the party responsible for any such invention undertakes to give the right of use to the project, free of cost charge. |
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Art.8.6 |
6. Patentable inventions made in the course of the project work shall be considered made by the inventor as member of his home organization and patent matters shall be settled by the respective party according to the laws and regulations in the respective country, provided, however, if a party decides to file patent applications for an invention in one or several countries, the other parties shall be granted non-exclusive royalty-free licences to use the invention in such countries, including the right to grant sublicences to organizations and companies of their own country. |
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Art.8.7 |
7. Each party waives any and all claims against the other parties for compensation, royalty or award, as regards any inventions or discoveries, made in the course of, or under this Agreement and releases the other parties with respect to any and all such claims, including any claim under the provisions of the applicable employer-employee invention legislation of the participating countries. |
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Art.8.8 |
8. When one party has previously been granted or has applied for patents on an invention which could have significance for carrying out the project, the right of use of this invention shall be granted the project free of cost charge by the respective party. |
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Art.10 |
X ACCEPTANCE OF FURTHER PARTICIPANTS |
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Art.10.1x |
If other entities wish to join the project, the project board shall examine the economic and other conditions of such participation and prepare a recommendation thereon for the contracting parties. Acceptance of further participants requires unanimous agreement by the contracting parties. |
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Art.11 |
XI UNFORESEEN OCCURRENCES AND RIGHT TO WITHDRAW |
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Art.11.1 |
1. Should unforeseen occurrences put in doubt the achievement of the project objectives within the agreed time, budget or cost schedule, the project manager shall immediately report to the project board, which shall decide on the continuation. A decision to continue shall require the unanimous agreement of the parties, and must include necessary amendments of the time, budget or cost schedule as the case may be. |
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Art.11.2 |
2. If a decision to continue the project can not be reached, then any party to this Agreement shall have the right to withdraw from the Agreement. In such a case the withdrawing party is under an obligation to fulfil its share of project commitments which originate prior to the date of the withdrawal. The withdrawing party has the right to all information produced by the project up to the date of withdrawal. The information will be supplied in the form existing at the date of withdrawal without processing of the data. |
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Art.12 |
XII ARRANGEMENTS FOR TERMINATION OF THE PROJECT |
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Art.12.1x |
Equipment purchased within the project budget is regarded as being the property of the parties, each having a share in the percentage proportion to the financial contribution as given in Article VI:2. |
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Art.12.2x |
After the termination of the project such equipment which can still be utilized for other purposes will be evaluated under consideration of normal depreciation. AES will make up a list of such equipment and its value for approval by the project board. |
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Art.12.3x |
If AES with the approval of the project board decides to retain such equipment, the other parties will be credited in proportion to their financial grants. |
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Art.12.4x |
The project board shall decide upon the disposal of such remaining equipment as is not retained by AES. |
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Art.12.5x |
When selling equipment after the termination of the experiments, the costs for dismantling of such equipment and associated restoration shall be paid from the income of the sale of such equipment. The estimated economic net result shall be approved by the board before any action is taken in such matters. |
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Art.12.6x |
In case of a decision to terminate the project prior to its fulfilment, under the circumstances described in Article XI, AES undertakes to cancel the remaining delivery contracts and other remaining commitments for the project as soon as possible. |
