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1、ANNEX EPARTNERSHIP AGREEMENTThis is a suggested template agreement. It must be negotiated between partners and tailored to each project partnerships individual needs. Agreement for Project Partners Concerning the PartnershipFOR THE IMPLEMENTATION OF THE insert project name PROJECTWithin the framewor

2、k of the PEACE III Programme:Between the following partners:LEAD PARTNER 1.Name & AddressRepresented by:PROJECT PARTNERS2.Name & AddressRepresented by:3. Name & AddressRepresented by:4. Name & AddressRepresented by:PLEASE CONTINUE TO ADD PARTNERS AS APPROPRIATEArticle 1: Project Objectives1.1The pro

3、ject title conducted based on the Cross-Border Territorial Co-operation Programme for Northern Ireland, the Border Counties of Ireland and Western Scotland 2007-2013, hereafter referred to as the Peace III Programme INSERT / DELECT AS APPROPRIATE shall contribute to the objectives set out in the Ope

4、rational Programme.The project objectives are as follows:Insert ObjectivesArticle 2: Subject of the Partnership Agreement2.1By the present Partnership Agreement, the Lead Partner and the project partners shall define the rules of procedure for the work to be carried out and the relations that shall

5、govern them within the cross-border partnership set up in order to complete the aforementioned project. 2.2The Partnership Agreement is a secondary document in that it must be read subject to the Letter of Offer and the Standard Conditions of Grant. The content of the Letter of Offer and the Standar

6、d Conditions will override anything to the contrary in the Partnership Agreement.2.3The terms of reference of the project are indicated in the annexes. The annexes comprise: The Letter of Offer signed by the BA or CRC on behalf of the CONSORTIUM and co-signed by the Lead Partner dated date The Proje

7、ct Work Plan with its time schedule and detailed budget included in the finalised Application Form as received by the Consortium and reflecting any agreed revision on the part of the Consortium Steering Committee following appraisal on date The Communications PlanAll annexes are an integral part of

8、this Partnership Agreement.Article 3: Duration of the Agreement3.1This Partnership Agreement shall take effect on the date on which it is signed by all partners. It shall terminate on the date when the last of the partners receives its final payment from the Lead Partner and until the Lead Partner h

9、as discharged in full his obligations toward the CONSORTIUM.3.2Should the date on which the Project actually starts precede the date the CONSORTIUM Steering Committee (SC) has taken into account for eligible expenses, the expenses incurred by the partners prior to that date shall be deemed non-eligi

10、ble.3.3The period in which the Project must be concluded may be altered with express written permission from the Programme. Modifications apply to all Project Partners.3.4Following the termination of the agreement, all Project Partners are obliged to comply with the obligations concerning the keepin

11、g and filing of documents.3.5It is not intended to create a formal legal partnership. This Partnership Agreement sets out the manner in which the Lead Partner and the Project Partners intend to co-operate to ensure the delivery of the project.Article 4: Obligations4.1 The Lead Partner and the Projec

12、t Partners commit themselves in doing everything in their power to ensure the implementation of the project as defined in article 2. 4.2 The Lead Partner shall fulfill all obligations arising from the Letter of Offer and the approved application. In particular the Lead Partner shall fulfill the foll

13、owing obligations. The Lead Partner is responsible for the overall co-ordination, management and implementation of the project. The Lead Partner shall be the beneficiary of the ERDF grant and shall manage the funds in accordance with the details of this Partnership Agreement. The Lead Partner assume

14、s sole responsibility for the entire project vis-vis the CONSORTIUM. The Lead Partner shall appoint a Project Manager who has operational responsibility for the implementation of the overall project; The Lead Partner will ensure timely commencement of the project and implementation of the entire pro

15、ject within the time schedule in compliance with all obligations to the CONSORTIUM. The Lead Partner shall notify the CONSORTIUM of any factors that may adversely affect implementation of the project activities and/or financial plan; Reception of payments from the CONSORTIUM and the management of th

16、e EU funds, in particular their timely onward transfer to the project partners; review of the appropriate spending of the EU funds by the project partners; and consolidation of the project-related individual accounting records of the project partners and preparation of all required documents and rec

17、ords for the final audit (with assistance of the project partners); Preparation of a work plan setting out the tasks to be undertaken as part of the project and the role of project partners in their implementation, and a project budget Note: see comments below, Art. 6 Specific Activities; Preparatio

18、n and submission of periodic progress reports, interim reports, final reports, follow-up budget documentation, financial declarations, requests for payment, financial reports and application for budget or contract clause alterations; Any other tasks agreed with the project partners.4.3 Every Project

19、 Partner and the Lead Partner (in their function as Project Partner) shall accept the following duties and responsibilities Expeditiously carry out the specific activities set out in the project work plan or otherwise agreed; Providing all information and data to the Lead Partner that are required b

20、y the latter to coordinate andmonitor the implementation of the project and for reporting purposes; Submitting confirmations by independent chartered accountants (or equivalent) on the eligibility of their expenditure; Notifying the Lead Partner of any factors that may adversely affect implementatio

21、n of the project in accordance with the work plan. Project partners agree to take all necessary steps enabling the Lead Partner to comply with its responsibilities as set out in the Letter of Offer Produce all documents required for the audit, provide necessary information and, for audit purposes, g

22、ive access to its business premises to the responsible auditing bodies implementing the Programme audit requirements, in particular Regulation 1083/2006 of 11 July 2006, article 90 Retain at all times for audit purposes all files, documents and data about the part of the project for which it is resp

23、onsible in a safe and orderly manner for a minimum of 6 years after the final payment by the EU Commission to the programme Provide the independent assessors carrying out the programme mid-term and ex-post evaluation any document or information necessary to assist with the evaluation Organise commit

24、ment of user groups in their region, their participation in the regional project and pilot projects and their co-operation in the dissemination of the Project results Comply with EU and national legislation4.4Specific ActivitiesThe main tasks of name of the Lead Partner, referred to as the Lead Part

25、ner, are summarised as follows: title or number of each action.The main tasks of name of the Project Partners, referred to as Partner 1, 2, 3, etc, are summarised as follows: title or number of each action.The work plan setting out a detailed description of key tasks, targets, timescales and the bud

26、get for each of the actions undertaken by the Lead Partner and the project partners shall be appended to the present Partnership Agreement.Article 5: Organisational Structure of the Partnership5.1For the successful management of the partnership and completion of the programme, a Project Steering Com

27、mittee will be set up. The Project Steering Committee will be responsible for monitoring the implementation of the project. The Project Steering Committee will be chaired by the Lead Partner and will report to CONSORTIUM. Its members shall include the Lead Partner, Project Partners, and any other or

28、ganisations or individuals deemed appropriate by the Lead Partner. The Project Steering Committee shall meet on a define frequency basis. SEUPB staff shall also retain the right to attend meetings.5.2Project Steering Committee will have the authority to delegate specific tasks or responsibilities to

29、 such sub-committees as it shall deem appropriate to establish. These tasks may include responsibility for financial control, the monitoring of project activities and evaluation of the outcomes, and such other tasks as considered appropriate by the Project Steering Committee. Specify the detailed co

30、mposition of the Project Steering Committee and any sub-committees, their role and assignments, and the decision making process.Article 6: Cooperation with third parties6.1In case of cooperation with third parties, including subcontractors, delegation of part of the activities or of outsourcing, the

31、 project partner concerned shall remain solely responsible to the Lead Partner concerning compliance with its obligations as set out in this Partnership Agreement including its annexes and through the latter to SEUPB implementing the Programme. 6.2. The Lead Partner shall be informed by the project

32、partner about the subject and party of any contract concluded with a third party.6.3No project partner shall have the right to transfer its rights and obligations under this Partnership Agreement without the prior consent of the other project participants and the responsible programme implementing b

33、odies.6.4Cooperation with third parties including subcontractors shall be undertaken in accordance with the procedures set out in EU public procurement directives.Article 7: Liability7.1. Each partner, including the Lead Partner, shall be liable to the other partners and shall indemnify and hold har

34、mless such other partners for and against any liabilities, damages and hold harmless and costs resulting from the non-compliance of its duties and obligations as set forth in this agreement and annexes7.2. No party shall be held liable for not complying with obligations from this agreement in case o

35、f force majeure. If such a case arises, the project partner involved shall announce this immediately in writing to the other project partners. Article 8: Budgetary and financial management (eligibility of expenditure), accounting principles8.1The Lead Partner is responsible for preparing a project b

36、udget setting out and estimate of eligible expenditure and funding. The budget shall be denominated in euro or in sterling.8.2The eligibility of expenditure will be determined based on Commission Regulations and national laws. Eligible expenditure must be: 1) directly related to the subject matter o

37、f the project and mentioned therein; 2) necessary for the implementation of the project as long as it is reasonable and consistent with the principles of operational efficiency and economy; 3) actually incurred and are identifiable and verifiable in the accounting and taxation records of the project

38、 partner;8.3Eligible expenditure may include the salaries plus social security charges and other remuneration-related costs of staff assigned to the project, travel and subsistence costs for staff involved in the projects implementation, depreciation costs for equipment (new or used, costs of consum

39、ables and supplies, expenditure on subcontracting, and costs deriving directly from the requirements of the Letter of Offer (e.g. evaluation activities, dissemination of information).8.4. The Lead Partner is the sole responsible party to the CONSORTIUM concerning the realisation of payment claims an

40、d financial reports. The Lead Partner must ensure the reliability of the accounting and financial reports and documents drawn up by all Project Partners. The Lead Partner can request further information and evidence to that effect.8.5In default of evidence or in the event of non-fulfilment of the Pr

41、ogramme rules concerning eligibility of expenses, the Lead Partner shall ask the Project Partner to review the submitted financial documents. In case of repeated non-fulfilment, the Lead Partner shall be entitled to deny the expenses submitted by a Project Partner. In such cases, the Lead Partner is

42、 obliged to inform the concerned Partner of the denial of expenses and the motivation thereto; also the CONSORTIUM shall be informed8.6The ERDF financial contributions shall be paid into the account of the Lead Partner who shall be responsible for the administrative and financial management of the f

43、unds and for distributing the funds between the project partners in accordance with their certified expenditure incurred for project actions effectively carried out.8.7The Lead Partner shall quantify common managements cost and project partners agree that these shall be met by the partnership as a w

44、hole. 8.8All Project Partners shall commit to keep separate accounts in accordance with the rules prescribed by the CONSORTIUM and in accordance the eligibility of expenditure rules. The accounts shall provide for registration in Euros/Pounds of total expenses (expenditure) and of the return (income

45、) related to the Project.8.9Accounting reports or other documents, including copies of all pieces of evidence shall be submitted to the Lead Partner or to the body appointed to that effect, in accordance with the schedule and requirements stipulated by the Lead Partner.8.10 The Project Partners are

46、obliged to have their project accounting certified by an accountant or auditor. All partners must produce all documents and necessary information required for audit by local, regional, national or European auditors, and give access to their business premises in accordance with European Regulations.

47、8.11 The financial, accounting and reporting policy of the Lead Partner (as well as its directions and requests towards the other Project Partners in connection therewith) shall be based on the rules and regulations determined by the Programme in respect of the Project and in general as interpreted

48、by the Lead Partner. The Lead Partner shall use reasonable endeavours to obtain clarification and/or comfort in respect of such rules, regulations and interpretation where appropriate, in order to avoid differences of opinion with the CONSORTIUM which might lead the CONSORTIUM to reduce discontinue

49、or even re-claim subsidies from one or more of the Project Partners. The Lead Partner, however, shall not be responsible and/or liable towards the other partners for any adverse consequences resulting from a different interpretation and/or approach of relevant rules and regulations by the CONSORTIUM

50、 at any stage of the Project.Article 9: Monitoring, Evaluation and Reporting9.1The Lead Partner has overall responsibility for monitoring the actions undertaken by the project partners on an ongoing basis. 9.2The Lead Partner is responsible for submitting interim reports to the CONSORTIUM throughout

51、 the lifetime of the project and by the official end date of the project in order for final payment to be received. These reports should provide details of the activities undertaken as part of the project, the progress/outcomes achieved against targets, expenditure incurred, an explanation for any v

52、ariances against the work plans targets for physical outputs and budget, and proposed corrective actions, and any other information deemed relevant.9.3Every partner commits to providing the Lead Partner with the information needed to draw up progress reports and other specific documents required by

53、CONSORTIUM. The reporting periods as laid down in the Letter of Offer as well as instructions in the reporting forms shall be observed. 9.4The Lead Partner shall systematically send every partner copies of the progress reports submitted to the CONSORTIUM and keep the partners informed on a regular b

54、asis of all relevant communication with CONSORTIUM.Article 10: Modifications of the Work Plan and Budget Reallocation10.1Before applying for reallocation of total costs as stated in the approved application from one budget line to another in accordance with the contract with SEUPB the lead partner s

55、hall obtain the approval of its partners.10.2Any request for amendment of the contract presented by the Lead Partner to the CONSORTIUM of the Programme shall be authorised by the partners of the project beforehand.10.3Modifications to the project (e.g. concerning time schedule or budget) that have b

56、een approved by the SC of the Programme can be carried out without amending the agreement.Article 11: Non-fulfillment of Obligations or Delay11.1All Project Partners are obliged to promptly inform the Lead Partner and to provide the latter with all the useful details should there be events that coul

57、d jeopardise the implementation of the Project.11.2Should one of the Project Partners be in default, the Lead Partner shall admonish the respective partner to comply within a reasonable period of time, a maximum of one month.11.3Should the non-fulfilment of obligations continue, the Lead Partner may

58、 decide to debar the Project Partner concerned from the Project, with approval of other members of the Steering Committee. SEUPB shall be promptly informed of such a decision.11.4The debarred partner is obliged to refund to the Lead Partner any Programme funds received which cannot be proven on the

59、day of debarring that they were used for the implementation of the Project according to the definition of eligible expenses stated in the Programme rules.11.5In cases where the non-fulfilment of a Project Partners obligations has financial consequences for the funding of the Project as a whole, the

60、Lead Partner may demand compensation to cover the sum involved.Article 12: Confidentiality Requirements12.1Although the nature of the implementation of this Project is public, it has been agreed that part of the information exchanged in the context of its implementation between the Project Partners

61、themselves or with the JTS or Programme Steering Committee, can be confidential. Only documents and other elements explicitly provided with the statement “confidential” shall be regarded as such. This mainly concerns studies that have been made available to one of the parties in the context of the P

62、roject concerning methods, know how, files or any other type of document labelled confidential. This information can only be used by the Partners according to the provisions of this agreement.12.2Project Partners commit to taking measures so that all staff members carrying out the work respect the c

63、onfidential nature of this information, and do not disseminate it, pass it on to third parties or use it without prior written consent of the Lead Partner and the partner institution that provided the information. The Project Partners commit to taking the same measures to maintain the confidential n

64、ature of the information, as they would do should it concern their own confidential information.12.3 This confidentiality clause shall remain in force for two years following the termination of this agreement.Article 13: Results of Joint Activities13.1The result of the joint activities covered by the agreement concerning reports, documents, studies, electronic data and other products, be they disseminated free of charge or commercially, are the joint property of the Partners.13.2The Project Partners dispose of the property in accordance with mutually agreed upon rules, based on the prevail