RODENT network

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Draft of Memorandum of Understanding Founding and Operation of European Drone Technology Network (RODENT )

1. MoU Preamble

The European Commission and ECSEL JU have funded the COMP4DRONES project (Grant-Agreement ID 826610) on drone technologies to ensure European strategic autonomy in such technologies. Drones underpin most of our future business and private activities, with a potentially significant socio-economic impact. Europe's potential in the field of UAVs, including its world-class research community, must be strengthened and exploited to be at the forefront of UAV development.

The entire network will be a common resource and will become a shared facility, like a virtual laboratory providing access to knowledge and expertise and attracting talent. It should become a reference, creating an easy entry point to drone technology in Europe and should contribute to its visibility.

The ECSEL JU COMP4DRONES project has made several connections with other European projects active in this field (ADACORSA, Drones4Safety, AW-Drones, RIMA, OPTICS2, GOF2.0, etc.) whose participating parties will be approached to sign also this MoU.

2. MoU Scope

The Organization and Operation of the European Drone Technology Network (RODENT) aims to provide access to knowledge and expertise, functioning as an umbrella for the European drone industry's value network.

The purpose of this MoU is to establish certain principles that the Parties agree that it shall govern both the process of forming the RODENT and the operations of the future RODENT.

If the Parties choose to enter into any binding obligations other than those listed in this MoU below, any such binding obligations shall be set forth in a teaming agreement or other agreement (defined as the Definitive Agreement), if any, to be negotiated and executed by authorized representatives of each Party, in the sole, absolute discretion of each Party.

The Parties understand and agree that this MoU may, or may not, lead to a Definitive Agreement. Failure to consummate a Definitive Agreement based on the Parties’ intentions shall not entitle either Party to any remedies or damages under contract law, tort law, or any other legal or equitable theory. For the avoidance of doubt, neither Party is obliged to conclude Definitive Agreements.

This MoU is not intended to constitute, create, or give effect to or otherwise recognize a joint venture, partnership, teaming agreement or similar enforceable arrangement. Neither Party hereto has any right or authority to make or undertake any promise or to make any representation for the other Parties, or to execute any document or to otherwise assume any obligations or responsibility in the name of or on behalf of the other Party hereto.

3. RODENT Objectives

The main objective of the RODEN networks is to promote, encourage and assist the coordinated development and deployment of UAV-based technologies and services in Europe. The following specific objectives are identified:

  1. Set up a virtual drone design platform promoting drone services based on European technologies.
  2. Mapping of European “supply” skills
  3. Increase cooperation between European Drone Industry
  4. Enable more R&D activities
  5. Build a competitive offer
  6. Expand accessibility to European drone technologies
  7. Increase the availability of drone technologies
  8. Improve the interoperability of components and tools
  9. Increase the qualification of engineers through training to acquire new practices

4. RODENT Definitions

  1. Founding Members: Partners of the COMP4DRONES project signing this MoU at the first round.
  2. Full Members (acronym RODENT Members): organisations from European Union (EU) or Associated Countries that will be invited to and will sign this MoU. RODENT founding Members are RODENT full members.
  3. Associate Members: Organizations from countries other than EU member states or associated countries that will be invited to sign this MoU.
  4. Research & Industry Members: Research Institutions or Companies within EU countries or Associated with drone technologies activities that will be invited to and will sign this MoU.
  5. Representatives. Employees of any member type within EU countries or Associated having received a signed mandate to represent their organizations at RODENT level. A Representative may assign a Deputy Representative.

5. RODENT Governance

  1. General Assembly (GA): It is the highest RODENT governing body consisting of one Representative of each Full Member.
  2. Management Board (MB): It consists of five Full Member Representatives and manages RODENT operations. The GA elects it for a four-year term. The number of MB members may be changed by GA decision, but cannot be less than three.
  3. Coordinator: It is a Full Member hosting RODENT Management operations. The GA elect it for a four-year term. MB member, which is the Representative of the Coordinator and chairs RODENT GA, MB and Research and Innovation Board.
  4. Research and Innovation Board: It consists of research and industry experts that advises RODENT on research and industrial innovation. All RODENT Member Representatives of any type elect expert for a four years term, or less.

RODENT GA or MB can decide to create (or dissolve) special committees to work on any RODENT Operation.

6. RODENT Operations

6.1 RODENT Management

It concerns the management, dissemination, accounting and reporting of RODENT activities and resources. The management rules and procedures will be decided by the RODENT GA or the RODENT BoD and should be compatible with the internal legislation, rules and procedures of the coordinator's country. The Coordinator, in accordance with the legislation, rules and internal procedures of his country, will mainly manage the project as a funded project.

6.2 RODENT Activities

All RODENT members, regardless of type, are welcome to participate in RODENT activities on a win-win basis. Below is a non-exhaustive list, to be updated during RODENT operations, of activities to achieve RODENT's goals:

  1. Set up working groups to study the multiple issues (interoperability, business model, industrial intellectual property, etc.) that need to be resolved in order to create a virtual platform for drone design
  2. Offer of short courses, lecture series, web lectures etc. to promote technologies that can be used by the drone industry
  3. Industry, research or academic secondments.
  4. Offering Drone vision: Drones system engineering workshop and drone grand challenges.
  5. SoA overviews on drone topics.
  6. Drone event calendar.

7. RODENT Dissemination/communication

They will be done mainly through the RODENT web portal, various lists and email channels that will be managed by the coordinator and various drone events.

8. RODENT Resources

RODENT resources come from its members of any kind, from its activities, from funded R&D projetcs or educational projects, but also from any other source, e.g., donations or sponsorships.

The activities mentioned in this MoU shall not, in principle, impose any financial obligations on the members of RODENT of any type. Each member, regardless of its type, shall bear the costs and expenses related to its participation in RODENT, unless otherwise specified and agreed/accepted by the member concerned.

Nothing contained in this MoU shall be construed as providing for the sharing of profits, losses, expenses, debts or liabilities arising out of the efforts of any of the Parties. All Parties agree to proceed at their own risk and expense and agree that each Party will be solely responsible for its own costs incurred in connection with its efforts under or related to this MoU, unless and until, if ever, other cost related responsibilities are set forth in a Definitive Agreement.

9. RODENT International Cooperation

RODENT will seek active cooperation with any European, national and international entity engaged in Drones activities of any type, notably with any national Drones network within EU and with:

10. RODENT Duration and Other Provisions

RODENT will start its activities as soon as at least five founding members from three European countries and participants in the ECSEL JU COMP4DRONES project (Grant-Agreement ID 826610) have signed this MoU. Potential members/associate members/research and industry members can adhere to this MoU by signing its copy, together with the coordinator. This MoU is valid for five years (2023-2027) and can be extended by decision of the RODENT General Assembly.

This MoU can only be changed by a written amendment agreed upon by the Parties and signed by persons authorised to bind the Parties.

Either Party may withdraw from this MoU at any time by providing written notification to the other Parties 30 days in advance.

Decisions of the RODENT General Assembly must be taken by a relative majority of the votes of all full members present. Decisions of the board of directors or any other board or committee of RODENT must be taken by unanimity, if possible, or by a relative majority in the second round, if the unanimous vote fails in the first round.

Any member of RODENT can refuse to execute a decision if it is contrary to the law of his country or to the internal rules governing its functioning.

RODENT may be dissolved by a decision of the GA of RODENT to take effect after a period of six months, so that any ongoing activity has been duly completed, in order to avoid any disadvantage to the members of RODENT.

RODENT members of any type are free to leave RODENT, after six months' notice and provided that any ongoing activity has been duly completed, in order to avoid any disadvantage to RODENT members.

In very exceptional cases of violation of the provisions of the RODENT Memorandum of Understanding, the GA of RODENT may decide to terminate the membership of a member of RODENT, regardless of its type, which will take effect after giving six months' notice to the member concerned.

11. PERSONAL DATA PROTECTION AND CONFIDENTIALITY

Personal data, as defined in Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, will always be treated as Confidential Information, and will be protected with an adequate level of security and confidentiality, subject to any applicable legal, regulatory or contractual requirements.

All RODENT Members agree to comply with the EU Regulation 2016/679 (GDPR), as well as applicable national laws.

As the processing of personal data of individuals is necessary for the performance of this Agreement, all Members agree to enter into data processing agreements, which shall be attached to this MoU to constitute the entire Agreement and reflect the rights and obligations of each Party in this regard.

Unless otherwise agreed to in writing, the Parties hereto agree to keep all confidential information in this MoU and all related activities and documents strictly confidential unless the disclosure of such information by either Party is required under the law or order by any court of law, in which such Party (the Receiving Party) shall first inform the other Party (the Disclosing Party) before making such disclosure of the same. In respect of certain information that either Party may reveal to another Party, another Party hereby agrees to keep such information confidential. The confidential obligation under this clause shall remain in force 3 years after the termination of this MoU.

12. INTELLECTUAL PROPERTY

All trademarks, service marks, logos or other words or symbols identifying each Party`s respective products and services and all goodwill arising therefrom (hereinafter referred to as “Marks”) and all other proprietary and intellectual property rights, including but not limited to patents, know-how, inventions, copyrights are and will remain, unless otherwise stipulated in a specific contract, the exclusive property of the owner thereof. Neither Party acquires under this MoU any license or other right or interest in the patents, copyrights, trade secrets, service marks, trademarks or other proprietary and/ or intellectual property rights of the other Party nor will it take any action that jeopardizes such rights. Any use by a Party of the other Party`s Marks will require the prior written approval of such other Party and must be in compliance with any instruction and guidelines respecting the Marks made available by such other Party.

13. APPLICABLE LAW AND SETTLEMENT OF DISPUTES

This MoU is governed by the laws of Belgium, excluding its conflict of law provisions.

All disputes arising out of or in connection with this MoU, which cannot be solved amicably, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with the said Rules. The place of arbitration shall be Brussels if not otherwise agreed by the conflicting Parties and the language of the arbitration proceeding shall be English. The award of the arbitration will be final and binding upon the Parties.

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