All rights defined by Article 2(viii) of the Convention Establishing the World Intellectual Property Organisation signed at Stockholm on 14 July 1967 (see Technical Appendix 1.A.), excluding trademarks, service marks and commercial names and designations.1.12. NON-PROFIT INSTITUTIONS: Any legal entity, either public or private, established or organised for purposes other than profit-making, which does not itself commercially exploit FOREGROUND.1.13. PARTICIPANT: Australia, Canada, the European Union and Norway, Japan, Korea, Switzerland, the United States and any other country or geographic region whose participation in the IMS SCHEME may be approved in the manner determined by the PARTICIPANTS.1.14. PARTNER: Any legal or natural person participating as a contracting party to the COOPERATION AGREEMENT for a given PROJECT.1.15. PROJECT: Any research and development project carried out by a CONSORTIUM within the IMS SCHEME.1.16. SUMMARY INFORMATION: A description of the objectives, status and results of a PROJECT which does not disclose CONFIDENTIAL INFORMATION.Article 2Mandatory provisionsEach COOPERATION AGREEMENT must contain substantive terms and conditions that are fully consistent with each of the provisions 2.1 through 2.13 in this Article and the definitions used in each COOPERATION AGREEMENT shall be those specified in Article 1 of this document.Where a PROJECT or a potential PARTNER or its AFFILIATES is subject to government requirements, whether by law or agreement, and such requirements will affect rights or obligations pursuant to the COOPERATION AGREEMENT, the potential PARTNER shall disclose to the other PARTNERS all such requirements of which it is aware prior to signing the COOPERATION AGREEMENT. PARTNERS must ensure that ownership, use, disclosure and licensing of FOREGROUND will comply with these mandatory provisions if the PROJECT is subject to government requirements.PARTNERS will, at the outset of a PROJECT, promptly notify one another of their AFFILIATES which will be involved in the performance of the PROJECT, and will notify one another of any changes in the AFFILIATES so involved during the life of the PROJECT. At the time of entering into a COOPERATION AGREEMENT, and immediately after new legal entities have come to meet the AFFILIATE definition, PARTNERS may exclude AFFILIATES from the rights and obligations set forth in these provisions in accordance with the terms of the COOPERATION AGREEMENT.Written Agreement2.1. PARTNERS shall enter into a written COOPERATION AGREEMENT that governs their participation in a PROJECT consistent with this document.Ownership2.2. FOREGROUND shall be owned solely by the PARTNER or jointly by the PARTNERS creating it.2.3. A PARTNER which is the sole owner of FOREGROUND may disclose and non-exclusively license that FOREGROUND to third parties without ACCOUNTING to any other PARTNER.2.4. A PARTNER which is a joint owner of FOREGROUND may disclose and non-exclusively license that FOREGROUND to third parties without the consent of and without ACCOUNTING to any other PARTNER, unless otherwise agreed in the COOPERATION AGREEMENT.2.5. A PARTNER may assign its sole and/or joint ownership interests in its BACKGROUND, BACKGROUND RIGHTS and FOREGROUND to third parties without the consent of and without ACCOUNTING to any other PARTNER.PARTNERS who assign any of their rights to BACKGROUND RIGHTS or FOREGROUND must make each assignment subject to the COOPERATION AGREEMENT and must require each assignee to agree in writing to be bound to the assignor's obligations under the COOPERATION AGREEMENT in respect of the assigned rights.Dissemination of information2.6. SUMMARY INFORMATION shall be available to all PARTNERS in other PROJECTS and to the committees formed under the IMS SCHEME.2.7. The CONSORTIUM will make available at the end of the PROJECT a public report setting out SUMMARY INFORMATION about the PROJECT.License rightsForeground2.8. Each PARTNER and its AFFILIATES may use FOREGROUND, royalty-free, for research and development and for commercial exploitation. Commercial exploitation includes the rights to use, make, have made, sell and import.However, in exceptional circumstances,- PARTNERS may agree in their COOPERATION AGREEMENT to pay a royalty to PARTNERS which are NON-PROFIT INSTITUTIONS for commercial exploitation of FOREGROUND which is solely owned by such NON-PROFIT INSTITUTIONS; and- PARTNERS may agree in their COOPERATION AGREEMENT to pay a royalty to PARTNERS which are
IMS International Steering CommitteeThe IMS International Steering Committee will oversee the IMS scheme. Members must be eminent representatives of the participants' industrial, academic, or governmental/public administration sectors who are knowledgeable in manufacturing issues. Members must be willing and able to devote the necessary time and effort involved in guiding the IMS scheme.6.1.2. Composition. Two members and one observer from each participant will normally comprise a participant's delegation.Selection of delegation members is at the discretion of each participant, in accordance with the appropriate laws and provisions of their respective participant governments/public administrations. Designation of alternate delegation members is recommended, but not mandatory.Each delegation will have a head of delegation who will serve as the chief spokesperson for the delegation. Selection of the head of delegation is at the discretion of each participant, in accordance with the appropriate laws and provisions of their respective participant governments/public administrations.Each participant's delegation to the meetings of the IMS International Steering Committee may be accompanied by two representatives from its designated Regional Secretariat. Additional attendance is at the discretion of the chair of the IMS International Steering Committee.6.1.3. Consensus. The IMS International Steering Committee will reach decisions by consensus of its members.6.1.4. Chair. The chair of the IMS International Steering Committee will rotate among the participants and will be decided by the IMS International Steering Committee. The term of each chair will last for 30 months. During the term when a participant chairs, that participant also is responsible for organising the Inter-Regional Secretariat. The participant which is to take the following term will serve as vice chair.6.1.5. Responsibilities. The IMS International Steering Committee will determine policies and strategies for undertaking, and for the evolution of, the IMS scheme, including the matter of new participants. It will also:- provide overall guidance, set strategic priorities, review, amend, and update Technical Appendices 3, 4, 5, 7, and 8 and additional Technical Appendices within the scope of these terms of reference, and oversee the implementation of IMS,- oversee the Inter-Regional Secretariat and approve its budget,- provide international promotion for IMS and for manufacturing as a generic discipline,- endorse projects as provided in Section 10,- set performance metrics of the scheme and provide a regular report in respect of same,- ensure activities undertaken under this scheme are done in a manner consistent with the purpose, principles and structure agreed upon by the participants,- foster communication among the International IMS Steering Committee, the Inter-Regional Secretariats, and the project consortium members,- sponsor and approve new IMS documents, and- form interim task forces or committees (e.g., for technical or legal issues), if necessary, to accomplish its work.6.2. Inter-Regional SecretariatThe participant that chairs the International Steering Committee will be responsible for organising and managing the Inter-Regional Secretariat. The Inter-Regional Secretariat's primary role is to execute the policies and actions as decided by the IMS International Steering Committee. The responsibilities of the IMS Inter-Regional Secretariat are listed in Technical Appendix 4.6.3. Regional SecretariatsThe governments/public administrations and public organisations of the participants will organise and manage their respective Regional Secretariats in a manner they see fit. The responsibilities of the IMS Regional Secretariat are listed in Technical Appendix 5.7. TRANSITION TO AND COMMENCEMENT OF THE IMS SCHEME7.1. TransitionIt is the intention of the participants that IMS projects endorsed under the original scheme should be considered to be continued to be endorsed by the current ISC and its successor upon commencement of the new IMS scheme. Other IMS activities, including processing of applications to become a participant, shall continue without interruption.7.2. CommencementThe IMS scheme will commence upon:- the ratification of the Terms of Reference for the IMS Scheme by at least three (3) participants. participants under the pre-existing IMS Scheme become new participants under this scheme when they ratify these Terms of Reference;- the appointment of the members to the IMS International Steering Committee; and,- the designation of the Regional Secretariats.8. DURATION OF THE IMS SCHEMEparticipants will review the scheme every five years to determine whether it should be continued, modified or terminated. A participant may withdraw at any time subject to 12 months' notice to other participants.9. ADMISSION OF NEW PARTICIPANTSThe IMS International Steering Committee can admit new participants. The procedures for admission of new participants are set forth in Technical Appendix 6.10. FORMATION AND EVALUATION OF PROJECT CONSORTIA AND OTHER COLLABORATIVE INSTRUMENTSThe IMS International Steering Committee shall have the authority to set the procedures for: (i) project consortia and formation, evaluation and review; these procedures themes in Appendix 3 as may be amended from time to time by the IMS International Steering Committee- Scientific and technical merit- Adoption, commercialisation and exploitation potential- The IMS International Steering Committee shall assess compliance with the IPR provisions in Technical Appendix 1- Value-added.2. Consortium SELECTION Criteria- Inter-Regional DISTRIBUTION OF PARTNERS. Consortium partners must be from at least three participants. Partners from applicant Regions may participate in consortia on a case-by-case basis.- Balanced Contributions and Benefits. The consortium partners will show how the contributions to, and the benefits from, participation are equitable and balanced. To this end, partners' contributions to the project should be identified by scale and scope.- Inter-regional leadership. The inter-regional consortium must appoint an international coordinating partner for the consortium to carry out the duties described in Section B above.- Dissemination of results. The consortium must commit to and submit a plan to disseminate project results, including the lessons learned in forming and managing IMS consortium, and non-proprietary technical results permitted by the IPR provisions.3. Project endorsementThe project endorsement process consists of three stages. The IMS International Steering Committee and Inter-Regional Secretariat will endeavour to move the entire endorsement process expeditiously.- Project abstract evaluation. The consortium must submit an abstract of the planned research. This abstract shall be submitted to the Regional Secretariats for initial regional reviews. Each delegation will make a recommendation to the International IMS Steering Committee. Proposers of unapproved projects will be given feedback as to why they did not receive support.- Full proposal evaluation. The consortium must submit a final proposal using a standardised format for detailed evaluation by all regions. The final proposal shall include the formal commitment of each partner to the principles, the structure and the IPR provisions of the IMS scheme, and will include a signed consortium cooperation agreement.- Final endorsement. Final endorsement will be made by the IMS International Steering Committee based on the regional recommendations and the submitted proposals.F. Project reviewThe IMS International Steering Committee, through the Inter-Regional Secretariat, will monitor and review progress regularly. To facilitate this, each consortium will submit an annual summary report, in a standardised format, to the IMS International Steering Committee.Any region may review progress of partner(s) from its region at any time as it sees fit.Technical Appendix 8Role of IMS vis-à-vis small and medium-sized enterprises (SMEs), universities and government research institutesAll regions should consider activities such as:A. Clear and well documented advice on IPR issues.B. A "road map" of existing constraints in law or custom in the participants' territories, and their practical implications.C. Help desks for answering simple queries.D. An electronic partner search facility specifically oriented to SMEs.E. An electronic register of "expressions of interest" by SMEs, which are looking for opportunities to join existing or emerging project clusters.F. An ongoing "case-book" of IMS experiences with donations from project teams.G. Dissemination events specifically geared to various SME sectors.The list is not exhaustive, and research should continue alongside the evolving scheme, to monitor the participation of SMEs, and to identify further needs.The items listed above also are useful for encouraging the participating of universities and government research institutes. Harnessing the educational role of universities in dissemination of results of research through to the next generation of practitioners is necessary.B. Carta da AustráliaExcelência,Tenho a honra de me referir à carta de Vossa Excelência de ..., do seguinte teor:"Reporto-me ao Acordo relativo a actividades de investigação e desenvolvimento no domínio dos sistemas inteligentes de fabrico (IMS) concluído em 1997 e 2001, respectivamente, entre a Comunidade Europeia e a Austrália, o Canadá, os Estados membros da EFTA Noruega e Suíça, a Coreia, o Japão e os Estados Unidos da América.O objectivo da presente carta é estabelecer o entendimento comum obtido sobre a renovação e alteração do referido Acordo de cooperação, tal como exposto nas especificações técnicas apensas à presente carta.As regiões participantes trabalharão em cooperação no sentido de impulsionar a competitividade industrial, resolver problemas que se colocam a nível mundial no domínio do fabrico e royalty to PARTNERS which are NON-PROFIT INSTITUTIONS for commercial exploitation of FOREGROUND which is solely owned by such NON-PROFIT INSTITUTIONS; and- PARTNERS may agree in their COOPERATION AGREEMENT to pay a royalty to PARTNERS which are NON-PROFIT INSTITUTIONS for commercial exploitation of FOREGROUND which is jointly owned with such NON-PROFIT INSTITUTIONS, provided such royalties are both small and consistent with the principle that contributions and benefits in the IMS SCHEME must be balanced and equitable.2.9. A non-owning PARTNER and its AFFILIATES may not disclose or sub-license FOREGROUND to third parties except that each PARTNER or its AFFILIATES may, in the normal course of business:- disclose FOREGROUND in confidence solely for the purposes of manufacturing, having manufactured, importing or selling products,- sub-license any software forming part of FOREGROUND in object code, or- engage itself in the rightful provision of products or services that inherently disclose the FOREGROUND.Background2.10. A PARTNER in a PROJECT may, but is not obligated to, supply or license its BACKGROUND to other PARTNERS.2.11. PARTNERS and their AFFILIATES may use another PARTNER'S or its AFFILIATES' BACKGROUND RIGHTS solely for research and development in the PROJECT without additional consideration, including, but not limited to, financial consideration.2.12. PARTNERS and their AFFILIATES must grant to other PARTNERS and their AFFILIATES a license of BACKGROUND RIGHTS on normal commercial conditions when such license is necessary for the commercial exploitation of FOREGROUND unless:- the owning PARTNER or its AFFILIATE is by reason of law or by contractual obligation existing before signature of the COOPERATION AGREEMENT unable to grant such licenses and such BACKGROUND RIGHTS are specifically identified in the COOPERATION AGREEMENT; or- the PARTNERS agree, in exceptional cases, on the exclusion of BACKGROUND RIGHTS specifically identified in the COOPERATION AGREEMENT.Survival of rights2.13. The COOPERATION AGREEMENT shall specify that the rights and obligations of PARTNERS and AFFILIATES concerning FOREGROUND, BACKGROUND and BACKGROUND RIGHTS shall survive the natural expiration of the term of the COOPERATION AGREEMENT.Article 3Provisions that need to be addressed in the Cooperation AgreementPARTNERS shall address each of the following items in their COOPERATION AGREEMENT:Publication of results3.1. PARTNERS shall address the issue of the consent required, if any, from the other PARTNERS for publication of the results from the PROJECT other than SUMMARY INFORMATION.3.2. PARTNERS shall address the issue of whether PARTNERS which are NON-PROFIT INSTITUTIONS may, for academic purposes, publish FOREGROUND which they solely own, provided that adequate procedures for protecting FOREGROUND are taken in accordance with Articles 3.3 and 3.4.Protection of foreground3.3. PARTNERS shall identify the steps they will take to seek legal protection of FOREGROUND by means of INTELLECTUAL PROPERTY RIGHTS and upon making an invention shall notify other PARTNERS in the same PROJECT in a timely manner of the protection sought and provide a summary description of the invention.3.4. PARTNERS shall address the issue of prompt notification of all other PARTNERS in the same PROJECT and, upon request and on mutually agreed conditions, disclosure of the invention and reasonably cooperate in such protection being undertaken by another PARTNER in the same PROJECT in the event and to the extent that a PARTNER or PARTNERS which own FOREGROUND do not intend to seek such protection.Confidential information3.5. PARTNERS shall identify the measures they will take to ensure that any PARTNER which has received CONFIDENTIAL INFORMATION only uses or discloses this CONFIDENTIAL INFORMATION by itself or its AFFILIATES as far as permitted under the conditions under which it was supplied.Dispute settlement and applicable laws3.6. PARTNERS shall agree in their COOPERATION AGREEMENT on the manner in which disputes will be settled.3.7. PARTNERS shall agree in their COOPERATION AGREEMENT on the law which will govern the COOPERATION AGREEMENTArticle 4Optional provisionsPARTNERS may, but are not required to address each of the following provisions in their COOPERATION AGREEMENT:- AFFILIATE PROVISIONS,- ANTITRUST/COMPETITION LAW ISSUES,- CANCELLATION AND TERMINATION,- EMPLOYER/EMPLOYEE RELATIONSHIPS,- EXPORT CONTROLS AND for employees the following themes can be identified.- Clean manufacturing processes that can minimise effects on environment. Process emission minimised systems. Process disposal minimised systems.- Factory (process) life-cycle pre-assessed systems.Minimum consumption of energy. Energy efficient processes that can meet manufacturing requirements with minimum consumption of energy. Integrated cycled process for less energy consumption.- Modules of energy conservation type. Production management technology of energy conservation type.- Technology innovation in manufacturing processes. Methods that can quickly produce different products through "Rapid Prototyping Methods". Manufacturing processes that can flexibly respond to changes in labour conditions, changes of products or materials.- Improvement in the flexibility and autonomy of processing modules that compose manufacturing systems. Open distributed systems and their modules that can match both unmanned, man-machine mixed and labour intensive systems, and can metamorphologically architect system components in correspondence with changes of products.- Improvement in interaction or harmony among various components and functions of manufacturing. Open infrastructure for manufacturing. Inter-connected information systems such as "remote ID" among respective modules.3. Strategy/planning/design toolsManufacturing takes place in a global economy. How and where raw materials are transformed is a strategic decision. The decision is complicated in terms of what to make and where to make or buy it, in what is becoming a single global economy.Many of today's manufacturing organisations are designed using vertical and hierarchical structures. The move towards hierarchical structures is and will continue to require major changes in organisations, systems and work practices. We need methodologies and tools to help us to define appropriate manufacturing strategies and to design appropriate organisations and business/work processes.Methods and tools to support business process re-engineering. Modelling tools to support the analyses and development of manufacturing strategies.Design support tools to support planning in an extended enterprise or virtual enterprise environment.4. Human/organisation/social issues- Promotion and development projects for improved image of manufacturing. Manufacturing engineers tend to be at the bottom of the pay scale relevant to other engineers, and the profession as a whole has a lower stature. Therefore ITC considers as projects globally recognised, strong professional societies and educational institutions for the promotion of manufacturing as a discipline. These proposals include the creation of international organisations to promote manufacturing.- Improved capability of manufacturing workforce/education, training. Engineering education has often tended to emphasise theory over process. In addition, basic education has not always met the needs of industry, producing graduates with often-inadequate skills. This has led to industries that are poor at turning innovation into successful products. This necessitates a change in priorities and closer ties between industry and educational institutions. As well, changes in system organisation means that training within companies is a continuous process which seeks to update the skills and increase the potential of employees — the crucial elements in any system.- Autonomous offshore plants (integration of supplementary business functions in subsidiaries). Offshore plants were originally meant to increase market share and decrease production costs: development of the transplant labour forces were a secondary consideration. However, giving more autonomy to these plants enables them to react more flexibly to changing conditions in the areas where they are based, and is consistent with organisational ideas of decentralisation, empowerment and hierarchy flattening. It also serves to contribute to domestic development in the countries where the plants are located and further the IMS goal of spreading widely basic manufacturing knowledge.- Corporate technical memory — keeping, developing, accessing. Often in a manufacturing enterprise knowledge and sources of information are isolated or locked. "Organisational learning" is a strategy for translating such knowledge into a framework or a model that leads to better decision-making and could be an important theme within IMS.- Appropriate performance measures for new paradigms. New paradigms of manufacturing must offer superiority in performance from the points of view of costs, quality, delivery and flexibility. The first three are familiar performance criteria used for mass production, while flexibility is a key attribute of new paradigm manufacturing. To increase the acceptance of new paradigms performance evaluation methods should be developed.5. Virtual/extended enterprise issuesThe extended enterprise is an expression of the market-driven requirement to embrace external resources in the enterprise without owning them. Core business focus is the route to excellence but product/service delivery requires the amalgam of multiple world-class capabilities. Changing markets require a fluctuating mix of resources. The extended enterprises which can be likened to the ultimate customisable, reconfigurable, manufacturing resource is the goal. The operation of the extended enterprise requires take up of communications and database technologies that are near to the current state of the art. However, the main challenge is organisational rather than technological.Research and development opportunities in this area are:- methodologies to determine and support information processes and logistics across the value chain in the extended enterprise,- architecture (business, functional and technical) to support engineering cooperation across the value chain, e.g., concurrent engineering across the extended enterprise,- methods and approaches to assign cost/liability/risk and reward to elements of the extended enterprise,- team working across individual units within the extended enterprise.Technical