Council Regulation (EC) No 74/2008 of 20 December 2007 on the establishment of the ARTEMIS Joint Undertaking to implement a Joint Technology Initiative in Embedded Computing Systems
Date: 2007-12-20
Institutions: Council of the European Union
Subjects: EU programme, computer system, information technology, innovation, intelligent transport system, joint venture, legal status, research programme

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COUNCIL REGULATION (EC) No 74/2008

of 20 December 2007

on the establishment of the ‘ARTEMIS Joint Undertaking’ to implement a Joint Technology Initiative
in Embedded Computing Systems

THE COUNCIL OF THE EUROPEAN UNION,

Having regard to the Treaty establishing the European Commu-
nity, and in particular Articles 171 and 172 thereof,

Having regard to the proposal from the Commission,

Having regard to the opinion of the European Parliament,

Having regard to the opinion of the European Economic and
Social Committee (1),

Whereas:

(1) Decision No 1982/2006/EC of the European Parliament
and of the Council of 18 December 2006 concerning the
Seventh Framework Programme of the European Commu-
nity for research, technological development and demon-
stration activities (2007-2013) (2) (hereinafter referred to as
for a
the Seventh Framework Programme), provides
long
Community contribution for the establishment of
term public private partnerships in the form of
Joint
Technology Initiatives (JTIs) which could be implemented
through Joint Undertakings within the meaning of
Article 171 of the Treaty. These JTIs stem from the work
of European Technology Platforms, already set up under the
Sixth Framework Programme, and cover selected aspects of
research in their field. They should combine private-sector
investment and European public funding, including funding
from the Seventh Framework Programme.

(2) Council Decision 2006/971/EC of 19 December 2006
imple-
concerning the specific programme ‘Cooperation’
menting the Seventh Framework Programme of
the
European Community for research, technological develop-
ment and demonstration activities (2007-2013) (3) (here-
inafter referred as the Specific Programme Cooperation),
underlines the need for ambitious pan-European public
private partnerships to speed up the development of major
technologies by large research actions at Community level
including, in particular, JTIs.

(3)

The Lisbon Growth and Jobs Agenda underscores the need
to develop favourable conditions for investment in knowl-
edge and innovation in the Community to boost competi-
tiveness, growth and jobs.

(1) Opinion of 24 October 2007 (not yet published in the Official

Journal).

(2) OJ L 412, 30.12.2006, p. 1.
(3) OJ L 400, 30.12.2006, p. 86. Corrected by OJ L 54, 22.2.2007,

p. 30.

(4)

(5)

(6)

(7)

In its conclusions of 25-26 November 2004, the Council
encouraged the Commission to further elaborate the
concepts of Technology Platforms and JTIs. It underlined
that such initiatives could contribute to coordinating overall
Community research efforts with a view to achieving
synergies with the activities of existing schemes such as
EUREKA and COST taking into account their important
contribution to research and development (R & D).

European companies and other research and development
organisations active in the field of Embedded Computing
Systems
took the lead in establishing the European
Technology Platform on Embedded Computing Systems
(hereinafter referred as the ARTEMIS Technology Platform)
under the Sixth Framework Programme. The ARTEMIS
Technology Platform developed a Strategic Research
Agenda based on an extensive consultation with public
and private stakeholders. The Strategic Research Agenda
in the Embedded Computing
identified the priorities
Systems domain and recommended directions for a JTI in
this field.

The JTI on Embedded Computing Systems responds to the
Commission Communications of 6 April 2005 on
‘Building the ERA of knowledge for growth’ and of 20 July
2005 on ‘Common Actions for Growth and Employment:
The Community Lisbon Programme’, which call for a new
and more ambitious approach to large-scale public-private
partnerships in fields of major
for European
competitiveness identified through dialogue with industry.

interest

The JTI on Embedded Computing Systems responds to the
need for support for pervasive Information and Commu-
nication Technologies as identified in the Report ‘Creating
an Innovative Europe’ of January 2006 (4). This report also
commends the ARTEMIS Joint Technology Platform model
for combining national and Community funding within a
clear legal structure and in a harmonised and synchronous
manner.

(8)

The JTI on Embedded Computing Systems should create a
sustainable public-private partnership and increase and
leverage private and public investment in the sector of
embedded systems in Europe, which for the purpose of this
Regulation should be deemed to include the Member States

(4) http://ec.europa.eu/invest-in-research/action/2006_ahogroup_en.

htm

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of the European Union (hereinafter referred to as Member
States) and Countries associated to the Seventh Framework
Programme (hereinafter referred to as Associated Coun-
tries). The JTI on Embedded Computing Systems should
also achieve effective coordination and synergy of resources
industry,
and funding from the Framework Programme,
national R & D programmes and intergovernmental
R & D schemes (EUREKA), thus contributing to strength-
ening Europe's future growth, competitiveness and sustain-
able development. Finally, its objective should be to foster
collaboration between all stakeholders such as industry
including small and medium-sized enterprises (SMEs),
national authorities, academic and research centres pulling
together and focusing the research effort.

the recommendation of the Council, taking however into
account the specificities resulting from the nature of JTIs as
public-private partnerships and in particular from the
private sector contribution to the budget.

(13) The objectives of the ARTEMIS Joint Undertaking should be
pursued by pooling resources from the public and private
sectors to support R & D Activities in the form of projects.
To that end, the ARTEMIS Joint Undertaking should be able
to organise competitive calls for proposals for projects to
implement parts of the Research Agenda. The R & D
Activities should respect
fundamental ethical principles
applicable in the Seventh Framework Programme.

(9)

The JTI on Embedded Computing Systems should define a
commonly agreed research agenda (hereinafter referred to
as the Research Agenda) closely following the recommen-
dations of the Strategic Research Agenda developed by the
ARTEMIS Technology Platform. This Research Agenda
should identify and regularly review research priorities for
the development and adoption of key technologies for
embedded computing systems across different application
areas in order to strengthen European competitiveness and
allow the
and societal
emergence of new markets
applications.

(10) The JTI on Embedded Computing Systems should address
the design, development and deployment of ubiquitous,
interoperable and cost-effective, powerful, safe and secure
electronic and software systems. It should deliver reference
designs and architectures that offer common architectural
approaches for given ranges of applications, middleware
that allows seamless connectivity and interoperability and
integrated system design methods and tools for rapid
development and prototyping.

(11) The ambition and scope of the stated objectives of the JTI
on Embedded Computing Systems, the scale of the financial
and technical resources that need to be mobilised, and the
need to achieve effective coordination and synergy of
resources and funding, call for action to be taken by the
it is necessary to set up a Joint
Community. Therefore,
Undertaking (hereinafter referred to as the ARTEMIS Joint
Undertaking) under Article 171 of the Treaty as a legal
entity responsible for the implementation of the JTI on
Embedded Computing Systems. To ensure the appropriate
management of R&D activities initiated under the Seventh
Framework Programme (2007-2013), the ARTEMIS Joint
Undertaking should be set up for a period up to
31 December 2017.

(12) The ARTEMIS Joint Undertaking should be a body set up
by the Community and discharge for the implementation of
its budget should be given by the European Parliament, on

(14) Founding members of

Ireland, Greece, Spain, France,

the ARTEMIS Joint Undertaking
should be the Community, Belgium, Denmark, Germany,
Estonia,
Italy, Hungary,
the Netherlands, Austria, Portugal, Romania, Slovenia,
Finland, Sweden, the United Kingdom and ARTEMISIA,
an
other
R & D organisations active in the field of Embedded Com-
puting Systems in Europe. The ARTEMIS Joint Undertaking
should be open to new members.

representing

association

companies

and

(15) The rules for

the organisation and operation of

the
ARTEMIS Joint Undertaking should be laid down in the
Statutes of the ARTEMIS Joint Undertaking as part of this
Regulation.

(16) A letter of commitment to contribute to the establishment
and implementation of the ARTEMIS Joint Undertaking has
been signed by ARTEMISIA.

(17) The projects should be supported both by the Community's
and ARTEMIS Member States' financial contributions as
well as by contributions in kind from the research and
development organisations participating in the projects of
the ARTEMIS Joint Undertaking.

Further financing options may be available, inter alia, from
the European Investment Bank (EIB), in particular through
the Risk-Sharing Finance Facility developed jointly with the
EIB and the Commission pursuant to Annex III of Decision
2006/971/EC.

(18) Public funding for the R & D Activities following open and
competitive calls for proposals published by the ARTEMIS
Joint Undertaking should consist of national
financial
contributions from the ARTEMIS Member States and a
financial contribution from the ARTEMIS Joint Under-
taking. The financial contribution of the ARTEMIS Joint
Undertaking should be provided at a percentage of the R &
D costs incurred by participants in projects. This percentage
should be equal for all participants in projects in any given
call for proposals.

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(19) Over the duration of the ARTEMIS Joint Undertaking the
R & D organisations participating in projects should pro-
vide resources that equal or exceed the total public funding
for the R & D Activities.

(20) Since there is a need to ensure stable employment
conditions and equal treatment of staff, and in order to
attract specialised scientific and technical staff of the highest
calibre, the Staff Regulations of Officials and the Conditions
of Employment of Other Servants of
the European
laid down in Regulation (EEC, Euratom,
Communities,
ECSC) No 259/68 of the Council (1) should apply to all staff
recruited by the ARTEMIS Joint Undertaking.

(24) Appropriate measures should be taken to prevent irregula-
rities and fraud and the necessary steps should be taken to
recover funds lost, wrongly paid or incorrectly used in
accordance with Council Regulation (EC, Euratom)
No 2988/95 of 18 December 1995 on the protection of
the European Communities financial interests (4), Council
Regulation (Euratom, EC) No 2185/96 of 11 November
1996 concerning on-the-spot checks and inspections
carried out by the Commission in order to protect the
European Communities' financial
interests against fraud
and other irregularities (5), and Regulation (EC) No 1073/
1999 of the European Parliament and of the Council of
25 May 1999 concerning investigations concluded by the
European Anti-Fraud Office (6).

(25) The Intellectual Property Rights policy of the ARTEMIS
Joint Undertaking should promote knowledge creation and
exploitation.

(21) As a body endowed with legal personality, the ARTEMIS
Joint Undertaking should be accountable for its actions.
Where relevant, the Court of Justice should be competent
to resolve any disputes arising from the activities of the
ARTEMIS Joint Undertaking.

(26)

In order to facilitate its setting up, the Commission should
be responsible for the establishment and initial operation of
the ARTEMIS Joint Undertaking until it has the operational
capacity to implement its own budget.

(22) The Commission should regularly report on the progress
achieved by the ARTEMIS Joint Undertaking to the
European Parliament and the Council.

(23) The ARTEMIS Joint Undertaking should adopt, in accor-
dance with Council Regulation (EC, Euratom) No 1605/
2002 of 25 June 2002 on the Financial Regulation
applicable to the general budget of the European Commu-
nities (2) (hereinafter referred to as the Financial Regulation)
and subject to prior consent from the Commission, specific
financial rules which take into account its specific operating
in particular, from the need to combine
needs arising,
Community and national
funding to support R & D
Activities in an efficient and timely manner. In order to
ensure a harmonised treatment between the participants of
the ARTEMIS Joint Undertaking research activities and
those of the indirect actions of the Seventh Framework
Programme, it is appropriate that value added tax should
not be an eligible cost for Community funding, in line with
Regulation (EC) No 1906/2006 of the European Parliament
and of the Council of 18 December 2006 laying down the
rules for the participation of undertakings, research centres
and universities in actions under the Seventh Framework
Programme and for the dissemination of research results
(2007-2013) (3).

(1) OJ L 56, 4.3.1968, p. 1. Regulation as last amended by Regulation

(EC, Euratom) No 337/2007 (OJ L 90, 30.3.2007, p. 1).

(2) OJ L 248, 16.9.2002, p. 1. Regulation as last amended by Regulation
(EC, Euratom) No 1995/2006 (OJ L 390, 30.12.2006, p. 1).

(3) OJ L 391, 30.12.2006, p. 1.

the great

(27) Since the objective of this Regulation, namely the establish-
the ARTEMIS Joint Undertaking, cannot be
ment of
sufficiently achieved by the Member States due to the
trans-national nature of
research challenges
identified, which requires the pooling of complementary
knowledge and financial resources across the sectors and
borders and can therefore be better achieved at Community
level, the Community may adopt measures, in accordance
with the principle of subsidiarity as set out in Article 5 of
the Treaty. In accordance with the principle of proportion-
ality, as set out in that Article, this Regulation does not go
beyond what is necessary in order to achieve this objective,

HAS ADOPTED THIS REGULATION:

Article 1

Establishment of a Joint Undertaking

1.
For the implementation of the Joint Technology Initiative
(JTI) on Embedded Computing Systems, a Joint Undertaking
within the meaning of Article 171 of the Treaty, hereinafter
referred to as the ‘ARTEMIS Joint Undertaking’, is hereby set up
for a period up to 31 December 2017.

(4) OJ L 312, 23.12.1995, p. 1.
(5) OJ L 292, 15.11.1996, p. 2.
(6) OJ L 136, 31.5.1999, p. 1.

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2. The seat of the ARTEMIS Joint Undertaking shall be located
in Brussels, Belgium.

Article 5

Community contribution

Article 2

Objectives

The ARTEMIS Joint Undertaking shall contribute to the
implementation of the Seventh Framework Programme and the
Theme ‘Information and Communication Technologies’ of the
Specific Programme ‘Cooperation’. It shall in particular:

(a)

(b)

(c)

(d)

for

the
define and implement a ‘Research Agenda’
development of key technologies for Embedded Computing
Systems across different application areas in order to
strengthen European competitiveness and sustainability,
and allow the emergence of new markets and societal
the
applications. Activities for
Research Agenda are hereinafter referred to as ‘R & D
Activities’;

the implementation of

support the implementation of the R & D Activities notably
by awarding funding to participants in selected projects
following competitive calls for proposals;

promote a public-private partnership aimed at mobilising
and pooling Community, national and private efforts,
increasing overall R & D investments in the field of
Embedded Computing Systems, and fostering collaboration
between the public and private sectors;

achieve synergy and coordination of European R & D
efforts into the field of Embedded Computing Systems
including, when added value can be created, the progressive
integration in the ARTEMIS Joint Undertaking of the related
activities in this field currently implemented through
intergovernmental R & D schemes (Eureka);

1. The maximum Community contribution to the ARTEMIS
Joint Undertaking covering running costs and R & D Activities
shall be EUR 420 million paid from the appropriations in the
general budget of the European Union allocated to the Theme
‘Information and Communication Technologies’ of the Specific
Programme ‘Cooperation’, according to the provisions of
Article 54(2)(b) of the Financial Regulation.

2. The arrangements for the Community financial contribution
shall be established by means of a general agreement and annual
financial agreements to be concluded between the Commission,
on behalf of the Community, and the ARTEMIS Joint Under-
taking.

3. The Community contribution to the ARTEMIS Joint Under-
taking used to fund projects shall be allocated following open
and competitive calls for proposals.

Article 6

Financial rules

1. The ARTEMIS Joint Undertaking shall adopt
specific
financial rules in accordance with Article 185(1) of the Financial
Regulation. They may depart
from the rules laid down in
Commission Regulation (EC, Euratom) No 2343/2002 of
19 November 2002 on the framework Financial Regulation for
the bodies
the Financial
referred to in Article 185 of
Regulation (1) where the specific operating needs of
the
ARTEMIS Joint Undertaking so require and subject to prior
consent of the Commission.

(e)

promote the involvement of SMEs in its activities in line
with the objectives of the Seventh Framework Programme.

2. The ARTEMIS Joint Undertaking shall have its own internal
audit capability.

Article 3

Legal status

Article 7

Staff

The ARTEMIS Joint Undertaking shall be a Community body and
shall have legal personality. In each of the Member States of the
European Community, it shall enjoy the most extensive legal
capacity accorded to legal persons under the laws of those States.
in particular, acquire or dispose of movable and
It may,
immovable property and may be a party to legal proceedings.

1. The Staff Regulations of Officials of the European Commu-
nities, the Conditions of Employment of Other Servants of the
European Communities and the rules adopted jointly by the
institutions of the European Communities for the purpose of
applying these Staff Regulations and Conditions of Employment
shall apply to the staff of the ARTEMIS Joint Undertaking and its
Executive Director.

Article 4

Statutes

The Statutes of the ARTEMIS Joint Undertaking, as set out in the
Annex hereto, constitute an integral part of this Regulation and
are hereby adopted.

2. Without prejudice to paragraph 3 of
this Article and
Article 7(2) of the Statutes, the ARTEMIS Joint Undertaking shall
exercise the powers conferred on the appointing authority by the
Staff Regulations of Officials of the European Communities and

(1) OJ L 357, 31.12.2002 p. 72.

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on the authority empowered to conclude contracts by the
Conditions of Employment of Other Servants of the European
Communities in respect of its staff.

in agreement with the
3. The Governing Board shall,
Commission, adopt
the necessary implementing measures
referred to in Article 110 of the Staff Regulations of Officials
of the European Communities, and the Conditions of Employ-
ment of Other Servants of the European Communities.

4. The staff resources shall be determined in the establishment
plan of the ARTEMIS Joint Undertaking that shall be set out in its
annual budget.

5. The staff of the ARTEMIS Joint Undertaking shall consist of
temporary agents and contract agents engaged for a fixed period
that may be renewed no more than once for a fixed period. The
total period of engagement shall not exceed seven years and shall
not in any case exceed the lifetime of the Joint Undertaking.

6. All cost related to the staff shall be borne by the ARTEMIS
Joint Undertaking.

7. The ARTEMIS Joint Undertaking may adopt provisions to
allow experts to be seconded to it.

Article 8

Article 10

Jurisdiction of the Court of Justice and applicable law

1. The Court of Justice shall have jurisdiction:

(a)

(b)

(c)

(d)

in any dispute between the members which relates to the
the Statutes
subject matter of
referred to in Article 4;

this Regulation and/or

pursuant to any arbitration clause contained in agreements
and contracts concluded by the ARTEMIS Joint Under-
taking;

in actions brought against the ARTEMIS Joint Undertaking,
including decisions of
its bodies, under the conditions
provided for in Articles 230 and 232 of the Treaty;

in disputes related to compensation for damage caused by
the staff of
the ARTEMIS Joint Undertaking in the
performance of their duties.

2.
For any matter not covered by this Regulation or by other
acts of Community law, the law of the State where the seat of the
ARTEMIS Joint Undertaking is located shall apply.

Privileges and immunities

Article 11

The Protocol on the Privileges and Immunities of the European
Communities shall apply to the ARTEMIS Joint Undertaking and
its staff.

Article 9

Liability

1. The contractual liability of the ARTEMIS Joint Undertaking
shall be governed by the relevant contractual provisions and by
the law applicable to the agreement or contract in question.

In the case of non-contractual liability, the ARTEMIS Joint
2.
Undertaking shall,
in accordance with the general principles
common to the laws of the Member States, make good any
damage caused by its staff in the performance of their duties.

3. Any payment by the ARTEMIS Joint Undertaking in respect
of the liability referred to in paragraphs 1 and 2 and the costs
and expenses
incurred in connection therewith shall be
considered as expenditure of the ARTEMIS Joint Undertaking
and shall be covered by the resources of the ARTEMIS Joint
Undertaking.

4. The ARTEMIS Joint Undertaking shall be solely responsible
for meeting its obligations.

Report, evaluation and discharge

1. The Commission shall present to the European Parliament
and the Council an annual report on the progress achieved by the
ARTEMIS Joint Undertaking. This report shall contain details of
implementation of the JTI on Embedded Computing Systems
including number of proposals submitted, number of proposals
selected for funding, type of participants, including SMEs, and
country statistics.

2. By 31 December 2010, as well as by 31 December 2013,
the Commission shall carry out an interim evaluation of the
ARTEMIS Joint Undertaking with the assistance of independent
experts, on the basis of terms of reference established after
consultation of the ARTEMIS Joint Undertaking. These evalua-
tions shall cover the quality and efficiency of the ARTEMIS Joint
Undertaking and progress towards the objectives set. The
Commission shall
thereof,
accompanied by its observations and, where appropriate,
proposals to amend this Regulation, including the possible early
termination of the Joint Undertaking, to the European Parliament
and the Council.

communicate

conclusions

the

3. No later than six months after the winding-up of the Joint
Undertaking, the Commission shall conduct a final evaluation of
the ARTEMIS Joint Undertaking with the
assistance of
independent experts. The results of the final evaluation shall be
presented to the European Parliament and the Council.

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4. Discharge for the implementation of the budget of the
ARTEMIS Joint Undertaking shall be given by the European
Parliament, upon recommendation of the Council, in accordance
with a procedure provided for by the financial rules of the
ARTEMIS Joint Undertaking referred to in Article 6.

Article 12

Protection of the financial interests of the members and
anti-fraud measures

1. The ARTEMIS Joint Undertaking shall ensure that
the
financial interests of its members are adequately protected by
carrying out or commissioning appropriate internal and external
controls.

2.
In case of irregularities, the members of the ARTEMIS Joint
Undertaking shall reserve the right to recover amounts unduly
spent, including by a reduction or a suspension of subsequent
contributions to the ARTEMIS Joint Undertaking.

For the purposes of combating fraud, corruption and other

3.
illegal acts, Regulation (EC) No 1073/1999 shall apply.

4. The ARTEMIS Joint Undertaking shall carry out on-the-spot
checks and financial audits among the recipients of the ARTEMIS
Joint Undertaking's public funding. These checks and audits shall
be performed either directly by the ARTEMIS Joint Undertaking
or by ARTEMIS Member States on its behalf. ARTEMIS Member
States may carry out any other checks and audits among the
recipients of their national funding as they deem necessary and
shall communicate the results to the ARTEMIS Joint Under-
taking.

5. The Commission and/or the Court of Auditors may, as
necessary, carry out on-the-spot checks among the recipients of
the ARTEMIS Joint Undertaking's funding and the agents
responsible for its allocation. To that end, the ARTEMIS Joint
Undertaking shall ensure that grant agreements and contracts
provide for the right of the Commission and/or the Court of
Auditors to carry out, the appropriate controls and, in the event
of
to impose dissuasive and
the detection of
proportionate penalties.

irregularities,

6. The European Anti-Fraud Office (OLAF) established by
Commission Decision 1999/352/EC, ECSC, Euratom (1) shall
enjoy the same powers in respect of
the ARTEMIS Joint
Undertaking and its staff as it enjoys in respect of Commission
departments. As soon as the ARTEMIS Joint Undertaking is
established, it shall accede to the Interinstitutional Agreement of
25 May 1999 between the European Parliament, the Council and
the Commission concerning internal investigations by OLAF (2).
The ARTEMIS Joint Undertaking shall adopt
the necessary
measures needed to facilitate internal investigations conducted
by OLAF.

Article 13

Confidentiality

Without prejudice to Article 14, the ARTEMIS Joint Undertaking
shall ensure the protection of sensitive information, whose

disclosure could damage the interests of its members or of
participants in projects.

Article 14

Transparency

1. Regulation (EC) No 1049/2001 of the European Parliament
and of the Council of 30 May 2001 regarding access to European
Parliament, Council and Commission documents (3) shall apply
to documents held by the ARTEMIS Joint Undertaking.

2. The ARTEMIS Joint Undertaking shall adopt the practical
arrangements for implementing Regulation (EC) No 1049/2001
by 7 August 2008.

3. Decisions
taken by the ARTEMIS Joint Undertaking
pursuant to Article 8 of Regulation (EC) No 1049/2001 may
form the subject of a complaint to the Ombudsman or of an
action before the Court of Justice, under the conditions laid
down in Articles 195 and 230 of the Treaty respectively.

Article 15

Intellectual property

The rules governing the protection, use and the dissemination of
research results, based on Regulation (EC) No 1906/2006, are set
out in Article 23 of the Statutes.

Article 16

Preparatory actions

1. The Commission shall be responsible for the establishment
and initial operation of the ARTEMIS Joint Undertaking until the
ARTEMIS Joint Undertaking has the operational capacity to
implement its own budget. The Commission shall carry out, in
accordance with Community law, all necessary actions in
collaboration with other founding members and the involvement
of the competent bodies.

2.
For that purpose, until such time as the Executive Director
takes up his duties following his appointment by the Governing
the
Board in accordance with Article 7(2) of
Commission may assign a limited number of
its officials,
including one to fulfil the functions of the Executive Director, on
an interim basis.

the Statutes,

3. The interim Executive Director may authorise all payments
covered by the credits provided in the budget of the ARTEMIS
Joint Undertaking once approved by the Governing Board and
may conclude contracts, including staff contracts following the
adoption of the ARTEMIS Joint Undertaking establishment plan.
The Commission authorising officer may authorise all payments
covered by the credits provided in the budget of the ARTEMIS
Joint Undertaking.

(1) OJ L 136, 31.5.1999, p. 20.
(2) OJ L 136, 31.5.1999, p. 15.

(3) OJ L 145, 31.5.2001, p. 43.

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Article 17

Support from the host State

A host agreement shall be concluded between the ARTEMIS Joint
Undertaking and Belgium concerning office accommodation,
privileges and immunities and other support to be provided by
Belgium to the ARTEMIS Joint Undertaking.

Article 18

Entry into force

This Regulation shall enter into force on the third day following
its publication in the Official Journal of the European Union.

This Regulation shall be binding in its entirety and directly applicable in all Member States.

Done at Brussels, 20 December 2008.

For the Council

The President

F. NUNES CORREIA

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ANNEX

STATUTES OF THE ARTEMIS JOINT UNDERTAKING

Article 1

Definitions

(i)

to carry out any other activity needed to achieve the objectives
referred to in Article 2 of the Regulation.

For the purposes of these Statutes, the following definitions shall apply:

‘project’ means a research and/or development project that is
selected by the ARTEMIS Joint Undertaking following open and
competitive calls for proposals and thereafter partly funded by the
ARTEMIS Joint Undertaking;

Article 3

Members

1. The founding members of the ARTEMIS Joint Undertaking (here-
inafter referred to as ‘founding members’) shall be:

‘total costs’ means eligible costs of the projects as defined by the
respective funding authorities issuing the grant agreements;

(a)

the Community, represented by the Commission;

(a)

(b)

(c)

‘running costs’ means the costs necessary for the functioning of the
ARTEMIS Joint Undertaking excluding the funding of R & D
activities;

(d)

‘affiliated entity’ means an affiliated entity as defined in Article 2 of
the Regulation (EC) No 1906/2006.

Article 2

Tasks and activities

The main tasks and activities of the ARTEMIS Joint Undertaking shall be
the following:

(a)

(b)

(c)

(d)

(e)

to ensure the establishment and sustainable management of the JTI
on Embedded Computing Systems;

to define and make any necessary adjustment to the Multiannual
Strategic Plan including the Research Agenda as referred to in
Article 19(1);

to define and carry out Annual Implementation Plans as referred to
in Article 19(3) for executing the Multiannual Strategic Plan as
referred to in Article 19(1);

to initiate calls for proposals, to evaluate proposals, and award
funding to projects
transparent and
effective procedures, within the limits of available funds;

selected through open,

in particular

to develop close cooperation and ensure coordination with
European,
the Seventh Framework Programme,
national and transnational activities, bodies and stakeholders,
aiming at fostering a fertile innovation environment in Europe and
better synergies and exploitation of research and development
results in the area of Embedded Computing Systems;

(f)

to monitor progress towards the objectives of the ARTEMIS Joint
Undertaking;

(g)

to undertake communication and dissemination activities;

(b)

(c)

Belgium, Denmark, Germany, Estonia,
Ireland, Greece, Spain,
France, Italy, Hungary, the Netherlands, Austria, Portugal, Romania,
Slovenia, Finland, Sweden, the United Kingdom; and

the ARTEMISIA association (hereinafter

upon acceptance of the Statutes of the ARTEMIS Joint Under-
taking,
referred as
ARTEMISIA), an association registered under Dutch law (registra-
tion No 17201341) with its registered office in Eindhoven (the
Netherlands), acting as a representative of companies and other
R & D actors operating in the field of Embedded Computing
Systems in Europe.

Provided that

2.
they subscribe to the objectives as described in
Article 2 of the Regulation and are willing to assume all obligations of
membership, including the acceptance of the Statutes of the ARTEMIS
Joint Undertaking, the following entities may become members of the
ARTEMIS Joint Undertaking:

(a)

other Member States and Associated Countries;

(b)

(c)

any other country (hereinafter
referred to as third country)
pursuing R & D policies or programmes in the area of Embedded
Computing Systems;

any other legal entity capable of making a substantial financial
contribution to the achievement of the objectives of the ARTEMIS
Joint Undertaking.

3. The founding members and new members as referred to in
paragraph 2 shall hereinafter be referred to as ‘members’.

4. Member States and Associated Countries members of the ARTEMIS
Joint Undertaking shall hereinafter be referred to as ‘ARTEMIS Member
States’. Each ARTEMIS Member State shall appoint its representative in
the bodies of the ARTEMIS Joint Undertaking and designate the national
entity or entities responsible for fulfilling its obligations with respect to
implementation of the activities of the ARTEMIS Joint Undertaking.

(h)

to publish information on the projects, including the name of the
participants and the amount of the financial contribution of the
ARTEMIS Joint Undertaking per participant;

5. The ARTEMIS Member States and the Commission shall hereinafter
the ARTEMIS Joint
the ‘public authorities’ of
be referred to as
Undertaking.

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Article 4

Accession and changes to membership

1. Any new membership application to the ARTEMIS Joint Under-
taking shall be addressed to the Governing Board in accordance with
Article 6(2)(a).

2. Member States or Associated Countries that are not
founding
members of the ARTEMIS Joint Undertaking shall become members
upon notification to the Governing Board of their written acceptance of
these Statutes and of any other provisions governing the functioning of
the ARTEMIS Joint Undertaking.

3. Any application for membership of the ARTEMIS Joint Undertaking
by third countries shall be considered by the Governing Board, which
shall make a recommendation to the Commission. The Commission may
make a proposal to amend this Regulation on the accession of the third
country, subject to the successful completion of negotiations with the
ARTEMIS Joint Undertaking.

4. Decisions of the Governing Board on accession of any other legal
entity or recommendations of the Governing Board on the accession of
third countries shall be made taking into account the relevance and
the
potential added value of
objectives of the ARTEMIS Joint Undertaking. For any application for
new membership, the Commission shall provide timely information to
the Council on the assessment and, where applicable, on the decision of
the Governing Board.

the applicant for the achievement of

5. Membership of
the ARTEMIS Joint Undertaking may not be
transferred to a third party unless the prior agreement of the Governing
Board is given.

6. Any member may withdraw from the ARTEMIS Joint Undertaking.
Withdrawal shall become effective and irrevocable six months after
notification to the other members following which the former member
shall be discharged from any obligations other than those already
undertaken through decisions of the ARTEMIS Joint Undertaking in
accordance with these Statutes, prior to the member's withdrawal.

Article 5

Bodies of the ARTEMIS Joint Undertaking

1. The Bodies of the ARTEMIS Joint Undertaking shall be:

— the Governing Board,

— the Executive Director,

— the Public Authorities Board,

— the Industry and Research Committee.

In case a specific task is not assigned to one of the bodies, the

2.
Governing Board shall be the competent one.

Article 6

Governing Board

1. Composition, voting rights and decision taking

(a)

The Governing Board shall consist of representatives of
the
members of the ARTEMIS Joint Undertaking and the Chairperson
of the Industry and Research Committee;

(b)

(c)

(d)

(e)

(f)

(g)

(h)

each member of the ARTEMIS Joint Undertaking shall appoint its
representatives and a lead delegate who shall hold the voting rights
of the member in the Governing Board. The Chairperson of the
Industry and Research Committee shall have no voting rights;

voting rights for ARTEMISIA and the public authorities shall be
equal and shall amount in total to at least 90 % of the total votes.
The initial distribution of the voting rights shall be 50 % for
ARTEMISIA and 50 % for public authorities;

the distribution of the votes for the public authorities shall be
established annually in proportion to the funds
they have
committed to projects in the past
two financial years. The
Commission shall hold a minimum of 10 % of the votes;

for the first financial year, and any subsequent financial years in
which two or fewer ARTEMIS Member States have committed
public funds to projects in the previous financial years,
the
Commission shall hold one third of the votes corresponding to
public authorities. The remaining two thirds shall be distributed
equally amongst the ARTEMIS Member States;

voting rights for any new member that is not a Member State or an
Associated Country shall be determined by the Governing Board
before accession of this member to the ARTEMIS Joint Under-
taking;

decisions shall be adopted by a majority of at least 75 % of total
votes unless otherwise explicitly stated in these Statutes;

the representatives shall not be personally liable for actions
undertaken in their capacity as representatives in the Governing
Board.

2. Role and tasks

The Governing Board shall have overall responsibility for the operations
of the ARTEMIS Joint Undertaking and shall oversee the implementation
of its activities.

The Governing Board shall in particular:

(a)

(b)

(c)

(d)

(e)

assess applications and decide or recommend changes in member-
ship in accordance with Article 4;

decide on the termination of the membership of any member that
is in default of its obligations and has not remedied within a
reasonable period set by the Executive Director, without prejudice
to the provisions of
the Treaty ensuring compliance with
Community law;

adopt the financial rules of the ARTEMIS Joint Undertaking in
accordance with Article 6 of the Regulation;

approve the initiatives to amend the Statutes in accordance with
Article 24;

approve the Multiannual Strategic Plan including the Research
Agenda referred to in Article 19(1);

(f)

supervise the overall activities of the ARTEMIS Joint Undertaking;

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(g)

(h)

(i)

(j)

(a)

(b)

(c)

(d)

(e)

supervise progress in implementing the Multiannual Strategic Plan
referred to in Article 19(1);

publicly accessible periodicals or internet sites. After an evaluation of the
Executive Director's performance, the Board may extend the term of
office once for a further period of not more than four years.

approve, in accordance to Article 18(4), the Annual Implementa-
tion Plan and the Annual Budget Plan referred to in Article 19(3),
including the staff establishment plan;

approve the Annual Activity Report referred to in Article 19(4) and
the Annual Accounts and balance sheet;

appoint, dismiss or
replace the Executive Director, provide
guidance to the Executive Director, and monitor the Executive
Director's performance;

(k)

establish committees or working groups to carry out specific tasks
as necessary;

(l)

adopt its rules of procedure in accordance with paragraph 3;

(m)

assign any task not specifically allocated to one of the other Bodies
of the ARTEMIS Joint Undertaking;

3. The role and tasks of the Executive Director shall be:

(a)

(b)

(c)

to prepare the Annual
Implementation Plan referred to in
Article 19(3) and the Annual Budget Plan, in collaboration with
the Industry and Research Committee, and submit them to the
Governing Board for approval, in accordance with Article 18;

to oversee the organisation and execution of all activities needed to
carry out the Annual Implementation Plan within the framework
and the rules laid down by these Statutes and subsequent decisions
adopted by the Governing Board and the Public Authorities Board;

to prepare the Annual Activity Report referred to in Article 19(4)
and the Annual Accounts and balance sheets as referred to in
Article 18(5) and submit
them to the Governing Board for
approval;

(n)

adopt practical arrangements for implementing Regulation (EC)
No 1049/2001 as referred to in Article 14 of the Regulation.

(d)

to present proposals on the internal functioning of the ARTEMIS
Joint Undertaking to the Governing Board for approval;

The Community shall hold a veto right for all decisions related to the use
of its financial contributions, decisions concerning the winding-up of the
Joint Undertaking and decisions related to points (a), (b), (c), (j), and (n).

3. Rules of procedure

The Governing Board shall meet at least twice a year, normally at
the seat of the ARTEMIS Joint Undertaking;

the meetings of the Governing Board shall be chaired by the
Chairperson of the Industry and Research Committee;

unless otherwise decided by the Governing Board, the Executive
Director shall participate in the meetings;

(e)

(f)

(g)

to present proposals on the rules of procedure for calls for
proposals launched by the ARTEMIS Joint Undertaking, including
the associated project proposal evaluation and selection process to
the Public Authorities Board for approval;

to manage the launch of calls for proposals,
the process of
evaluating and selecting project proposals and negotiating grant
agreements for selected proposals, and the subsequent periodic
monitoring and follow-up of projects within the mandate given by
the Public Authorities Board;

to conclude grant agreements for the implementation of the R & D
Activities as referred to in Article 12 and 13, and service and
supply contracts necessary for the operations of the ARTEMIS Joint
Undertaking as referred to in Article 20;

until the Governing Board has adopted its own rules of procedure
the meetings shall be convened by the Commission;

(h)

to authorise all payments due by the ARTEMIS Joint Undertaking;

the quorum of the Governing Board shall be constituted by the
Commission, ARTEMISIA and at least three ARTEMIS Member
States representatives.

Article 7

Executive Director

1. The Executive Director shall be the chief executive responsible for
the day-to-day management of
the ARTEMIS Joint Undertaking in
accordance with the decisions of the Governing Board and its legal
representative. He shall perform his tasks with complete independence
and shall be accountable to the Governing Board. The Director shall
exercise, in respect of the staff, the powers laid down in Article 7(2) of
the Regulation.

2. The Executive Director shall be appointed by the Governing Board
for a period of three years, following a call for expression of interest
the European Union and in other
published in the Official

Journal of

(i)

(j)

(k)

(l)

to establish and implement the necessary measures and actions for
assessing the progress of the ARTEMIS Joint Undertaking towards
including independent monitoring and
achieving its objectives,
the
auditing to assess the effectiveness and performance of
ARTEMIS Joint Undertaking;

to organise project reviews and technical audits for the assessment
to the
of
Governing Board on the overall results;

research and development

results, and to report

to carry out financial audits, directly or through the national public
in compliance
authorities, on project participants as necessary,
with the financial rules of the ARTEMIS Joint Undertaking;

to negotiate the conditions for accession of new members of the
ARTEMIS Joint Undertaking, on behalf of and within the mandate
of the Governing Board;

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(m)

to carry out any other necessary action for
the successful
achievement of the ARTEMIS Joint Undertaking's objectives not
provided for in the Annual Implementation Plan referred to in
Article 19(3), within any limits and conditions established by the
Governing Board;

(n)

(o)

(p)

(q)

to convene and/or organise meetings of the Governing Board and
of the Public Authorities Board and to attend where appropriate
these meetings as an observer;

to provide the Governing Board with any information requested by
it;

to submit to the Governing Board his proposal(s) concerning the
organisation structure of the Secretariat;

to perform risk assessment and risk management analysis and to
propose to the Governing Board any insurance that it may be
necessary for the ARTEMIS Joint Undertaking to take out in order
to meet its obligations.

4. A Secretariat under the responsibility of the Executive Director shall
be established to provide support in all his tasks, including:

secretarial support for the Bodies of the ARTEMIS Joint Under-
taking;

(c)

(d)

one third of the voting rights in the Public Authorities Board shall
be assigned to the Community; the remaining two thirds shall be
allocated to the other members of the Public Authorities Board on
an annual basis in proportion to their financial contribution to the
activities of
the ARTEMIS Joint Undertaking for that year in
accordance with Article 11(6)b and with an upper limit for any
given member of 50 % of the total voting rights in the Public
Authorities Board;

if less than three ARTEMIS Member States have communicated to
the Executive Director their financial contribution according to
Article 11(6)(b), the Community shall hold one third of the votes
and the remaining two thirds shall be distributed equally amongst
the ARTEMIS Member States;

(e)

decisions shall be taken by at least 60 % of total votes;

(f)

(g)

the representative of the Community shall have a veto right on all
issues concerning the use of its own contribution to the ARTEMIS
Joint Undertaking;

any Member State or Associated Country that is not member of the
ARTEMIS Joint Undertaking shall be able to participate in the
Public Authorities Board as an observer. These States shall receive
all relevant Public Authorities Board documents and shall be able
to provide advice on any decision taken by the Public Authorities
Board.

operational support
for evaluating proposals and monitoring
projects, including support in organising calls for proposals and
arranging for project reviews and technical audits;

2. Role and tasks

The Public Authorities Board shall:

establishment and management of an appropriate internal audit
and accounting system;

financial tasks, including payments of financial contributions from
the ARTEMIS Joint Undertaking to participants in projects;

support for communication activities such as public relations,
publication and dissemination activities and organisation of events;

(f) managing invitations to tender for ARTEMIS Joint Undertaking
goods/services requirements according to the financial rules of the
ARTEMIS Joint Undertaking.

5. Non-financial tasks of the Secretariat may be contracted by the
ARTEMIS Joint Undertaking to external service providers. Such contracts
shall be established in accordance with the provisions of the financial
rules of the ARTEMIS Joint Undertaking.

(a)

(b)

(c)

(d)

ensure that the principles of fairness and transparency are properly
applied in the allocation of public funding to participants in
projects;

discuss and approve the Annual Work Programme referred to in
Article 19(2) upon proposals from the Industry and Research
Committee, including the budgets available for calls for proposals;

approve the rules of procedure for calls for proposals, for the
evaluation and selection of proposals and for monitoring of
projects;

upon proposal of the representative of the Community, decide on
the ARTEMIS Joint Undertaking financial contribution to the
budget of the calls for proposals;

Article 8

(e)

approve the scope and the launch of calls for proposals;

Public Authorities Board

1. Composition, voting rights and decision taking:

(a)

(b)

The Public Authorities Board shall consist of the public authorities
of the ARTEMIS Joint Undertaking;

each public authority shall appoint its representatives and a lead
delegate who shall hold the voting rights in the Public Authorities
Board;

(f)

(g)

approve the selection of project proposals to receive public funding
following calls for proposals;

upon proposal of the representative of the Community, decide on
the ARTEMIS Joint Undertaking's financial
the percentage of
contribution referred to in Article 13(6)(a)
to participants in
projects arising from calls for proposals in any given year;

(h)

adopt its rules of procedure in accordance with paragraph 3.

(a)

(b)

(c)

(d)

(e)

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3. Rules of procedure

(b)

the Industry and Research Committee shall elect its Chairperson;

(a)

The Public Authorities Board shall meet at least twice a year,
normally at the seat of the ARTEMIS Joint Undertaking;

(b)

the Public Authorities Board shall elect its Chairperson;

(c)

(d)

the Public Authorities Board has adopted its rules of

until
procedure, the meetings shall be convened by the Commission;

the quorum of the Public Authorities Board shall be constituted by
the Commission and at
three ARTEMIS Member States
representatives.

least

Article 9

Industry and Research Committee

1. Composition

ARTEMISIA shall appoint the members of the Industry and Research
Committee.

The Industry and Research Committee shall consist of no more than 25
members.

2. Role and tasks

The Industry and Research Committee shall:

(a)

(b)

(c)

(d)

(e)

(f)

elaborate the draft Multiannual Strategic Plan referred to in
Article 19(1), including the content and update of the Research
Agenda, and submit it to the Governing Board for approval;

prepare the draft Annual Work Programme referred to in Article 19
(2), including proposals for the content of calls for proposals to be
launched by the ARTEMIS Joint Undertaking;

elaborate proposals regarding the technological, research and
innovation strategy of the ARTEMIS Joint Undertaking;

elaborate proposals for activities regarding the creation of open
innovation environments, promoting the participation of SMEs,
developing standards transparently and with openness to partici-
pation,
cooperation, dissemination and public
relations;

international

advise the other bodies on any issue related to planning and
operating research and development programmes,
fostering
partnerships and leveraging resources in Europe in order to
achieve the objectives of the ARTEMIS Joint Undertaking;

appoint working groups where necessary under
coordination of one or more members of
Research Committee in order to achieve the above tasks;

the overall
the Industry and

(g)

adopt its rules of procedure in accordance with paragraph 3.

3. Rules of procedure

(a)

The Industry and Research Committee shall meet at least twice a
year;

(c)

until the Industry and Research Committee has adopted its own
rules of procedure, the meetings shall be convened by ARTEMISIA.

Article 10

Internal auditing function

The functions entrusted by Article 185(3) of the Financial Regulation to
the Commission's internal auditor shall be carried out under
the
responsibility of the Governing Board, which shall make appropriate
provision, taking into account the size and the scope of the ARTEMIS
Joint Undertaking.

Article 11

Sources of financing

1. The activities of the ARTEMIS Joint Undertaking shall be jointly
funded through financial contributions paid in partial instalments and in-
kind contributions from its members to support the running costs and
the R & D Activities.

2. All resources of the ARTEMIS Joint Undertaking shall be devoted to
achieving the objectives laid down in Article 2 of the Regulation.

3. The resources of the ARTEMIS Joint Undertaking entered to its
budget shall be composed of:

(a) members' contributions to the running costs, except for the ones

referred to in paragraph 5(c);

(b)

a Community contribution to fund the R & D Activities;

(c)

any revenue generated by the ARTEMIS Joint Undertaking;

(d)

any other financial contributions and revenues.

Any interest yielded by the contributions paid by its members shall be
considered to be revenue of the ARTEMIS Joint Undertaking.

4. Any legal entity that is not a member may make in-kind or cash
contributions to the resources of the ARTEMIS Joint Undertaking under
the terms and conditions negotiated by the Executive Director on behalf
of and within the mandate granted by the Governing Board.

5. The running costs of the ARTEMIS Joint Undertaking shall be borne
by its members:

(a)

(b)

ARTEMISIA shall make a contribution of up to EUR 20 million or
up to 1 % of the sum of the total cost of all projects, whichever
figure is higher, but not exceeding EUR 30 million;

the Community shall make a contribution of up to EUR 10 million.
If part of this contribution is not used it may be available for R & D
Activities referred to in paragraph 6;

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ARTEMIS Member States shall make in-kind contributions to the
running costs by facilitating the implementation of projects and
the granting of public funds as referred to in Articles 12 and 13;

Article 12

Implementation of R & D Activities

(c)

(d)

the contributions of the Community and ARTEMISIA shall be
made available in accordance with the provisions of the relevant
Annual Budget Plan referred to in Article 18. Partial instalments
shall be provided on the basis of the Joint Undertaking's financial
needs.

6. The R & D Activities of the ARTEMIS Joint Undertaking shall be
supported through:

(a)

(b)

(c)

financial

a
contribution from the Community of up to
EUR 410 million to finance projects which may be eventually
increased by any unspent part of the Community contribution
referred to in paragraph 5(b);

financial contributions from ARTEMIS Member States that shall
amount in total to at least 1,8 times the Community's financial
contribution. These financial contributions shall be paid to project
participants according to the provisions of Articles 12 and 13.
Every year, ARTEMIS Member States shall communicate to the
Executive Director by a date determined by the Governing Board
for
their national
proposals to be launched by the ARTEMIS Joint Undertaking
taking into account the scope of the supported R & D Activities
addressed in the calls;

financial commitments

reserved for calls

in-kind contributions by research and development organisations
participating in projects which shall be equal to their share of the
necessary eligible cost of carrying out the projects as defined on the
basis of the rules of the respective funding authorities issuing the
grant agreements. Their overall contribution over the duration of
the ARTEMIS Joint Undertaking shall be equal to or greater than
the contribution of public authorities.

7. The financial contributions of the members to the ARTEMIS Joint
Undertaking shall be paid through partial instalments in accordance with
the provisions of the Annual Budget Plan referred to in Article 18.

8. Any new member of the ARTEMIS Joint Undertaking other than
Member States or Associated Countries
shall make a financial
contribution to the ARTEMIS Joint Undertaking.

9.
Should any member of the ARTEMIS Joint Undertaking be in default
of its commitments concerning its agreed financial contribution to the
ARTEMIS Joint Undertaking, the Executive Director shall notify such
member in writing thereof and shall set a reasonable period in which
such default may be remedied. If such default has not been remedied
within such period, the Executive Director shall convene a meeting of the
Governing Board to decide whether the defaulting member's member-
ship should be revoked or if any other measures should be taken until its
obligations have been met.

1. The ARTEMIS Joint Undertaking shall support R & D Activities
independent
through open and competitive calls
evaluation and selection of proposals, allocation of public funding to
selected proposals, and the funding of projects.

for proposals,

2. The ARTEMIS Joint Undertaking shall conclude grant agreements
with project participants for the implementation of the projects. The
terms and conditions of these grant agreements shall be in accordance
with the ARTEMIS Joint Undertaking financial rules referred to in
Article 6 of the Regulation and shall refer to and, where appropriate, rely
on corresponding national grant agreements as referred to in Arti-
cle 13(6)(b).

In order to enable the implementation of projects and the granting
3.
the ARTEMIS Joint Undertaking shall establish
of public funds,
administrative arrangements with the national entities designated by
the ARTEMIS Member States for that purpose, in line with the financial
rules of the ARTEMIS Joint Undertaking.

4. Member States or Associated Countries that are not members of the
ARTEMIS Joint Undertaking may conclude similar arrangements with the
ARTEMIS Joint Undertaking.

5. The ARTEMIS Joint Undertaking shall set up the procedures for the
supervision and control of the R & D Activities, including provisions for
monitoring and technical auditing of projects. The ARTEMIS Member
States shall not require additional monitoring and technical audit reports
other than those required by the ARTEMIS Joint Undertaking.

Article 13

Funding of projects

1.
Public funding for projects selected following calls for proposals
published by the ARTEMIS Joint Undertaking shall consist of the national
financial contributions from the ARTEMIS Member States and/or the
financial contribution from the ARTEMIS Joint Undertaking. Any public
support under this initiative is without prejudice to the procedural and
material State aid rules when applicable.

2. The following legal entities shall be eligible for receiving funding
from the Community contribution to the R & D Activities of the
ARTEMIS Joint Undertaking as referred to in Article 5 of the Regulation:

(a)

(b)

legal entities established in the ARTEMIS Member States having
concluded a grant
such project with the
corresponding national authority following the award procedures
of the ARTEMIS Joint Undertaking;

agreement

for

other legal entities established in Member States or Associated
Countries that are not members of the ARTEMIS Joint Under-
taking.
In this case, such States or countries may establish
administrative arrangements with the ARTEMIS Joint Undertaking
to enable the participation of the companies and research and
development organisations located in their territories.

10. The ARTEMIS Joint Undertaking shall own all assets generated by
or transferred to it for the fulfilment of its objectives as described in
Article 2 of the Regulation, unless otherwise specified.

In order to be considered eligible for Community funding, costs incurred
in the implementation of R & D Activities shall be excluded of value
added tax.

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3. The calls for proposals launched and published by the ARTEMIS
Joint Undertaking shall specify the overall budget available for each call.
This budget shall indicate the amounts committed at national level by
each ARTEMIS Member State and the estimated amount of the ARTEMIS
Joint Undertaking financial contribution. The calls shall state the
evaluation criteria in relation to the objectives of the call and any
national or ARTEMIS Joint Undertaking eligibility criteria.

4. The ARTEMIS Joint Undertaking financial contribution to the
budget of each call shall be equivalent to 55 % of the total amount
committed by the ARTEMIS Member States, unless the Public Authorities
Board decides otherwise at the proposal of the representative of the
Community.

5. Calls, evaluation and selection of proposals shall
following rules:

respect

the

(a)

(b)

(c)

(d)

(e)

calls for proposals launched by the ARTEMIS Joint Undertaking
shall be open to participants established in ARTEMIS Member
States and in any other Member State or Associated Country. They
shall be made public;

in project proposals

submitted in
consortia of participants
response to these calls shall include at least three non-affiliated
entities established in at least three ARTEMIS Member States. The
prospective Participants and their contribution to the project
proposals shall be verified by the ARTEMIS Joint Undertaking, on
the basis of verifications provided by the respective public
authorities, against the pre-defined national and Joint Undertaking
eligibility criteria for funding. They shall be informed on their
compliance, where possible before they submit a full project
proposal. These checks shall not result in significant delays in the
proposal evaluation and the selection process;

the evaluation and selection process carried out with the assistance
of independent experts shall ensure that allocation of the ARTEMIS
Joint Undertaking public funding follows the principles of equal
treatment, excellence and competition;

following the evaluation of proposals, the Public Authorities Board
shall establish a ranked list of proposals on the basis of clear
evaluation criteria and their collective contribution towards
achieving the objectives of the call;

the Public Authorities Board shall decide on the selection of
proposals and the allocation of public funding to selected
proposals up to the limit of the budgets available, taking into
account any national eligibility criteria and the verifications carried
out in accordance with point (b). This decision shall also be
binding for ARTEMIS Member States without any further
evaluation or selection processes.

6.

Funding of projects shall respect the following rules:

(a)

the financial contribution of the ARTEMIS Joint Undertaking to
participants in projects shall be provided at a percentage of the
total costs, defined when appropriate by the respective funding
authorities issuing the grant agreements, incurred for implement-
ing the project. This percentage shall be determined on a yearly
basis by the ARTEMIS Joint Undertaking and be up to 16,7 %. This
percentage shall be equal for all participants in projects arising
from any given call for proposals;

particular as regards eligibility criteria and other necessary financial
financial
requirements. When applicable, national
and legal
contributions from ARTEMIS Member States shall be disbursed
directly to participants in projects according to the national grant
agreements. ARTEMIS Member States shall undertake best efforts
to synchronise the terms and conditions and the establishment of
grant agreements and to disburse their financial contributions in a
timely manner.

Article 14

Financial commitments

The financial commitments of the ARTEMIS Joint Undertaking shall not
exceed the amount of financial resources available or committed to its
budget by its members.

Article 15

Financial revenue

Except when the ARTEMIS Joint Undertaking is wound up pursuant to
Article 25, any excess revenue over expenditure shall not be paid to the
members of the ARTEMIS Joint Undertaking.

Article 16

Financial year

The financial year shall correspond to the calendar year.

Article 17

Financial implementation

The Executive Director shall implement the budget of the ARTEMIS Joint
Undertaking.

Article 18

Financial reporting

1.
Every year, the Executive Director shall present to the Governing
Board a preliminary draft Annual Budget Plan containing a forecast of
annual expenditure for the following two years and including the staff
establishment plan. Within this forecast, the estimates of revenue and
expenditure for the first of those two years shall be drawn up in such
detail as is necessary for the internal budgetary procedure of each
member regarding its financial contributions to the ARTEMIS Joint
Undertaking. The Executive Director shall supply the Governing Board
with all supplementary information needed for this purpose.

2. The members of the Governing Board shall communicate to the
Executive Director their comments on the preliminary draft Annual
Budget Plan and in particular on the estimates of resources and
expenditure for the following year.

3. Taking into account the comments received from the members of
the Governing Board, the Executive Director shall prepare the draft
Annual Budget Plan for the following year in collaboration with the
Industry and Research Committee and submit it to the Governing Board
for approval.

(b) ARTEMIS Member States shall establish grant agreements with
participants in projects in accordance with their national rules, in

4. The Annual Budget Plan and the Annual Implementation Plan for a
particular year shall be adopted by the Governing Board of the ARTEMIS
Joint Undertaking by the end of the previous year.

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5. Within two months of the closure of each financial year, the Annual
Accounts and balance sheets for the preceding year shall be submitted by
the Executive Director to the Governing Board for approval. The Annual
Accounts and balance sheets for the preceding year shall be submitted to
the Court of Auditors and the Commission.

Joint Undertaking for its debts is limited to the contributions that the
members have made to the running costs as set out in Article 11(3)(a).

4. The ARTEMIS Joint Undertaking shall
appropriate insurance.

take out and maintain

Article 19

Planning and reporting

Article 22

Conflict of interests

1. The Multiannual Strategic Plan shall specify the strategy and plans
for achieving the objectives of the ARTEMIS Joint Undertaking, including
the Research Agenda.

The ARTEMIS Joint Undertaking shall avoid any conflict of interests in
the implementation of its activities.

2. The Annual Work Programme shall describe the scope and budget of
calls for proposals needed to implement the Research Agenda for a
particular year.

Article 23

Intellectual property policy

3. The Annual Implementation Plan shall specify the plan for the
execution of all the activities of the ARTEMIS Joint Undertaking for a
particular year, including planned calls for proposals and actions needing
to be implemented through calls for proposals. The Annual Implementa-
tion Plan shall be presented by the Executive Director to the Governing
Board together with the Annual Budget Plan referred to in Article 18.

1. The following rules governing the protection, use and the
dissemination of
research results are based on Regulation (EC)
No 1906/2006 and shall ensure that, where appropriate, intellectual
property generated in R & D Activities under this Regulation is protected,
and that research results are used and disseminated.

4. The Annual Activity Report shall present progress made by the
ARTEMIS Joint Undertaking in each calendar year,
in particular in
relation to the Multiannual Strategic Plan and the Annual Implementa-
tion Plan for
It shall also include information on the
participation of SMEs in Joint Undertaking's R & D Activities. The
Annual Activity Report shall be presented by the Executive Director
together with the Annual Accounts and balance sheets.

that year.

5. Once approved by the Governing Board, a publishable version of the
Multiannual Strategic Plan, the Annual Implementation Plan and the
Annual Activity Report shall be made available.

Article 20

Service and supply contracts

The ARTEMIS Joint Undertaking shall set up all
the appropriate
procedures and mechanisms for the implementation, supervision and
control of service and supply contracts concluded where necessary for
the operations of the ARTEMIS Joint Undertaking, according to the
provisions of its financial rules.

Article 21

Liability of members, insurance

1. The ARTEMIS Joint Undertaking shall not be responsible for
meeting the financial obligations of its members. It shall not be liable for
any ARTEMIS Member State failing to meet its obligations resulting from
calls for proposals launched by the ARTEMIS Joint Undertaking.

liable for any of

2. The members are not
the ARTEMIS Joint
Undertaking's obligations. The financial liability of the members is an
internal liability towards the ARTEMIS Joint Undertaking only, and is
limited to their commitment to contribute to the resources as set out in
Article 11(3).

3. Notwithstanding the financial contributions due to project partici-
pants pursuant to Article 13(6)(a), the financial liability of the ARTEMIS

The objective of the intellectual property policy as laid down in this
Article is to promote the creation of knowledge and its exploitation, to
achieve fair allocation of rights, to reward innovation, and to achieve
broad participation of private and public entities in projects.

2.

For the purposes of this Article:

(a)

(b)

(c)

(d)

‘information’ means any drawings, specifications, photographs,
samples, models, processes, procedures,
instructions, software,
reports, papers, or any other
technical and/or commercial
information, know-how, data or documents of any kind, including
oral information, other than ‘Intellectual Property Rights’;

‘Intellectual Property Rights’ (IPR) means any intellectual property
rights,
including patents, utility models and utility certificates,
industrial design rights, copyrights, trade secrets, database rights,
topographies of semiconductor products' rights, as well as any
registrations, applications, divisions, continuations, re-examina-
tions, renewals or reissues of any of the foregoing, excluding
trademarks and trade names;

‘background information’ means any information which is owned
or controlled by a project participant on the effective date of the
corresponding project agreement, or in respect of which ownership
is acquired by a project participant as a result of
or control
activities outside the framework of the project;

‘background IPR’ means any IPRs which are owned or controlled
by a project participant on the effective date of the corresponding
project agreement, or in respect of which ownership or control is
acquired during the term of the corresponding project agreement
as a result of activities outside the framework of the project;

(e)

‘background’ means background information and background IPR;

(f)

‘foreground information’ means any information that is generated
as a result of the activities conducted within the framework of a
project concerned, as specified in the corresponding project
agreement;

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(g)

‘foreground IPR’ means any IPRs that are generated as a result of
the project
the activities conducted within the framework of
concerned as specified in the corresponding project agreement;

(h)

‘foreground’ means foreground information and foreground IPR;

(i)

(j)

(k)

(l)

‘access right’ means non-exclusive licences and user rights to
foreground or background which rights shall not include the right
to sublicense unless otherwise agreed upon in the project
agreement;

in respect of use of

‘needed’ means ‘technically essential’ for the implementation of the
project and/or
foreground and, where
Intellectual Property Rights are concerned, shall mean that those
Intellectual Property Rights would be infringed if the access rights
were not granted;

‘use’ means the developing, creating and marketing of a product or
process for creating and providing a service as may be further
defined in the applicable project agreement;

foreground by any
the disclosure of
‘dissemination’ means
appropriate means other than that resulting from the formalities
for protecting it, and including the publication of foreground in
any medium;

(m)

‘project agreement’ means an agreement between project partici-
pants setting forth all or part of the terms and conditions that
apply between them regarding a specific project, such as a project
consortium agreement, which agreement shall
include without
limitation access rights in accordance with this Article;

(n)

‘transfer conditions’ means financial conditions that have a value
lower than fair and reasonable conditions, normally the cost of
making the access rights available.

3. Without prejudice of Community competition rules, the intellectual
property arrangements in projects shall be governed by the following
principles:

3.1. Ownership

3.1.1. The ARTEMIS Joint Undertaking shall own any tangible and
intangible assets created with its own resources or transferred to it
for the implementation of the ARTEMIS Joint Undertaking, unless
otherwise specified.

3.1.2. Notwithstanding the provisions above,

the ARTEMIS Joint
Undertaking shall not retain any information or IPR created in
projects.

3.1.3. Each participant in a project remains the owner of its background.
Participants may define the background needed for the purposes
of the ARTEMIS Joint Undertaking project in a written project
agreement and, where appropriate, may exclude specific back-
ground.

3.1.4. Foreground arising from work carried out under projects shall be
the property of the participant(s) carrying out the work generating
that foreground according to the arrangements described in the
grant and project agreements and the principles laid down in this
Article.

3.2. Access rights

3.2.1. Project participants may decide to grant broader access rights than
required by this Article. Project participants may define the
background needed for the purposes of the project and, where
appropriate, may agree to exclude specific background.

3.2.2. Access rights to background shall be granted to other participants
in the same project if such background is needed by those other
participants to carry out their own work in the project, provided
that the owner is entitled to grant such rights. Access rights shall
be granted on Transfer Conditions to be agreed by the project
participants concerned, unless otherwise agreed by all participants
in the project agreement.

3.2.3. Access rights to foreground shall be granted to other participants
in the same project if such foreground is needed by those other
participants to carry out their own work in the project. Such
access rights shall be granted on a royalty-free non-exclusive and
non-transferable basis.

3.2.4. Participants in the same project shall enjoy access rights to
background if this is needed for the use of their own foreground of
that project, provided that the owner of the background is entitled
to grant them. Such access rights shall be granted on a non-
exclusive, non-transferable basis on fair, reasonable and non-
discriminatory conditions.

3.2.5. Participants in the same project shall enjoy access rights to
foreground if this is needed for their own Use. Such access rights
shall be granted on a non-transferable non-exclusive basis either
reasonable and non-discriminatory
royalty-free or on fair,
conditions.

3.2.6. Subject to the agreement of all the owners concerned, access rights
to foreground for the purposes of pursuing further research
activities shall be granted to a third party on fair and reasonable
conditions to be agreed.

3.3. Protection, use and dissemination

3.3.1. Where foreground is capable of being profitably exploited,

its
owner (i) shall provide for its appropriate and effective protection,
having due regard to its own and the other participants' legitimate
interest in the project concerned, particularly commercial interests,
and (ii) shall use it or ensure that it is used.

3.3.2. Each participant shall ensure that the foreground of which it has

ownership is disseminated without undue delay.

3.3.3. All dissemination activities shall be compatible with the protection
of intellectual property rights, confidentiality obligations, and the
legitimate interest of the owners of the foreground.

3.3.4. Prior notice of any dissemination activity regarding foreground,
background or confidential information owned by other partici-
pants in the same project or other data or information that is
amalgamated with such other participants foreground, back-
ground or confidential information, shall be given to such other
participants. Within 45 days following such notification, any of
those participants may object in writing if its legitimate interests in
relation to its foreground or background may be harmed by such

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dissemination. In such cases, the dissemination activity shall not
take place unless appropriate steps are taken to safeguard those
legitimate interests.

2. The initiatives referred to in paragraph 1, as approved by the
Governing Board, shall be submitted as draft amendments to the
Commission who shall adopt them, as appropriate.

3.3.5. All publications, patent applications filed by or on behalf of a
participant, or any other dissemination relating to foreground
include a statement that the foreground concerned was
shall
generated with financial
from the ARTEMIS Joint
support
Undertaking. All dissemination activities shall be compatible with
intellectual property rights, confidentiality
the protection of
the
obligations, and the legitimate interest of
foreground.

the owners of

3.4. Transfer

3.4.1. Where a participant transfers ownership of foreground, it shall
pass on its obligations regarding such foreground to the transferee
including the obligation to pass those obligations on to any
subsequent
include those
relating to the granting of access rights, and dissemination and
use.

transferee. These obligations

shall

3.4.2. Subject

envisaged new owner of

to its obligations concerning confidentiality, where a
project participant is required to pass on its obligations to provide
access rights, it shall give at least 45 days prior notice to the other
participants of the envisaged transfer, together with sufficient
information concerning the
the
foreground to permit the other participants to exercise their
access rights. Following notification, any other participant may
object within 30 days or within a different time-limit agreed in
writing, to any envisaged transfer of ownership on the grounds
that it would adversely affect its access rights. Where any of the
other participants demonstrate that their access rights would be
adversely affected, the intended transfer shall not take place until
agreement has been reached between participants concerned.

3.5. Project participants in the same project shall conclude among
themselves a project agreement that shall lay down the intellectual
property arrangements in compliance with this Article.

Article 24

Amendments to the Statutes

1. Any member of the ARTEMIS Joint Undertaking may make an
initiative for amending the Statutes to the Governing Board.

3. However, any amendment affecting the essential elements of these
Statutes, and in particular amendments to Articles 3, 4, 6, 7, 11, 13, 21,
24 and 25 thereof, shall be adopted in accordance with Article 172 of
the Treaty.

Article 25

Winding up

1. At the end of
the
Regulation, or following an amendment pursuant to Article 11(2) of the
Regulation, the ARTEMIS Joint Undertaking shall be wound up.

the period provided for in Article 1(1) of

2. The winding-up procedure shall be automatically triggered if the
Commission withdraws from the ARTEMIS Joint Undertaking.

For

the purpose of conducting the proceedings

involved in
3.
liquidating the ARTEMIS Joint Undertaking, the Governing Board shall
appoint one or more liquidators, who shall comply with the decisions of
the Governing Board.

4. When the ARTEMIS Joint Undertaking is being wound up, it shall
return to the host State any physical support item made available by the
host State in accordance with the host agreement referred to in
Article 17 of the Regulation.

5. When any physical asset has been dealt with as provided for in
paragraph 4, any further assets shall be used to cover the liabilities of the
ARTEMIS Joint Undertaking and the costs relating to its winding-up. Any
surplus shall be distributed among the members existing at the time of
the winding-up in proportion to their actual contribution to the
ARTEMIS Joint Undertaking. Any surplus distributed to the Community
shall be returned to the Commission budget.

6. Remaining assets shall be distributed to the members existing at the
time of the winding-up in proportion to their actual contribution to the
ARTEMIS Joint Undertaking.

7. An ad hoc procedure shall be set up to ensure the appropriate
management of any grant agreement and service and supply contract
concluded by the ARTEMIS Joint undertaking, with a duration longer
than the duration of the ARTEMIS Joint Undertaking.