Other IP aspects of ESA contracts

The following clauses are found in both fully and partly funded contracts.

ESA has the right to have products, applications or results of a contract resupplied by the contractor or by a Third Party for the Agency’s Own Requirements. ESA shall first negotiate with the contractor for resupply. However, if the Agency does not consider the contractor’s proposed price fair and reasonable, or delivery cannot be made as required, then resupply may be put out to competitive tender. If a Third Party is selected to resupply, the original contractor may be required to give assistance on the basis of reasonable remuneration (47 & 61).

The contractor must obtain approval from ESA to enter into subcontracts unless otherwise specified in the principal contract. Each subcontract must give the subcontractor the same rights and obligations in relation to the work it produces as those of the contract that has been agreed to between the contractor and ESA (including ownership, registration, exploitation and access)(36.4.a & 50.5.a). Special rules apply where the contractor and one or more subcontractors jointly produce work (36.4.b & 50.5.b).

ESA and the contractor shall notify each other of any dispute arising over ownership or use of IPR (48.1 & 62.1). ESA may require the contractor to take action or provide assistance, including commencement of legal proceedings, to prevent infringement of foreground IPR (48.2 & 62.2).