1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.

Technical Appendix 1:

Technical Appendix 1.A:

Technical Appendix 2:

Technical Appendix 3:

Technical Appendix 4:

Technical Appendix 5:

Technical Appendix 6:

Technical Appendix 7:

Technical Appendix 8:

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enhance knowledge-based manufacturing in industry to improve the quality of life and citizens and improve the global environment,

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share manufacturing knowledge and to transfer it to future generations,

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increase the participation of SMEs in international collaborative activities,

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adapt educational and training activities to support the knowledge-based manufacturing industries, and

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contribute to establishing common, global norms and standards.

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provides a structure for global, ‘forward-thinking’ syntheses (e.g. roadmaps, analyses, foresight),

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fosters the creation of networks to reinforce interaction and collaborative research and development,

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fosters the development of consortia to undertake collaborative research and development projects (including cooperative work on pre-standardisation topics),

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provides an intellectual property rights management framework (Technical Appendix 1) for international collaboration and dissemination activities, and

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disseminates research results broadly.

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contributions to, and benefits from such cooperation, are equitable and balanced,

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collaborative projects have industrial relevance,

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collaborative project should include where possible academic participation,

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collaborative projects are carried out by inter-regional, geographically distributed consortia,

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collaborative projects can occur throughout the full innovation cycle,

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IMS project activities under government sponsorship or using government resources should not involve competitive research and development,

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results of collaborative projects are shared through a process of controlled information diffusion, and

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there should be protection for an equitable allocation of any intellectual property right created or furnished during cooperation projects.

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an International Steering Committee,

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an Inter-Regional Secretariat, and

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Regional Secretariats.

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Each participant will fund its own participation,

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Each participant will determine the method by which its own participation will be funded,

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Each participant will contribute in an equitable manner in funding or in kind to defray the costs of operating the Inter-Regional Secretariat,

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Each participant will be responsible for supporting its own delegation, and

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Each Participant will have the right to audit the operations of the management structure.

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Principles for setting up and executing the IRS budget shall be in accordance with Technical Appendix 2.

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Each participant will fund its own participation, and

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Each participant will determine the method by which its own participation will be funded.

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:

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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;

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the appointment of the members to the IMS International Steering Committee; and,

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the designation of the Regional Secretariats.

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that contributions and benefits by PARTICIPANTS, from cooperation in such PROJECTS, are equitable and balanced,

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that the proper balance is struck between the need for flexibility in PARTNERS' negotiations and the need for uniformity of procedure among PROJECTS and among PARTNERS, and

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that the results of the research will be shared by the PARTNERS through a process that protects and equitably allocates any intellectual property rights created or furnished during the cooperation.

1.1.

ACCOUNTING. The sharing of any consideration such as royalties or other license fees by one PARTNER with another PARTNER when the first PARTNER which solely or jointly owns FOREGROUND discloses, licenses or assigns it to a third party.

1.2.

AFFILIATE. Any legal entity directly or indirectly owned or controlled by, or owning or controlling, or under the same ownership or control as, any PARTNER. Common ownership or control through government does not in itself create AFFILIATE status.

Ownership or control shall exist through the direct or indirect:

1.3.

BACKGROUND: All information and INTELLECTUAL PROPERTY RIGHTS except BACKGROUND RIGHTS owned or controlled by a PARTNER or its AFFILIATE and which are not FOREGROUND.

1.4.

BACKGROUND RIGHTS: Patents for inventions and design and utility models, and applications therefor as soon as made public, owned or controlled by a PARTNER or its AFFILIATES, a license for which is necessary for the work in a PROJECT or for the commercial exploitation of FOREGROUND, and which are not FOREGROUND.

1.5.

CONFIDENTIAL INFORMATION: All information which is not made generally available and which is only made available in confidence by law or under written confidentiality agreements.

1.6.

CONSORTIUM: Three or more GROUPS which have agreed to carry out jointly a PROJECT.

1.7.

COOPERATION AGREEMENT: The one or more signed agreements among all PARTNERS in a CONSORTIUM concerning the conduct of the PROJECT.

1.8.

FOREGROUND: All information and INTELLECTUAL PROPERTY RIGHTS first created, conceived, invented or developed in the course of work in a PROJECT.

1.9.

GROUP: All PARTNERS in a given PROJECT from the geographic area of a PART ICIPANT.

1.10.

IMS SCHEME: The Intelligent Manufacturing Systems Scheme.

1.11.

INTELLECTUAL PROPERTY RIGHTS: 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.

2.1.

PARTNERS shall enter into a written COOPERATION AGREEMENT that governs their participation in a PROJECT consistent with this document.

2.2.

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.

2.6.

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.

2.8.

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,

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:

2.10.

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:

2.13.

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.

3.1.

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.

3.3.

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.

3.5.

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.

3.6.

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 AGREEMENT

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AFFILIATE PROVISIONS,

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ANTITRUST/COMPETITION LAW ISSUES,

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CANCELLATION AND TERMINATION,

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EMPLOYER/EMPLOYEE RELATIONSHIPS,

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EXPORT CONTROLS AND COMPLIANCE,

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FIELD OF THE AGREEMENT,

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INTENT OF THE PARTIES,

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LICENSING PARTNERS IN OTHER PROJECTS,

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LICENSOR'S LIABILITY ARISING FROM LICENSEE'S USE OF LICENSED TECHNOLOGY,

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LOANED OR ASSIGNED EMPLOYEES AND RESULTING RIGHTS,

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NEW PARTNERS AND WITHDRAWAL OF PARTNERS FROM PROJECTS,

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POST COOPERATION AGREEMENT BACKGROUND,

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PROTECTION, USE AND NON-DISCLOSURE OBLIGATIONS REGARDING CONFIDENTIAL INFORMATION,

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RESIDUAL INFORMATION,

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ROYALTY RATES FOR BACKGROUND RIGHT LICENSES,

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SOFTWARE SOURCE CODE,

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TAXATION,

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TERM/DURATION OF AGREEMENT.

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Tier 1: European Union and Norway, Japan, United States,

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Tier 2: Australia, Canada, Korea, Switzerland.

1.

Total product life cycle issues

Harmonised assessment and economic justification models for new manufacturing systems.

2.

Process issues

To enable the needs for rapid response to changing requirements and to saving human and material resources and to improving working conditions for employees the following themes can be identified.

Minimum consumption of energy. Energy efficient processes that can meet manufacturing requirements with minimum consumption of energy. Integrated cycled process for less energy consumption.

3.

Strategy/planning/design tools

Manufacturing 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

5.

Virtual/extended enterprise issues

The 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:

1.

provide logistics for inter-regional meetings and proposals,

2.

maintain and distribute IMS meeting materials and other documents,

3.

provide logistics for inter-regional publicity at the direction of the International Steering Committee,

4.

educate new and prospective participants,

5.

disseminate information during, and upon the conclusion of, projects,

6.

assist with inter-regional consortia formation,

7.

organise and arrange studies and/or work as requested by the International IMS Steering Committee, and

8.

undertake other appropriate tasks as assigned by the International Steering Committee.

1.

provide regional logistics for inter-regional meetings and proposals,

2.

maintain and distribute IMS meeting materials and other documents within respective regions,

3.

provide logistics for regional meetings and promotion,

4.

disseminate information during and upon the conclusion of projects within respective regions,

5.

assist in consortium formation within and across respective regions,

6.

support regional delegations in attending the International IMS Steering Committee meetings,

7.

facilitate regional selections and reviews, and

8.

work with regional infrastructure groups to facilitate the IMS Scheme.

1.

The admission process begins with a letter of inquiry/interest from a ministerial or senior government/public administration level in the prospective participant, addressed to the chair of the IMS International Steering Committee.

2.

Each IMS head of delegation shall be alerted to the receipt of this letter of inquiry/interest. Each IMS participant is chartered to evaluate the application and respond through its respective head of delegation to the chair of the IMS International Steering Committee.

3.

If all IMS participants accept the application, the chair of the IMS International Steering Committee shall inform, in writing, the applicant that if the applicant can ratify these Terms of Reference, then the IMS scheme will admit the applicant as a full participant.

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IMS technical themes addressed by the project,

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industrial relevance of the project,

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project work plans, organisation and structure,

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basic information, including contact information, of project partners,

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a consortium cooperation agreement that addresses the intellectual property provisions and other legal requirements for the consortium, and

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other relevant information to facilitate project endorsement.

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coordinate consortia formation,

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coordinate preparation of full proposal and cooperation agreements,

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act as the primary contact for all communication between the consortium and the International Steering Committee and Inter-Regional Secretariat, and

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facilitate successful execution of the project.

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Industrial relevance

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Compliance with the technical themes in Appendix 3 as may be amended from time to time by the IMS International Steering Committee

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Scientific and technical merit

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Adoption, commercialisation and exploitation potential

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The IMS International Steering Committee shall assess compliance with the IPR provisions in Technical Appendix 1

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Value-added.

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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.

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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.

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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.

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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.

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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.

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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.

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Final endorsement. Final endorsement will be made by the IMS International Steering Committee based on the regional recommendations and the submitted proposals.

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.