Leping

[HEROES] Consortium Agreement, version [3], [28/02/2023] Consortium Agreement [HEROES] (Based on DESCA – Model Consortium Agreement for Horizon Europe, version 1, December 2021)  [HEROES] Consortium Agreement, version [3], [28/02/2023] Table of Contents 1 Definitions ...................................................................................................................................... 4 2 Purpose .......................................................................................................................................... 6 3 Entry into force, duration and termination ................................................................................. 6 4 Responsibilities of Parties............................................................................................................ 7 5 Liability towards each other ......................................................................................................... 9 6 Governance structure ................................................................................................................... 9 7 Financial provisions .................................................................................................................... 19 8 Results .......................................................................................................................................... 22 9 Access Rights .............................................................................................................................. 24 10 Non-disclosure of information ................................................................................................... 27 11 Miscellaneous .............................................................................................................................. 29 12 Signatures .................................................................................................................................... 30 Attachment 1: Background included ................................................................................................. 61 Attachment 2: Accession document ................................................................................................. 66 Attachment 3: List of third parties for simplified transfer according to Section 8.3.2. ................ 67 Attachment 4 Identified entities under the same control ................................................................ 68 2 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] CONSORTIUM AGREEMENT THIS CONSORTIUM AGREEMENT is based upon the Grant Agreement with the European Health and Digital Executive Agency (HaDEA) for the Joint Action entitled ‘HEalth woRkfOrce to meet healht challEngeS ’ (topic EU4H-2021-JA-10), Grant Agreement number 101082296, and is effective as of 01 February 2023, hereinafter referred to as “the starting date of the Joint Action” and “Effective Date”. This Consortium Agreement is a private reciprocal agreement between the beneficiaries of the Joint Action HEROES, to set out the rights and obligations among themselves. (It does not involve the European Commission nor HaDEA). It complements the Grant Agreement and does not contain any provision contrary to it. It must be signed by all beneficiaries. BETWEEN: 1. AGENZIA NAZIONALE PER I SERVIZI SANITARI REGIONALI [AGE.NA.S], with legal address in Italy, the Coordinator 2. ORSZAGOS KORHAZI FOIGAZGATOSAG [OKFO], with legal address in Hungary 3. SCIENSANO [Sciensano], with legal address in Belgium 4. HRVATSKI ZAVOD ZA JAVNO ZDRAVSTVO [CIPH], with legal address in Croatia 5. MINISTERSTVO ZDRAVOTNICTVI CESKE REPUBLIKY [MZCR], with legal address in Czech Republic 6. SOTSIAALMINISTEERIUM [MSAE], with legal address in Estonia 7. ORGANISMOS DIASFALISIS TIS POIOTITASSTIN YGEIA ANONYMI ETAIREIA [ODIPY], with legal address in Greece 8. LIETUVOS RESPUBLIKOS SVEIKATOSAPSAUGOS MINISTERIJA [SAM], with legal address in Lithuania 9. Ministry for Health - Government of Malta [MFH], with legal address in Malta 10. STICHTING NEDERLANDS INSTITUUT VOORONDERZOEK VAN DE GEZONDHEIDSZORG [NIVEL], with legal address in Netherlands 11. HELSEDIREKTORATET [HDIR], with legal address in Norway 12. THE MINISTRY OF HEALTH OF THE REPUBLICOF POLAND [MZ], with legal address in Poland 13. ADMINISTRACAO CENTRAL DO SISTEMADESAUDE IP [ACSS], with legal address in Portugal 14. MINISTERUL SANATATII [MS], with legal address in Romania 15. MINISTERSTVO ZDRAVOTNICTVA SLOVENSKEJ REPUBLIKY [SK MoH] with legal address in Slovakia 3 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] 16. NACIONALNI INSTITUT ZA JAVNO ZDRAVJE [NIJZ], with legal address in Slovenia 17. INSTITUT CATALA DE LA SALUT [ICS], with legal address in Spain 18. NSOCIALSTYRELSEN [NSOCIALSTYRELSEN], with legal address in Sweden jointly or individually, referred to as “Beneficiaries” or “Beneficiary” relating to the Action entitled ‘JOINT ACTION on HEalth woRkfOrce to meet health challEngeS’ in short ‘HEROES’. hereinafter referred to as ‘Joint Action (JA)’ WHEREAS: The Parties, having considerable experience in the field concerned, have submitted a proposal for the Joint Action to the Granting Authority HaDEA as part of the EU4HEALTH Programme (2021-2027). The Parties wish to specify or supplement binding commitments among themselves in addition to the provisions of the specific Grant Agreement Project 101082296-HEROES to be signed by the Parties and the Granting Authority (hereinafter “Grant Agreement”). The Parties are aware that this Consortium Agreement is based upon the DESCA model consortium agreement. NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 1 Definitions Definitions Words beginning with a capital letter shall have the meaning defined either herein or in the Horizon Europe Regulation or in the Grant Agreement including its Annexes. Additional Definitions “Affiliated Entity” An entity affiliated to a Beneficiary by means of a legal or capital link. It has a distinct legal personality and is indicated in the Grant Agreement and in its Annexes “Associated Partner” An entity which may implement action tasks but do not need to have a capital or legal link to a Beneficiary and cost incurred by Associated Partners cannot be declared as eligible cost. The associated partners are fully named in the grant agreement.(article 9.1) “Beneficiary” means a beneficiary or beneficiaries to this Consortium Agreement, also indentified as beneficiaries to the Grant Agreement 4 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] “Consortium Body” Consortium Body means any management body described in Section 6 (Governance Structure) of this Consortium Agreement. “Consortium Plan” Consortium Plan means the description of the Action and the related agreed budget as first defined in the Grant Agreement and which may be updated by the General Assembly. “Coordinator” The terms “Coordinator” and “Coordinator Teams” (CT) will be used interchangeably, as the CT forms an integral part of the Coordinator. “Defaulting Party” Defaulting Party means a Party which the General Assembly has identified to be in breach of this Consortium Agreement and/or the Grant Agreement as specified in Section 4.2 of this Consortium Agreement. “Granting Authority” means the body awarding the grant for the Joint Action. “Force Majeure” means any one or more events beyond the reasonable control of the relevant Party which occur after the date of signing of this Consortium Agreement, were not reasonably foreseeable at the time of signing of this Consortium Agreement, and the effects of which are not capable of being overcome without unreasonable expense and/or unreasonable loss of time to the Party concerned. Force Majeure events shall include (without limitation) war, civil unrest, acts of government, natural disasters, exceptional weather conditions, legal limitations resulting from pandemic crises, breakdown or general unavailability of transport facilities, accidents, fire, explosions, and general shortages of energy. “Party” Refers to all members of the Consortium participating in the project I.e. beneficiaries, affiliated entities and associated partners. The term party is used in this Consortium Agreement for the sake of clarity. The corresponding term in the Grant Agreement is "Beneficiary “Needed” means: For the implementation of the Joint Action: Access Rights are Needed if, without the grant of such Access Rights, carrying out the tasks assigned to the recipient Party would be technically or legally impossible, significantly delayed, or require significant additional financial or human resources. For Exploitation of own Results: 5 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] Access Rights are Needed if, without the grant of such Access Rights, the Exploitation of own Results would be technically or legally impossible. “Software” Software means sequences of instructions to carry out a process in, or convertible into, a form executable by a computer and fixed in any tangible medium of expression. 2 Purpose The purpose of this Consortium Agreement is to specify with respect to the Joint Action the relationship among the Parties, in particular concerning the organisation of the work between the Parties, the management of the Joint Action and the rights and obligations of the Parties concerning inter alia liability, Access Rights and dispute resolution. 3 Entry into force, duration and termination Entry into force An entity becomes a Party to this Consortium Agreement upon signature of this Consortium Agreement by a duly authorised representative. This Consortium Agreement shall have effect from the Effective Date identified at the beginning of this Consortium Agreement. An entity becomes a new Party to the Consortium Agreement upon signature of the accession document (Attachment 2) by the new Party and the Coordinator. Such accession shall have effect from the date identified in the accession document. Duration and termination This Consortium Agreement shall continue in full force and effect until complete fulfilment of all obligations undertaken by the Parties under the Grant Agreement and under this Consortium Agreement (in both cases as eventually amended). However, this Consortium Agreement or the participation of one or more Parties to it may be terminated in accordance with the terms of this Consortium Agreement. If − the Grant Agreement is not signed by the Granting Authority or a Party, or − the Grant Agreement is terminated, or − a Party's participation in the Grant Agreement is terminated, this Consortium Agreement shall automatically terminate in respect of the affected Party/ies, subject to the provisions surviving the expiration or termination under Section 3.3 of this Consortium Agreement. Survival of rights and obligations The provisions relating to Access Rights, Dissemination and confidentiality, for the time period mentioned therein, as well as for liability, applicable law and settlement of disputes shall survive the expiration or termination of this Consortium Agreement. 6 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] Termination shall not affect any rights or obligations of a Party leaving the Joint Action incurred prior to the date of termination, unless otherwise agreed between the General Assembly and the leaving Party. This includes the obligation to provide all necessary input, deliverables and documents for the period of its participation. 4 Responsibilities of Parties General principles Each Party undertakes to take part in the efficient implementation of the Joint Action, and to cooperate, perform and fulfil, promptly and on time, all of its obligations under the Grant Agreement and this Consortium Agreement as may be reasonably required from it and in a manner of good faith as prescribed by Belgian law. Each Party undertakes to notify promptly the Granting Authority and the other Parties, in accordance with the governance structure of the Joint Action, of any significant information, fact, problem or delay likely to affect the Joint Action. Each Party shall promptly provide all information reasonably required by a Consortium Body or by the Coordinator to carry out its tasks and shall responsibly manage the access of its employees to the EU Funding & Tenders Portal. Each Party shall take reasonable measures to ensure the accuracy of any information or materials it supplies to the other Parties. Breach In the event that the General Assembly identifies a breach by a Party of its obligations under this Consortium Agreement or the Grant Agreement (e.g. improper implementation of the Joint Action), the Coordinator or, if the Coordinator is in breach of its obligations, the Party appointed by the General Assembly, will give formal notice to such Party requiring that such breach will be remedied within 30 calendar days from the date of receipt of the written notice by the Party. If such breach is substantial and is not remedied within that period or is not capable of remedy, the General Assembly may decide to declare the Party to be a Defaulting Party and to decide on the consequences thereof which may include termination of its participation. Involvement of third parties A Party that enters into a subcontract or otherwise involves third parties (including but not limited to Affiliated Entities or other Participants) in the Joint Action remains responsible for carrying out its relevant part of the Joint Action and for such third party’s compliance with the provisions of this Consortium Agreement and of the Grant Agreement. Such Party has to ensure that the involvement of third parties does not affect the rights and obligations of the other Parties under this Consortium Agreement and the Grant Agreement. Affiliated Entities 4.4.1 Legal commitment and responsibilities of the Beneficiary and Affiliated Entities The Beneficiary and its Affiliated Entities have to be identified in the Grant Agreement. 7 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] The Beneficiary is fully responsible for the implementation of the tasks assigned to its affiliated entities, from the operational and financial point of view. Therefore: The Beneficiary is responsible for being informed about any change to the situation of its Affiliated Entities and must promptly report those changes to the Coordinator. The Beneficiary is financially responsible for any amount that would have been paid as reimbursement of costs unduly declared by its Affiliated Entities. The Beneficiary has obligations in connection to its Affiliated entities, among others: Ensuring that the eligibility criteria applying to its own costs apply also to the costs incurred by its Affiliated Entities; Ensuring compliance of its Affiliated Entities with the rules applying to them on nonliability of the European Commission, absence of conflict of interest, confidentiality, visibility of the Union and evaluation, and any other applicable rule. Associated Partners 4.5.1 Legal commitment and responsibilities of the Beneficiary and Associated Partners The Beneficiary and its Associated Partners have to be identified in the Grant Agreement. The Beneficiary is fully responsible for the implementation of the tasks assigned to its Associated Partners, from the operational point of view. Therefore: The Beneficiary is responsible for being informed about any change to the situation of its Associated Partners and must promptly report those changes to the coordinator. The Beneficiary has obligations in connection to its Associated Partners, among others: Ensuring compliance of its Affiliated Entities with the rules applying to them on nonliability of the European Commission, absence of conflict of interest, confidentiality, visibility of the Union and evaluation, and any other applicable rule. As the Associated Partners are not directly linked with the Beneficiaries, the bonding within the project it is represented by the signature of this Consortium Agreement. By signing this agreement, the Associated Partners agree to comply with the obligations of the project, as set out in article 9.1 of the Grant Agreement. Specific responsibilities regarding data protection Where necessary, the Parties shall cooperate in order to enable one another to fulfil legal obligations arising under applicable data protection laws (the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation) and relevant national data protection law applicable to said Party) within the scope of the performance and administration of the Joint Action and of this Consortium Agreement. In particular, the Parties shall, where necessary, conclude a separate data processing, data sharing and/or joint controller agreement before any data processing or data sharing takes place. 8 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] 5 Liability towards each other No warranties In respect of any information or materials (incl. Results and Background) supplied by one Party to another under the Joint Action, no warranty or representation of any kind is made, given or implied as to the sufficiency or fitness for purpose nor as to the absence of any infringement of any proprietary rights of third parties. Therefore, − the recipient Party shall in all cases be entirely and solely liable for the use to which it puts such information and materials, and − no Party granting Access Rights shall be liable in case of infringement of proprietary rights of a third party resulting from any other Party (or its entities under the same control) exercising its Access Rights. Limitations of contractual liability No Party shall be responsible to any other Party for any indirect or consequential loss or similar damage such as, but not limited to, loss of profit, loss of revenue or loss of contracts, except in case of breach of confidentiality. A Party’s aggregate liability towards the other Parties collectively shall be limited to once the Party’s share of the total costs of the Joint Action as identified in Annex 2 of the Grant Agreement. A Party’s liability shall not be limited under either of the two foregoing paragraphs to the extent such damage was caused by a wilful act or gross negligence or to the extent that such limitation is not permitted by law. Damage caused to third parties Each Party shall be solely liable for any loss, damage or injury to third parties resulting from the performance of the said Party’s obligations by it or on its behalf under this Consortium Agreement or from its use of Results or Background. Force Majeure No Party shall be considered to be in breach of this Consortium Agreement if it is prevented from fulfilling its obligations under the Consortium Agreement by Force Majeure. Each Party will notify the General Assembly of any Force Majeure without undue delay. If the consequences of Force Majeure for the Joint Action are not overcome within 6 weeks after such notice, the transfer of tasks - if any - shall be decided by the General Assembly. 6 Governance structure General structure 9 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] HEROES JA Management structure The organisational structure of the consortium shall comprise the following Consortium Bodies divided in Governing and Management bodies: -Governing bodies General Assembly (GA) is the decision-making body of the consortium. GA is composed of one representative nominated by each Party and chaired by HEROES Coordinator. Policy Board (PB) The PB is a board composed by representatives of Ministries competent for health workforce planning in the Members States participating in the Joint Action HEROES. Representatives of competent authorities of the EU Member States not participating in HEROES will be invited as observers. The role of the PB will be to give input to sustainability plans from the focus of policy and to the definition of core messages to support evidence-based policy making with respect to sustainability of the Joint Action HEROES results. Steering Committee (SC). The SC is an operational body including the Coordinator Team and the WP leaders and coleaders, as a decision-making body taking care of the daily running of the project, with prerogatives regarding minor updates and effort/budget re-assignment, as well as conflict resolution. Each SC member can participate to the SC meetings with one or more representatives. Each WP leader can invite to the meetings leaders of the tasks included in the WP, based on the issues to be discussed. The Scientific Coordinator can also participate to the SC meetings. As an operational body, the SC will be in charge of the daily coordination of the project work, following progress in each of the critical areas and in the planning of tasks and activities. -Management bodies Coordinator is the legal entity acting as the intermediary between the Parties and the Granting Authority. The Coordinator shall, in addition to its responsibilities as a Party, perform the tasks assigned to it as described in the Grant Agreement and this Consortium Agreement. 10 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] Coordination Team (CT) within the JA Coordinator (AGENAS) the CT will be formed by the Programme Manager, supported by the Scientific Coordinator, the Project Manager(s) (PM), the Project officer(s) (PO) and the Financial Manager (FM) as described in the Consortium Plan. It will be responsible for the achievement of HEROES JA goals and the contractual obligations towards the European Commission, having overall oversight of the project as well as being responsible for day-to-day management. Quality Advisory Board (QAB) The QAB will be established in order to support an objective and external project evaluation, including assessment of the impact of the different activities. This Board consists of minimum five members from different experienced and respected organisations that are active in the field of (international or global) health workforce research and policy and planning. Work Packages (WP) The WP will be led by the Work Package Leader (WPL). WPL has the responsibility for day-to-day management and coordination of the activities included in its work package as defined in the work plan, implement solutions for problems, supervise Task Leaders, produce the corresponding deliverables, identify risks as early as possible and follow up on them, and report to the PM and PO about the progress achieved against that planned. WPL will be able to raise proposals to the SC regarding effort and budget redistribution and re-assignment of roles and responsibilities within its WP. WP participants will meet online at least once a month. Tasks (T) Each Work Package includes different tasks. Each task has a Task Leader (TL) which could be the same entity leading the overall Work Package or a different entity (Competent Authority or Affiliated Entity). The TL has the responsibility for day-to-day management and coordination of the activities included in its task as defined in the work plan, implement solutions to problems and collaborate with the other partners involved in the task to produce the corresponding deliverables. TL collaborates with other TLs within the WP and with the WPL for common activities and deliverables in order to guarantee consistency and overall coordination among the tasks. TL reports to the WPL about the progress achieved against that planned. General operational procedures for all Consortium Bodies 6.2.1 Representation in meetings Any Party which is appointed to take part in a Consortium Body shall designate one representative (hereinafter referred to as "Member"). Any Member: − should be present or represented at any meeting; − may appoint a substitute or a proxy to attend and vote at any meeting; and shall participate in a cooperative manner in the meetings. Work Package Leads should: − be present or represented at plenary meetings and SC meetings. − be present or represented at Work Package meetings in which they participate. − may appoint a substitute or a proxy to attend a meeting; and shall participate in a cooperative manner in the meetings. Beneficiaries, Affiliates Entities (AEs) and Associated Partners should: − be present or represented at Work Package meetings in which they participate. 11 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] − may appoint a substitute or a proxy to attend a meeting; and shall participate in a cooperative manner in the meetings 6.2.2 Preparation and organisation of meetings 6.2.2.1 Convening meetings: The chairperson of a Consortium Body shall convene meetings of that Consortium Body. Ordinary meeting Extraordinary meeting General Assembly At least once a year At any time upon request of the SC or 1/3 of the Members of the General Assembly Steering Committee At least monthly At any time upon request of any Member of the Steering Committee Quality Board At least once a year At any time upon request of the SC or 1/3 of the Members of the General Assembly Policy Board At least once a year At any time upon request of the SC or 1/3 of the Members of the General Assembly 6.2.2.2 Notice of a meeting The chairperson of a Consortium Body shall give written notice of a meeting to each Member of that Consortium Body as soon as possible and no later than the minimum number of days preceding the meeting as indicated below. Ordinary meeting Extraordinary meeting General Assembly 45 calendar days 15 calendar days Steering commeettee 7 calendar days 3 calendar days Quality Board 45 calendar days 15 calendar days Policy Board 45 calendar days 15 calendar days 6.2.2.3 Sending the agenda The chairperson of a Consortium Body shall prepare and send each Member of that Consortium Body an agenda no later than the minimum number of days preceding the meeting as indicated below. 12 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] General Assembly 21 calendar days, 10 calendar days for an extraordinary meeting Steering Committee 3 calendar days Quality Board 21 calendar days, 10 calendar days for an extraordinary meeting Policy Board 21 calendar days, 10 calendar days for an extraordinary meeting 6.2.2.4 Adding agenda items: Any agenda item requiring a decision by the Members of a Consortium Body must be identified as such on the agenda. Any Member of a Consortium Body may add an item to the original agenda by written notice to all of the other Members of that Consortium Body up to the minimum number of days preceding the meeting as indicated below. General Assembly 14 calendar days, 7 calendar days for an extraordinary meeting Steering Committee 2 calendar days Quality Board 14 calendar days, 7 calendar days for an extraordinary meeting Policy Board 14 calendar days, 7 calendar days for an extraordinary meeting 6.2.2.5 During a meeting the Members of a Consortium Body present or represented can unanimously agree to add a new item to the original agenda. 6.2.2.6 Meetings of each Consortium Body may also be held by tele- or videoconference, or other telecommunication means. 6.2.2.7 Decisions will only be binding once the relevant part of the minutes has been accepted according to Section 6.2.5.2. 6.2.2.8 Decisions without a meeting Any decision may also be taken without a meeting if 13 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] a) the Coordinator circulates to all Members of the General Assembly a suggested decision with a deadline for responses of at least 10 calendar days after receipt by a Party and b) the decision is agreed by 51 % of all Parties. The Coordinator shall inform all the Parties of the outcome of the vote. A veto according to Section 6.2.4 may be submitted up to 15 calendar days after receipt of this information. The decision will be binding after the Coordinator sends a notification to all Members. The Coordinator will keep records of the votes and make them available to the Parties on request. 6.2.3 Voting rules and quorum 6.2.3.1 Each Consortium Body shall not deliberate and decide validly in meetings unless two-thirds (2/3) of its Members are present or represented (quorum). If the quorum is not reached, the chairperson of the Consortium Body shall convene another ordinary meeting within 15 calendar days. If in this meeting the quorum is not reached once more, the chairperson shall convene an extraordinary meeting which shall be entitled to decide even if less than the quorum of Members is present or represented. 6.2.3.2 Each Member of a Consortium Body present or represented in the meeting shall have one vote. 6.2.3.3 A Party which the General Assembly has declared according to Section 4.2 to be a Defaulting Party may not vote. 6.2.3.4 Decisions shall be taken by a majority of two-thirds (2/3) of the votes cast. 6.2.4 Veto rights 6.2.4.1 A Party which can show that its own work, time for performance, costs, liabilities, intellectual property rights or other legitimate interests would be severely affected by a decision of a Consortium Body may exercise a veto with respect to the corresponding decision or relevant part of the decision. 6.2.4.2 When the decision is foreseen on the original agenda, a Party may only veto such a decision during the meeting. 14 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] 6.2.4.3 When a decision has been taken on a new item added to the agenda before or during the meeting, a Party may veto such decision during the meeting or within 15 calendar days after receipt of the draft minutes of the meeting. A Party that is not appointed to participate to a particular Consortium Body may veto a decision within the same number of calendar days after receipt of the draft minutes of the meeting. 6.2.4.4 When a decision has been taken without a meeting a Party may veto such decision within 15 calendar days after written notice by the chairperson of the outcome of the vote. 6.2.4.5 In case of exercise of veto, the Members of the related Consortium Body shall make every effort to resolve the matter which occasioned the veto to the general satisfaction of all the Parties. 6.2.4.6 A Party may neither veto decisions relating to its identification to be in breach of its obligations nor to its identification as a Defaulting Party. The Defaulting Party may not veto decisions relating to its participation and termination in the consortium or the consequences of them. 6.2.4.7 A Party requesting to leave the consortium may not veto decisions relating thereto. 6.2.5 Minutes of meetings 6.2.5.1 The chairperson of a Consortium Body shall produce minutes of each meeting which shall be the formal record of all decisions taken. He/she shall send the draft minutes to all Members within 10 calendar days of the meeting. 6.2.5.2 The minutes shall be considered as accepted if, within 15 calendar days from receipt, no Member has sent an objection by written notice to the chairperson with respect to the accuracy of the draft of the minutes by written notice. 6.2.5.3 The chairperson shall send the accepted minutes to all the Parties and to the Coordinator, who shall retain copies of them. Specific operational procedures for the Consortium Bodies 6.3.1 General Assembly In addition to the rules described in Section 0, the following rules apply: 15 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] 6.3.1.1 Members 6.3.1.1.1 The General Assembly shall consist of one representative of each Party (hereinafter General Assembly Member). 6.3.1.1.2 Each General Assembly Member shall be deemed to be duly authorised to deliberate, negotiate and decide on all matters listed in Section 6.3.1.2. of this Consortium Agreement. 6.3.1.1.3 The Coordinator shall chair all meetings of the General Assembly, unless decided otherwise in a meeting of the General Assembly. 6.3.1.1.4 The Parties agree to abide by all decisions of the General Assembly. This does not prevent the Parties from exercising their veto rights, according to Section 6.2.4.1, or from submitting a dispute to resolution in accordance with the provisions of Settlement of disputes in Section 11.8. 6.3.1.2 Decisions The General Assembly shall be free to act on its own initiative to formulate proposals and take decisions in accordance with the procedures set out herein. In addition, all proposals made by the Steering Committee shall also be considered and decided upon by the General Assembly. The following decisions shall be taken by the General Assembly: Content, finances and intellectual property rights − Proposals for changes to Annexes 1 and 2 of the Grant Agreement to be agreed by the Granting Authority − Changes to the Consortium Plan − Modifications or withdrawal of Background in Attachment 1 (Background Included) − Additions to Attachment 3 (List of Third Parties for simplified transfer according to Section 8.3.2) − [Additions to Attachment 4 (Identified entities under the same control)] Evolution of the consortium − Entry of a new Party to the Project and approval of the settlement on the conditions of the accession of such a new Party − Withdrawal of a Party from the Project and the approval of the settlement on the conditions of the withdrawal − Identification of a breach by a Party of its obligations under this Consortium Agreement or the Grant Agreement − Declaration of a Party to be a Defaulting Party − Remedies to be performed by a Defaulting Party − Termination of a Defaulting Party’s participation in the Project and measures relating thereto 16 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] − Proposal to the Granting Authority for a change of the Coordinator − Proposal to the Granting Authority for suspension of all or part of the Project − Proposal to the Granting Authority for termination of the Project and the Consortium Agreement Appointments On the basis of the Grant Agreement, the appointment if necessary of: − Steering Committee Members − External Expert Advisory Board Members 6.3.2 Steering Committee In addition to the rules in Section 6.2, the following rules shall apply: 6.3.2.1 Members The Steering Committee shall consist of the Coordinator TEAM, WP Leaders and Co-Leaders The Coordinator shall chair all meetings of the Steering Committee, unless decided otherwise by a majority of two-thirds. 6.3.2.2 Minutes of meetings Minutes of SC meetings, once accepted, shall be sent by the Coordinator to the General Assembly Members for information. 6.3.2.3 Tasks 6.3.2.3.1 The Steering Committee shall prepare the meetings, propose decisions and prepare the agenda of the General Assembly according to Section 6.3.1.2. 6.3.2.3.2 The Steering Committee shall seek a consensus among the Parties. 6.3.2.3.3 The Steering Committee shall be responsible for the proper execution and implementation of the decisions of the General Assembly. 6.3.2.3.4 The Steering Committee shall monitor the effective and efficient implementation of the Project. 6.3.2.3.5 In addition, the Steering Committee shall collect information at least every 6 months on the progress of the Project, examine that information to assess the compliance of the Project with the Consortium Plan and, if necessary, propose modifications of the Consortium Plan to the General Assembly. 17 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] 6.3.2.3.6 The Steering Committee shall: − support the Coordinator in preparing meetings with the Granting Authority and in preparing related data and deliverables − prepare the content and timing of press releases and joint publications by the consortium or proposed by the Granting Authority in respect of the procedures of the Grant Agreement Article 17 and Annex 5 Section “Communication, Dissemination, Open Science and Visibility” and of Section 8 of this Consortium Agreement. 6.3.2.3.7 In the case of abolished tasks as a result of a decision of the General Assembly, the Steering Committee shall advise the General Assembly on ways to rearrange tasks and budgets of the Parties concerned. Such rearrangement shall take into consideration any prior legitimate commitments which cannot be cancelled. Coordinator 6.4.1 The Coordinator shall be the intermediary between the Parties and the Granting Authority and shall perform all tasks assigned to it as described in the Grant Agreement and in this Consortium Agreement. 6.4.2 In particular, the Coordinator shall be responsible for: − monitoring compliance by the Parties with their obligations under this Consortium Agreement and the Grant Agreement − keeping the address list of Members and other contact persons updated and available − collecting, reviewing to verify consistency and submitting reports, other deliverables (including financial statements and related certifications) and specific requested documents to the Granting Authority − transmitting documents and information connected with the Project to any other Parties concerned − administering the financial contribution of the Granting Authority and fulfilling the financial tasks described in Section 7.2 − providing, upon request, the Parties with official copies or originals of documents that are in the sole possession of the Coordinator when such copies or originals are necessary for the Parties to present claims. If one or more of the Parties is late in submission of any Project deliverable, the Coordinator may nevertheless submit the other ’Parties’ Project deliverables and all other documents required by the Grant Agreement to the Granting Authority in time. 6.4.3 If the Coordinator fails in its coordination tasks, the General Assembly may propose to the Granting Authority to change the Coordinator. 18 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] 6.4.4 The Coordinator shall not be entitled to act or to make legally binding declarations on behalf of any other Party or of the consortium, unless explicitly stated otherwise in the Grant Agreement or this Consortium Agreement. 6.4.5 The Coordinator shall not enlarge its role beyond the tasks specified in this Consortium Agreement and in the Grant Agreement. Coordinator Team Coordination Team (CT) is composed of Programme Manager, supported by the Scientific Coordinator, the Project Manager(s), the Project officer(s) and the Financial Manager. It will be responsible for the achievement of HEROES JA goals and the contractual obligations towards the European Commission, having overall oversight of the project as well as being responsible for day-to-day management, including putting project monitoring framework in place to monitor deliverables timelines and reporting obligations as well administrative topics, such as correct financial management, meeting organisation and agendas, monitoring of timelines as well as reporting obligations. The CT meets at least every two weeks via tele- or web-conferencing in order to be updated on current issues of the project. Policy Board The Policy Board will be established and coordinated by the WP4 (Sustainability) leader with the support of WP2 (Communication; with specific reference to task 2.4, which includes managing the stakeholder forum) and WP1. Operating procedures will be prepared by WP4 leader by month 3, including other format of interactions among all the PB members and their subgroups (for example, online forum, web community etc). Policy Board discussions will address ways to reinforce the capacity of health authorities to successfully address the health system transformation and health challenges into the healthworkforce planning systems. Quality Advisory Board The Quality Advisory Board will be established and coordinated by the WP3 (Evaluation) with the support of WP1. Operating procedures will be prepared by the WP3 Leader by month 3, including other format of interactions among all the QB members. 7 Financial provisions General Principles 7.1.1 Distribution of Financial Contribution The financial contribution of the Granting Authority to the Joint Action shall be distributed by the Coordinator according to: − the Consortium Plan − the approval of reports by the Granting Authority, and − the provisions of payment in Section 7.2. 19 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] A Party shall be funded only for its tasks carried out in accordance with the Consortium Plan. 7.1.2 Justifying Costs In accordance with its own usual accounting and management principles and practices, each Beneficiary shall be solely responsible for justifying its costs with respect to the Project towards the Funding Authority. Neither the Coordinator nor any of the other Beneficiaries shall be in any way liable or responsible for such justification of costs towards the Funding Authority. Each Beneficiary will establish the necessary legal, administrative and/or operational arrangements with their Affiliated Entities to ensure the correct justification of the costs incurred. 7.1.3 To support the Beneficiaries in their reporting requirements and ensure that reporting obligations toward the Funding Authority are met timely and properly, the Coordinator may request reports additional to those already required by art.21 of the Grant Agreement at mid-term of the interim and final reporting periods.Funding Principles A Party that spends less than its allocated share of the budget as set out in the Consortium Plan or – in case of reimbursement via unit costs - implements less units than foreseen in the Consortium Plan will be funded in accordance with its units/actual duly justified eligible costs only. A Party that spends more than its allocated share of the budget as set out in the Consortium Plan will be funded only in respect of duly justified eligible costs up to an amount not exceeding that share. 7.1.4 Excess payments A Party has received excess payment a) if the payment received from the Coordinator exceeds the amount declared or b) if a Party has received payments but, within the last year of the Joint Action, its real Joint Action costs fall significantly behind the costs it would be entitled to according to the Consortium Plan. In case a Party has received excess payment, the Party has to inform the Coordinator and return the relevant amount to the Coordinator without undue delay. In case no refund takes place within 30 days upon request for return of excess payment from the Coordinator, the Party is in substantial breach of the Consortium Agreement. Amounts which are not refunded by a breaching Party and which are not due to the Granting Authority, shall be apportioned by the Coordinator to the remaining Parties pro rata according to their share of total costs of the Joint Action as identified in the Consortium Budget, until recovery from the breaching Party is possible. 7.1.5 Revenue In case a Party earns any revenue that is deductible from the total funding as set out in the Consortium Plan, the deduction is only directed toward the Party earning such revenue. The other Parties’ financial share of the budget shall not be affected by one Party’s revenue. In case the relevant revenue is more than the allocated share of the Party as set out in the Consortium Plan, the Party shall reimburse the funding reduction suffered by other Parties. 20 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] 7.1.6 Financial Consequences of the termination of the participation of a Party A Party leaving the consortium shall refund to the Coordinator any payments it has received except the amount of contribution accepted by the Granting Authority or another contributor. In addition, a Defaulting Party shall, within the limits specified in Section 5.2 of this Consortium Agreement, bear any reasonable and justifiable additional costs occurring to the other Parties in order to perform the leaving Party´s task and necessary additional efforts to fulfil them as a consequence of the Party leaving the consortium. The General Assembly should agree on a procedure regarding additional costs which are not covered by the Defaulting Party. Payments 7.2.1 Payments to Beneficiaries are the exclusive task of the Coordinator. In particular, the Coordinator shall: notify the Beneficiary concerned promptly of the date and composition of the amount transferred to its bank account, giving the relevant references perform diligently its tasks in the proper administration of any funds and in maintaining financial accounts undertake to keep the Granting Authority’s financial contribution to the Joint Action separated from its normal business accounts, its own assets and property, except if the Coordinator is a Public Body or is not entitled to do so due to statutory legislation. With reference to Article 22 of the Grant Agreement, no Party shall before the end of the Joint Action receive more than its allocated share of the maximum grant amount. The transfer of the initial pre- financing, the additional pre-financings (if any) and interim payments to Parties will be handled in accordance with Article 22.1. and Article 7 of the Grant Agreement following the payment schedule in the following paragraph 7.2.2 7.2.2 Payment schedule The payment schedule, which contains the transfer of payments to Beneficiaries, will be handled after receipt from the Funding Authority according to the following: 1.The Beneficiaries agree that the Funding Authority´s total pre-financing will be paid once the Consortium Agreement has been signed by all Beneficiaries. 2. The Coordinator will provide the payments to Beneficiaries upon presentation of a formal written request of payment by each Beneficiary, according to a format which will be provided by the Coordinator and that reflects the obligations set out in this Agreement and in the Grant Agreement. 3. Funding of costs included in the Consortium plan will be paid to Beneficiaries after receipt from the Funding Authority without unjustified delay and in conformity with the provisions of this Agreement and the Grant Agreement. Costs accepted by the Funding Authority will be paid to the Beneficiary concerned. 4. The Coordinator is entitled to withhold any payments due to a Beneficiary identified by a responsible Consortium Body to be in breach of its obligations under this Consortium Agreement or the Grant Agreement or to a Beneficiary which has not yet signed this Consortium Agreement. 21 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] 5. The Coordinator is entitled to recover any payments already paid to a Defaulting Beneficiary. The Coordinator is equally entitled to withhold payments to a Beneficiary when this is suggested by or agreed with the Funding Authority. 8 Results Ownership of Results Results are owned by the Party that generates them. Joint ownership Joint ownership is governed by Grant Agreement Article 16.4 and its Annex 5, Section Ownership of results, with the following additions: Unless otherwise agreed: − each of the joint owners shall be entitled to use their jointly owned Results for non-commercial research and teaching activities on a royalty-free basis, and without requiring the prior consent of the other joint owner(s). − each of the joint owners shall be entitled to otherwise Exploit the jointly owned Results and to grant non-exclusive licenses to third parties (without any right to sub-license), if the other joint owners are given: (a) at least 45 calendar days advance notice; and (b) fair and reasonable compensation. − Owners of software will keep all rights to it. Their employment in the Joint Action is for training purposes only and on the conditions set on attachment 1. The joint owners shall agree on all protection measures and the division of related cost in advance. Transfer of Results 8.3.1 Each Party may transfer ownership of its own Results, including its share in jointly owned Results, following the procedures of the Grant Agreement Article 16.4 and its Annex 5, Section Transfer and licensing of results, sub-section “Transfer of ownership”. 8.3.2 Each Party may identify specific third parties it intends to transfer the ownership of its Results to in Attachment (3) of this Consortium Agreement. The other Parties hereby waive their right to prior notice and their right to object to such a transfer to listed third parties according to the Grant Agreement Article 16.4 and its Annex 5, Section Transfer of licensing of results, sub-section “Transfer of ownership”, 3rd paragraph. 8.3.3 The transferring Party shall, however, at the time of the transfer, inform the other Parties of such transfer and shall ensure that the rights of the other Parties under the Consortium Agreement and the Grant Agreement will not be affected by such transfer. Any addition to Attachment (3) after signature of this Consortium Agreement requires a decision of the General Assembly. 22 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] 8.3.4 The Parties recognise that in the framework of a merger or an acquisition of an important part of its assets, it may be impossible under applicable EU and national laws on mergers and acquisitions for a Party to give at least 45 calendar days prior notice for the transfer as foreseen in the Grant Agreement. 8.3.5 The obligations above apply only for as long as other Parties still have - or still may request - Access Rights to the Results. Dissemination 8.4.1 For the avoidance of doubt, the confidentiality obligations set out in Section 10 apply to all dissemination activities described in this Section 8.4 as far as Confidential Information is involved. 8.4.2 Dissemination of own (including jointly owned) Results 8.4.2.1 During the Joint Action and for a period of 1 year after the end of the Joint Action, the dissemination of own Results by one or several Parties including but not restricted to publications and presentations, shall be governed by the procedure of Article 17.4 of the Grant Agreement and its Annex 5, Section Dissemination, subject to the following provisions. Prior notice of any planned publication shall be given to the other Parties at least 45 calendar days before the publication. Any objection to the planned publication shall be made in accordance with the Grant Agreement by written notice to the Coordinator and to the Party or Parties proposing the dissemination within 30 calendar days after receipt of the notice. If no objection is made within the time limit stated above, the publication is permitted. 8.4.2.2 An objection is justified if a) the protection of the objecting Party's Results or Background would be adversely affected, or b) the objecting Party's legitimate interests in relation to its Results or Background would be significantly harmed, or c) the proposed publication includes Confidential Information of the objecting Party. The objection has to include a precise request for necessary modifications. 8.4.2.3 If an objection has been raised the involved Parties shall discuss how to overcome the justified grounds for the objection on a timely basis (for example by amendment to the planned publication and/or by protecting information before publication) and the objecting Party shall not unreasonably continue the opposition if appropriate measures are taken following the discussion. 23 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] 8.4.2.4 The objecting Party can request a publication delay of not more than 90 calendar days from the time it raises such an objection. After 90 calendar days the publication is permitted, provided that the objections of the objecting Party have been addressed. 8.4.3 Dissemination of another Party’s unpublished Results or Background A Party shall not include in any dissemination activity another Party's Results or Background without obtaining the owning Party's prior written approval, unless they are already published. 8.4.4 Cooperation obligations The Parties undertake to cooperate to allow the timely submission, examination, publication and defense of any dissertation or thesis for a degree that includes their Results or Background subject to the confidentiality and publication provisions agreed in this Consortium Agreement. 8.4.5 Use of names, logos or trademarks Nothing in this Consortium Agreement shall be construed as conferring rights to use in advertising, publicity or otherwise the name of the Parties or any of their logos or trademarks without their prior written approval. 9 Access Rights Background included 9.1.1 In Attachment 1, the Parties have identified and agreed on the Background for the Joint Action and have also, where relevant, informed each other that Access to specific Background is subject to legal restrictions or limits. Anything not identified in Attachment 1 shall not be the object of Access Right obligations regarding Background. For the avoidance of doubt, Background provided by a Party to the others for use in the Joint Action, will remain the property of the Party that owns it. 9.1.2 Any Party may add additional Background to Attachment 1 during the Joint Action provided they give written notice to the other Parties. However, approval of the General Assembly is needed should a Party wish to modify or withdraw its Background in Attachment 1. General Principles 9.2.1 Each Party shall implement its tasks in accordance with the Consortium Plan and shall bear sole responsibility for ensuring that its acts within the Joint Action do not knowingly infringe third party property rights. 24 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] 9.2.2 Any Access Rights granted exclude any rights to sublicense unless expressly stated otherwise. 9.2.3 Access Rights shall be free of any administrative transfer costs. 9.2.4 Access Rights are granted on a non-exclusive basis. 9.2.5 Results and Background shall be used only for the purposes for which Access Rights to it have been granted. 9.2.6 All requests for Access Rights shall be made in writing. The granting of Access Rights may be made conditional on the acceptance of specific conditions aimed at ensuring that these rights will be used only for the intended purpose and that appropriate confidentiality obligations are in place. 9.2.7 The requesting Party must show that the Access Rights are Needed. Access Rights for implementation Access Rights to Results and Background Needed for the performance of the own work of a Party under the Joint Action shall be granted on a royalty-free basis, unless otherwise agreed for Background in Attachment 1. Access Rights for Exploitation 9.4.1 Access Rights to Results Access Rights to Results if Needed for Exploitation of a Party's own Results shall be granted on Fair and Reasonable conditions. Access rights to Results for internal research and for teaching activities shall be granted on a royalty- free basis. 9.4.2 Access Rights to Background if Needed for Exploitation of a Party’s own Results, shall be granted on Fair and Reasonable conditions. 9.4.3 A request for Access Rights may be made up to twelve months after the end of the Joint Action or, in the case of Section 9.7.2.1.2, after the termination of the requesting Party’s participation in the Joint Action. 25 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] Access Rights for entities under the same control Entities under the same control have Access Rights under the conditions of the Grant Agreement Article 16.4 and its Annex 5, Section "Access rights to results and background”, sub-section “Access rights for entities under the same control” if they are identified in Attachment to this Consortium Agreement]. Such Access Rights must be requested by the entity under the same control from the Party that holds the Background or Results. Alternatively, the Party granting the Access Rights may individually agree with the Party requesting the Access Rights to have the Access Rights include the right to sublicense to the latter's entity under the same control [listed in Attachment 4]. Access Rights to an entity under the same control shall be granted on Fair and Reasonable conditions and upon written bilateral agreement. Entities under the same control which obtain Access Rights in return fulfil all confidentiality obligations accepted by the Parties under the Grant Agreement or this Consortium Agreement as if such entities were Parties. Access Rights may be refused to entities under the same control if such granting is contrary to the legitimate interests of the Party which owns the Background or the Results. Access Rights granted to any entity under the same control are subject to the continuation of the Access Rights of the Party with whom it is under the same control, and shall automatically terminate upon termination of the Access Rights granted to such Party. Upon cessation of the status as an entity under the same control, any Access Rights granted to such former entity under the same control shall lapse. Further arrangements with entities under the same control may be negotiated in separate agreements. Additional Access Rights For the avoidance of doubt any grant of Access Rights not covered by the Grant Agreement or this Consortium Agreement shall be at the absolute discretion of the owning Party and subject to such terms and conditions as may be agreed between the owning and receiving Parties. Access Rights for Parties entering or leaving the consortium 9.7.1 New Parties entering the consortium As regards Results developed before the accession of the new Party, the new Party will be granted Access Rights on the conditions applying for Access Rights to Background. 9.7.2 Parties leaving the consortium 9.7.2.1 Access Rights granted to a leaving Party 9.7.2.1.1 Defaulting Party Access Rights granted to a Defaulting Party and such Party's right to request Access Rights shall cease immediately upon receipt by the Defaulting Party of the formal notice of the decision of the General Assembly to terminate its participation in the consortium. 26 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] 9.7.2.1.2 Non-defaulting Party A non-defaulting Party leaving voluntarily and with the other Parties' consent shall have Access Rights to the Results developed until the date of the termination of its participation. It may request Access Rights within the period of time specified in Section 9.4.3. 9.7.2.2 Access Rights to be granted by any leaving Party Any Party leaving the Joint Action shall continue to grant Access Rights pursuant to the Grant Agreement and this Consortium Agreement as if it had remained a Party for the whole duration of the Joint Action. Specific Provisions for Access Rights to Software For the avoidance of doubt, the general provisions for Access Rights provided for in this Section 9 are applicable also to Software. Parties’ Access Rights to Software do not include any right to receive source code or object code ported to a certain hardware platform or any right to receive respective Software documentation in any particular form or detail, but only as available from the Party granting the Access Rights. 10 Non-disclosure of information All information in whatever form or mode of communication, which is disclosed by a Party (the “Disclosing Party”) to any other Party (the “Recipient”) in connection with the Joint Action during its implementation and which has been explicitly marked as “confidential” at the time of disclosure, or when disclosed orally has been identified as confidential at the time of disclosure and has been confirmed and designated in writing within 15 calendar days from oral disclosure at the latest as confidential information by the Disclosing Party, is “Confidential Information”. The Recipients hereby undertake in addition and without prejudice to any commitment on non-disclosure under the Grant Agreement, for a period of 5 years after the end of the Joint Action: − not to use Confidential Information otherwise than for the purpose for which it was disclosed; − not to disclose Confidential Information without the prior written consent by the Disclosing Party; − to ensure that internal distribution of Confidential Information by a Recipient shall take place on a strict need-to-know basis; and − to return to the Disclosing Party, or destroy, on request all Confidential Information that has been disclosed to the Recipients including all copies thereof and to delete all information stored in a machine-readable form to the extent practically possible. The Recipients may keep a copy to the extent it is required to keep, archive or store such Confidential Information because of compliance with applicable laws and regulations or for the proof of on-going obligations provided that the Recipient complies with the confidentiality obligations herein contained with respect to such copy. 27 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] The Recipients shall be responsible for the fulfilment of the above obligations on the part of their employees or third parties involved in the Joint Action and shall ensure that they remain so obliged, as far as legally possible, during and after the end of the Joint Action and/or after the termination of the contractual relationship with the employee or third party. The above shall not apply for disclosure or use of Confidential Information, if and in so far as the Recipient can show that: − the Confidential Information has become or becomes publicly available by means other than a breach of the Recipient’s confidentiality obligations; − the Disclosing Party subsequently informs the Recipient that the Confidential Information is no longer confidential; − the Confidential Information is communicated to the Recipient without any obligation of confidentiality by a third party who is to the best knowledge of the Recipient in lawful possession thereof and under no obligation of confidentiality to the Disclosing Party; − the disclosure or communication of the Confidential Information is foreseen by provisions of the Grant Agreement; − the Confidential Information, at any time, was developed by the Recipient completely independently of any such disclosure by the Disclosing Party; − the Confidential Information was already known to the Recipient prior to disclosure, or − the Recipient is required to disclose the Confidential Information in order to comply with applicable laws or regulations or with a court or administrative order, subject to the provision Section 10.7 hereunder. The Recipient shall apply the same degree of care with regard to the Confidential Information disclosed within the scope of the Joint Action as with its own confidential and/or proprietary information, but in no case less than reasonable care Each Recipient shall promptly inform the relevant Disclosing Party by written notice of any unauthorised disclosure, misappropriation or misuse of Confidential Information after it becomes aware of such unauthorised disclosure, misappropriation or misuse. If any Recipient becomes aware that it will be required, or is likely to be required, to disclose Confidential Information in order to comply with applicable laws or regulations or with a court or administrative order, it shall, to the extent it is lawfully able to do so, prior to any such disclosure − notify the Disclosing Party, and − comply with the Disclosing Party’s reasonable instructions to protect the confidentiality of the information. 28 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] 11 Miscellaneous Attachments, inconsistencies and severability This Consortium Agreement consists of this core text and: − Attachment 1 (Background included) − Attachment 2 (Accession document) − Attachment 3 (List of third parties for simplified transfer according to Section 8.3.2) − Attachment 4 (Identified entities under the same control) In case the terms of this Consortium Agreement are in conflict with the terms of the Grant Agreement, the terms of the latter shall prevail. In case of conflicts between the attachments and the core text of this Consortium Agreement, the latter shall prevail. Should any provision of this Consortium Agreement become invalid, illegal or unenforceable, it shall not affect the validity of the remaining provisions of this Consortium Agreement. In such a case, the Parties concerned shall be entitled to request that a valid and practicable provision be negotiated that fulfils the purpose of the original provision. No representation, partnership or agency Except as otherwise provided in Section Errore. L'origine riferimento non è stata trovata., no Party shall be entitled to act or to make legally binding declarations on behalf of any other Party or of the consortium. Nothing in this Consortium Agreement shall be deemed to constitute a joint venture, agency, partnership, interest grouping or any other kind of formal business grouping or entity between the Parties. Formal and written notices Any notice to be given under this Consortium Agreement shall be addressed to the recipients as listed in the most current address list kept by the Coordinator. Any change of persons or contact details shall be immediately communicated to the Coordinator by written notice. The address list shall be accessible to all Parties. Formal notices: If it is required in this Consortium Agreement (Sections 4.2, 9.7.2.1.1, and 11.4) that a formal notice, consent or approval shall be given, such notice shall be signed by an authorised representative of a Party and shall either be served personally or sent by mail with recorded delivery with acknowledgement of receipt. Written notice: Where written notice is required by this Consortium Agreement, this is fulfilled also by other means of communication such as e-mail with acknowledgement of receipt. 29 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] Assignment and amendments Except as set out in Section 8.3, no rights or obligations of the Parties arising from this Consortium Agreement may be assigned or transferred, in whole or in part, to any third party without the other Parties’ prior formal approval. Amendments and modifications to the text of this Consortium Agreement not explicitly listed require a separate written agreement to be signed between all Parties. Mandatory national law Nothing in this Consortium Agreement shall be deemed to require a Party to breach any mandatory statutory law under which the Party is operating. Language This Consortium Agreement is drawn up in English, which language shall govern all documents, notices, meetings, arbitral proceedings and processes relative thereto. Applicable law This Consortium Agreement shall be construed in accordance with and governed by the laws of Belgium excluding its conflict of law provisions. Settlement of disputes The Parties shall endeavour to settle their disputes amicably. All disputes arising out of or in connection with this Consortium Agreement, which cannot be solved amicably, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration shall be Brussels if not otherwise agreed by the conflicting Parties. The award of the arbitration will be final and binding upon the Parties. Nothing in this Consortium Agreement shall limit the Parties' right to seek injunctive relief in any applicable competent court. 12 Signatures AS WITNESS: The Parties have caused this Consortium Agreement to be duly signed by the undersigned authorised representatives in separate signature pages the day and year first above written. As for the 4. Paragraph this document will be signed by the authorised representatives of each Beneficiary and also by the Associated Partners authorised representatives 30 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] Agenzia Nazionale per i Servizi Sanitari Regionali (AGE.NA.S.) Signature(s) Name(s) ENRICO COSCIONI Title(s) President Date 31 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] ORSZAGOS KORHAZI FOIGAZGATOSAG [OKFO Signature(s) Name(s) dr. Zoltán Jenei Title(s) Director General Date 32 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] SCIENSANO [Sciensano] Signature(s) Name(s) Christian Léonard Title(s) Prof. Dr. Date 33 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] HRVATSKI ZAVOD ZA JAVNO ZDRAVSTVO [CIPH] Signature(s) Name(s) Assoc. Prof. Krunoslav Capak, MD, PhD Title(s) Director-General Date 34 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] MINISTERSTVO ZDRAVOTNICTVI CESKEREPUBLIKY [MZCR] Signature(s) Name(s) Vlastimil Válek Title(s) Mr Date 35 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] SOTSIAALMINISTEERIUM [MSAE] Signature(s) Name(s) Mr Maarjo Mändmaa Title(s) Date 36 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] ORGANISMOS DIASFALISIS TIS POIOTITASSTIN YGEIA ANONYMI ETAIREIA [ODIPY] Signature(s) Name(s) Vassilis Balanis, Title(s) CEO Date 37 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] LIETUVOS RESPUBLIKOS SVEIKATOSAPSAUGOS MINISTERIJA [SAM] Signature(s) Name(s) Diana Smaliukaitė, Title(s) Head of the Health Workforce Policy Division. Date 38 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] Ministry for Health - Government of Malta [MFH] Signature(s) Name(s) MR. JOSEPH CHETCUTI, Title(s) PERMANENT SECRETARY, MINISTRY FOR HEALTH Date 39 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] STICHTING NEDERLANDS INSTITUUT VOORONDERZOEK VAN DE GEZONDHEIDSZORG [NIVEL] Signature(s) Name(s) Prof. dr. Cordula Wagner Title(s) Director Date 40 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] HELSEDIREKTORATET [HDIR] Signature(s) Name(s) Nina Aulie Title(s) Director Date 41 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] THE MINISTRY OF HEALTH OF THE REPUBLICOF POLAND [MZ] Signature(s) Name(s) Agata Śmiglewska Title(s) Analyzes and Strategy Department Director, Ministry of Health Republic of Poland Date 42 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] ADMINISTRACAO CENTRAL DO SISTEMADESAUDE IP [ACSS] Signature(s) Name(s) Victor Herdeiro Title(s) President of Executive Board Date 43 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] MINISTERUL SANATATII [MS], Signature(s) Name(s) Ms. Conf. Dr. Adriana Pistol Title(s) Secretary of State on behalf of the Minister of Health, Mr. Prof. Univ. Dr. Alexandru Rafila. Date 44 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] MINISTERSTVO ZDRAVOTNICTVASLOVENSKEJ REPUBLIKY [SK MoH] Signature(s) Name(s) MUDr. Vladimír Lengvarský, Title(s) MPH, Minister, Ministry of Health of the Slovak Republic Date 45 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] NACIONALNI INSTITUT ZA JAVNO ZDRAVJE [NIJZ] Signature(s) Name(s) Branko Gabrovec, PhD, Asst. Prof. Title(s) General Director Date 46 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] INSTITUT CATALA DE LA SALUT [ICS] Signature(s) Name(s) YOLANDA LEJARDI ESTÉVEZ Title(s) Managing Directer Date 47 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] NSOCIALSTYRELSEN [NSOCIALSTYRELSEN] Signature(s) Name(s) Lena Hellberg Title(s) Head of Unit National Board of Health and Welfare Date 48 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] REGIONE MARCHE (MARCHE REGION) Signature(s) Name(s) Dott. Filippo Masera Title(s) Head of Healthcare Department Date 49 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] Federazione nazionale Ordini dei Tecnici sanitari radiologia medica e delle professioni sanitarie tecniche, della riabilitazione e della prevenzione [TSRMPSTRP] Signature(s) Name(s) Teresa Calandra Title(s) President Date 50 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] COMITE PERMANENT DES MEDECINS EUROPEENS AISBL [CPME] Signature(s) Name(s) Sarada Das Title(s) Secretary General Date 51 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] AZIENDA ULSS 4 VENETO ORIENTALE [PROMIS] Signature(s) Name(s) FILIPPI MAURO Title(s) General Director Date 52 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] MINISTERO DELLA SALUTE - MdS Signature(s) Name(s) Rossana Ugenti Title(s) Director-General for Health Work Force and Human Resources, National Health Service Date 53 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] TERVISE ARENGU INSTITUUT [TAI] Signature(s) Name(s) Ms Annika Veimer Title(s) Director Date 54 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] TERVISE JA HEAOLU INFOSÜSTEEMIDE KESKUS [HaWIS] Signature(s) Name(s) Mr Margus Arm Title(s) Director Date 55 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] HEALTH BOARD TERVISEAMET [HB] Signature(s) Name(s) Ms Birgit Lao Title(s) Director General Date 56 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] World Health Organization Regional Office for Europe [WHO] Signature(s) Name(s) Title(s) Date 57 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] EUROPEAN HEALTH MANAGEMENT ASSOCIATION [EHMA] Signature(s) Name(s) George Valiotis Title(s) Executive Director Date 58 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] BUNDESINSTITUT FUR BERUFSBILDUNG [BIBB] Signature(s) Name(s) Johanna Mölls Title(s) Head of Legal Affairs, Organisational Development, Office of the Board. Date 59 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] BUNDESMINISTERIUM FUER GESUNDHEIT [BMG] Signature(s) Name(s) Karen Alnor, Title(s) Head of Unit “General Aspects of Health Policy” Date 60 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] Attachment 1: Background included According to the Grant Agreement (Article 16.1) Background is defined as “data, know-how or information (…) that is (…) needed to implement the Action or exploit the results”. Because of this need, Access Rights have to be granted in principle, but Parties must identify and agree amongst them on the Background for the Joint Action. This is the purpose of this attachment. PARTY 1 As to AGENAS it is agreed between the Parties that, to the best of their knowledge, the following Background is hereby identified and agreed upon for the Joint Action. Specific limitations and/or conditions, shall be as mentioned hereunder: Describe Background Specific restrictions and/or Specific restrictions and/or conditions for implementation conditions for Exploitation (Article 16.4 Grant Agreement (Article 16.4 Grant and its Annex 5, Section Agreement and its Annex 5, “Access rights to results and Section “Access rights to background”, sub-section results and background”, “Access rights to background sub-section “Access rights and results for implementing for exploiting the results”) the Action”) From ISTAT: Data on resident No restriction. Data available No restriction. Data available population by age, gender and online. online. territory (at most municipality) From ISTAT: Data on No restriction. Data available No restriction. Data available population forecasts by age, online. online. gender and region From ISTAT: Data on labor Free access to aggregated data. Free access to aggregated force survey Access to microdata is restricted data. Access to microdata is to persons authorized to deal restricted to persons personal data. authorized to deal personal data. Option 2: No data, know-how or information of NSOCIALSTYRELSEN is Needed by another Party for implementation of the Joint Action (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). Option 2: No data, know-how or information of SOTSIAALMINISTEERIUM (MSAE) is Needed by another Party for implementation of the Joint Action (Article 16.1 and its Annex 5 Grant Agreement, 61 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). Option 2: No data, know-how or information of ORSZAGOS KORHAZI FOIGAZGATOSAG [OKFO], is Needed by another Party for implementation of the Joint Action (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). Option 2: No data, know-how or information of SCIENSANO is Needed by another Party for implementation of the Joint Action (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). Option 2: No data, know-how or information of MINISTERSTVO ZDRAVOTNICTVI CESKEREPUBLIKY (MZCR) is Needed by another Party for implementation of the Joint Action (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). Option 2: No data, know-how or information of ORGANISMOS DIASFALISIS TIS POIOTITASSTIN YGEIA ANONYMI ETAIREIA [ODIPY], is Needed by another Party for implementation of the Joint Action (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub- section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). Option 2: No data, know-how or information of [HRVATSKI ZAVOD ZA JAVNO ZDRAVSTVO] is Needed by another Party for implementation of the Joint Action (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). Option 2: No data, know-how or information of LIETUVOS RESPUBLIKOS SVEIKATOSAPSAUGOS MINISTERIJA [SAM], is Needed by another Party for implementation of the Joint Action (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). Option 2: No data, know-how or information of Ministry for Health - Government of Malta [MFH], is Needed by another Party for implementation of the Joint Action (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). 62 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] Option 2: No data, know-how or information of STICHTING NEDERLANDS INSTITUUT VOORONDERZOEK VAN DE GEZONDHEIDSZORG [NIVEL], is Needed by another Party for implementation of the Joint Action (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). Option 2: No data, know-how or information of HELSEDIREKTORATET [HDIR], is Needed by another Party for implementation of the Joint Action (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). Option 2: No data, know-how or information of THE MINISTRY OF HEALTH OF THE REPUBLIC OF POLAND is Needed by another Party for implementation of the Joint Action (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). Option 2: No data, know-how or information of ADMINISTRACAO CENTRAL DO SISTEMA DE SAUDE IP [ACSS], is Needed by another Party for implementation of the Joint Action (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). Option 2: No data, know-how or information of MINISTERUL SANATATII (MS) is Needed by another Party for implementation of the Joint Action (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). Option 2: No data, know-how or information of MINISTERSTVO ZDRAVOTNICTVASLOVENSKEJ REPUBLIKY (SK) is Needed by another Party for implementation of the Joint Action (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub- section “Access rights for exploiting the results”). Option 2: No data, know-how or information of NACIONALNI INSTITUT ZA JAVNO ZDRAVJE (NIJZ) is Needed by another Party for implementation of the Joint Action (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). Option 2: No data, know-how or information of INSTITUT CATALA DE LA SALUT [ICS], is Needed by another Party for implementation of the Joint Action (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results 63 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). Option 2: No data, know-how or information of REGIONE MARCHE is Needed by another Party for implementation of the Joint Action (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). Option 2: No data, know-how or information of TSRMPSTRP is Needed by another Party for implementation of the Joint Action (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). Option 2: No data, know-how or information of CPME is Needed by another Party for implementation of the Joint Action (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). Option 2: No data, know-how or information of PROMIS is Needed by another Party for implementation of the Joint Action (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). Option 2: No data, know-how or information of MDS ITALY is Needed by another Party for implementation of the Joint Action (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). Option 2: No data, know-how or information of TAI TERVISE ARENGU INSTITUUT is Needed by another Party for implementation of the Joint Action (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). Option 2: No data, know-how or information of HaWIS is Needed by another Party for implementation of the Joint Action (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). Option 2: No data, know-how or information of HEALTH BOARD HB is Needed by another Party for implementation of the Joint Action (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). Option 2: No data, know-how or information of WHO Europe is Needed by another Party for implementation of the Joint Action (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). 64 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] Option 2: No data, know-how or information of EHMA is Needed by another Party for implementation of the Joint Action (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). Option 2: No data, know-how or information of BIBB is Needed by another Party for implementation of the Joint Action (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). Option 2: No data, know-how or information of BMG is Needed by another Party for implementation of the Joint Action (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights to background and results for implementing the action”) or Exploitation of that other Party’s Results (Article 16.1 and its Annex 5 Grant Agreement, Section “Access rights to results and background”, sub-section “Access rights for exploiting the results”). This represents the status at the time of signature of this Consortium Agreement. 65 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] Attachment 2: Accession document ACCESSION of a new Party to [Acronym of the Joint Action] Consortium Agreement, version […, YYYY-MM-DD] [OFFICIAL NAME OF THE NEW PARTY AS IDENTIFIED IN THE Grant Agreement] hereby consents to become a Party to the Consortium Agreement identified above and accepts all the rights and obligations of a Party starting [date]. [OFFICIAL NAME OF THE COORDINATOR AS IDENTIFIED IN THE Grant Agreement] hereby certifies that the consortium has accepted in the meeting held on [date] the accession of [the name of the new Party] to the consortium starting [date]. This Accession document has been done in 2 originals to be duly signed by the undersigned authorised representatives. [Date and Place] [INSERT NAME OF THE NEW PARTY] Signature(s) Name(s) Title(s) [Date and Place] [INSERT NAME OF THE COORDINATOR] Signature(s) Name(s) Title(s) 66 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] Attachment 3: List of third parties for simplified transfer according to Section 8.3.2. 67 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] Attachment 4 Identified entities under the same control List of Affiliates Entities participating in the project, including complete name, short name and PIC number. 1.1 UNIVERSITA CATTOLICA DEL SACRO CUORE (UCSC) - IT - 999915771 1.2 REGIONE EMILIA ROMAGNA (REM) - IT - 999482375 1.3 ISTITUTO NAZIONALE DI STATISTICA (ISTAT) - IT- 994301993 2.1 SEMMELWEIS EGYETEM (SU) - HU - 999860675 3.1 SERVICE PUBLIC FEDERAL SANTEPUBLIQUE, SECURITE DE LA CHAINEALIMENTAIRE ET ENVIRONNEMENT (BHTC) - BE - 998853815 5.1 National center of nursing and other healthcareprofession in Brno (NCONZO) - CZ - 939882665 5.2 UZISUSTAV ZDRAVOTNICKYCH INFORMACI A STATISTIKY CESKE REPUBLIKY CZ 920415929 5.3 UNIVERZITA KARLOVA (UK) - CZ - 999923434 7.1 ETHNIKO KAI KAPODISTRIAKOPANEPISTIMIO ATHINON (NKUA) - EL - 999643007 8.1 VALSTYBINE LIGONIU KASA PRIESVEIKATOS APSAUGOS MINISTERIJOS (VLK ) LT - 934679973 8.2 VALSTYBINE AKREDITAVIMO SVEIKATOSPRIEZIUROS VEIKLAI TARNYBA PRIESVEIKATOS APSAUGOS MINISTERIJOS (VASPVT) - LT - 924190587 11.1 STATISTISK SENTRALBYRAA (SSB) - NO - 999456379 13.1 UNIVERSIDADE NOVA DE LISBOA (UNL) - PT - 960782479 14.1 DIRECTIA DE SANATATE PUBLICA AJUDETULUI MURES (ASPMS) - RO - 887996783 14.2 UNIVERSITATEA DE MEDICINA, FARMACIE,STIINTE SI TEHNOLOGIE "GEORGE EMILPALADE" DIN TARGU MURES (UMFTGM) - RO - 930012818 17.1 FUNDACION INSTITUTO DE INVESTIGACIONMARQUES DE VALDECILLA (IDIVAL) - ES - 946556944 17.2 SERVICIO MURCIANO DE SALUD (SMS) - ES - 934953804 17.3 ESCUELA ANDALUZA DE SALUD PUBLICASA (EASP) - ES - 999859996 18.1 STATISTISKA CENTRALBYRAN (SCB) - SE - 995812089 18.2 UNIVERSITETSKANSLERAMBETET (UKA) - SE - 932083768 ASSOCIATED PARTNERS 19 REGIONE MARCHE (MARCHE REGION) - IT – 986340233 68 / 69  [HEROES] Consortium Agreement, version [3], [28/02/2023] 20 TSRMPSTRP Federazione nazionale Ordini dei Tecnici sanitari radiologia medica e delle professioni sanitarie tecniche, della riabilitazione e della prevenzione - IT - 888104647 21 CPME COMITE PERMANENT DES MEDECINS EUROPEENS AISBL - BE - 988844094 22 PROMIS AZIENDA ULSS 4 VENETO ORIENTALE- IT - 953342870 23 MdS MINISTERO DELLA SALUTE - IT - 999531942 24 TAI TERVISE ARENGU INSTITUUT – EE - 997543539 25 HaWIS TERVISE JA HEAOLU INFOSÜSTEEMIDE KESKUS – EE - 895885405 26 HEALTH BOARD HB TERVISEAMET – EE - 933659727 27 WHO World Health Organization Regional Office for Europe - DK - 887919571 28 EHMA EUROPEAN HEALTH MANAGEMENT ASSOCIATION – BE - 912703944 29 BIBB BUNDESINSTITUT FUR BERUFSBILDUNG - DE- 954318690 30 BMG BUNDESMINISTERIUM FUER GESUNDHEIT - DE - 998954889 69 / 69