MEMBERSHIP AGREEMENT
For the contract IST-2001-35461 MINERVA

A membership agreement is hereby conclude between:

Ministero per i Beni e le Attività Culturali - MBAC (“the principal contractor”), established in Italy,
of the one part, and
[Name of member] [acronym], ("the member") established in [name of state], of the other part,
(collectively "the parties") represented by their legal/statutory/authorised representatives.

In the framework of the specific programme for research, technological development and demonstration on a user-friendly information society (1998-2002), (the "IST Programme"), the principal contractor conclude contract No IST-2001-35461  on 28th February 2002 to realise a thematic network entitled Minerva, (“the basic contract").

The basic contract is incorporated in this membership agreement as Annex A.

IN THE LIGHT OF THE FOREGOING, THE PARTIES HAVE AGREED AS FOLLOWS:

Article 1 - Subject matter of the membership agreement
The purpose of this membership agreement is to enable the member to contribute, together with the principal contractor, to the implementation of the provisions of the basic contract in accordance with the conditions provided for in this agreement.

Article 2 - Conditions
The parties to the membership agreement shall be bound mutatis mutandis by the conditions of the basic contract and its Annexes which are an integral part of the agreement (Annex A), with the exception of those provisions of the basic contract which concern only the principal contractor.

Article 3 - Scope
1 -	The member shall perform his share of the work pursuant to this membership agreement in compliance with the requirements of Annex I to the basic contract.  The member shall cooperate with the principal contractor in order to ensure the efficient management of the project.  He shall, in particular, provide the principal contractor with the information that the project manager requires in order to carry out his duties.
2.	The work carried out by the project member may be the subject of a technical audit in accordance with Article 22 of Annex II to the basic contract.

Article 4 - Payments
1 .	The Community's financial contribution shall be paid to the member by the principal contractor without undue delay after receipt of the Community's financial contribution, in accordance with Article 3 of the basic contract and the related conditions.
2.	Costs shall be charged by the project member in accordance with Articles 17 to 20 of Annex II to the basic contract, the indications in the indicative table of estimated eligible costs which follows the signatures to the basic contract and this membership agreement.  Those costs may be the subject of a financial audit by the Commission or the Court of Auditors in accordance with Article 21 of Annex II to the basic contract.

Article 5 - Entry into force of-the membership agreement
Subject to signature of the membership agreement on behalf of the parties within three months of the date of commencement of the basic contract, the agreement shall enter into force retroactively from the date of commencement of the basic contract. lf the membership agreement is signed on behalf of the parties three months after the date of commencement of the basic contract, the agreement shall enter into force from the date of the last signature.

Article 6 - Completion, expiry or termination of the membership agreement
1.	The work to be performed under the membership agreement shall be 1 deemed to be completed on the date of approval by the Commission of the tasks to be performed by the member under Annex I to the basic contract.
2.	The membership agreement shall automatically terminate on the date of completion or termination of the basic contract.
3.	The principal contractor may, with the written agreement of the Commission, or shall, at the written request of the Commission, immediately terminate the participation of the member if he fails to meet in full his contractual obligations pursuant to the basic contract or this membership agreement.  The principal contractor shall determine, in a letter sent to the member, the period of notice, which shall not exceed one month from the date of receipt of that letter.
4. 	Each party may terminate this agreement subject to two months' written notice.

Article 7 - Applicable law and jurisdiction
1.	The law of Luxembourg shall govern this membership agreement.
2. 	The Court of First Instance of the European Communities and, in the case of any appeal, the Court of Justice of the European Communities shall have sole jurisdiction to hear any dispute between the parties, as regards the validity, the application or any interpretation of this agreement.
Article 8 - Amendments
The membership agreement may be amended, with the prior written authorisation of the Commission, only by written agreement between the authorised representatives of the parties.

Article 9 - Final provisions
1 . 	The following Annexes are an integral part of this agreement:
Annex A: Basic contract
2.	The agreement shall be signed by the parties in two copies in English and only that language version shall be authentic.

For the parties						Signature and title		Date

1.	Francesco Sicilia					……………………		……………

2.	Name of member					……………………		……………