——— question: “6th resignation. Clarification: the management of the consortium may itself be a failing party. Answer: According to the TCA, any member of the consortium (including the consortium`s governing organization) could be a defaulting party. Consortium members are free to include termination clauses in their ASAs. [CA]. ——— question: “We are surprised that the draft consortium agreement is not a delivery-oriented agreement between the parties – the consortium (as `seller`) and SKAO (as `customer`) – to provide the xxxx (`product`) working package). Answer: The Memorandum of Understanding is a supply-oriented agreement, with specific services adapted to the work package and defined in the annexed specifications. [MoU]. ——— question: “The lead organization of the consortium must be located in one of the full member countries in order to guarantee, in the absence of cash flow, a (indirect) management mechanism for the SKA Board of Directors. We have not seen that this was explicitly established in the draft treaty (nor in the draft RfP document, in the absence of a document.

Answer: The SKA organization agrees that the main members of the consortium must reside in a full member country. The MoU requires this to be the case. [MoU]. ——— question: “14. Diverse. 14.3. Does the Contracts (Rights of Third Parties) Act 1999 apply outside the United Kingdom? Answer: The agreement is governed by English law, regardless of the nationality of the parties, so the provision applies outside the UK. There is no equivalent provision in the MoU.

[CA]. ——— question: “The reason for a consortium agreement, including SKAO, is that VAT issues relating to intellectual property will then be satisfactorily covered. Can this aspect not be the subject of a separate agreement on intellectual property, with a second internal agreement between the members of the consortium, which governs their joint activities? Consortia have a responsibility to provide products with minimal instruction from SKAO and, to be consistent, it can be argued that the SKA organization should also entrust them with the responsibility of managing their own affairs. “Answer: The reason for the statement of intent is to ensure that there is an appropriate relationship between the SKA organisation and the consortium members, defining their respective roles and obligations, including all obligations and their formal acceptance of the IP Directive. [MoU]. Consortium members must create a certification body to manage their own business. The SKA organization will not be a party to such CAs. [CA]. ——— question: “11th governance. 11.1 Is the WP Director the same as the WP Director? There is no definition of managers. Question: “11th governance.

11.1 (a) (ii) Work Package Manager: this is not yet defined, it is necessary to clarify this point. Is he the head of the work set? Question: “11th governance. 11.1. This is contrary to Article 7, which provides that the tasks assigned to the work package manager shall be identical to those of the head of the working consortium. It is supposed to be the leader of the WP consortium. A similar inconsistency exists between the RfP document, section 6, first enumeration point, and the document “Declaration of work”, section 4.1, point 2. Answer: The declaration of work requires a “Consortium Project Manager” as a single interlocutor with the SKA organization. . . .