"Integrated Circuit Materials Industry Technology Innovation Alliance Agreement" (Second Amendment)
Article 1 Basic information of Parties (omitted)
Article 2 In view of the terms
In view of the “National Medium- and Long-Term Plan for Science and Technology Development (2006-2020)” (Guo Fa  No. 044) and the “Implementation Measures for Promoting the Construction and Development of Strategic Alliances for Industrial Technology Innovation (Trial)”, Under the advocacy of the Major Specialized Management Office of the Large Scale Integrated Circuit Manufacturing Equipment and Complete Process, the relevant organizations committed to the development of the integrated circuit materials industry voluntarily initiated the establishment of the "Integrated Circuit Materials Industry Technology Innovation Alliance" (hereinafter referred to as "the Alliance"). ).
The parties to the sponsoring unit have independent legal personality and have the legal subject qualification for signing this agreement, and the parties mutually confirm each other's qualifications and ability to perform this agreement. Contracting parties include, but are not limited to, corporations, universities, research institutions, strategic investment or venture capital institutions, and other legal organizations that are based on the common interests of corporate development needs. On the basis of equality and voluntariness, through joint consultation, the following agreements were reached on joining the alliance:
The parties to this agreement have signed this agreement to establish an alliance for technological innovation in the integrated circuit materials industry and to standardize the operation of the alliance.
In order to accelerate the development of key component technology upgrades and localized supply chain development in China's integrated circuit manufacturing, under the initiative of relevant enterprises and industry leaders and experts, the Integrated Circuit Materials Industry Technology Innovation Alliance (hereinafter referred to as the Alliance) is based on the original business platform. To expand the parts business, the alliance agreement was revised and approved by the second session of the second session of the Union.
Article 3 The name, organization principle and purpose of the alliance
(1) Union name
Strategic Integration of Integrated Circuit Materials Industry Technology Innovation Innovative Alliance (ICMtia)
(2) Organizational principles
On the basis of complying with various laws and regulations, ensuring fair, just and sustainable development of the alliance, the Alliance is engaged in the manufacture, application, research, development, teaching and other units of integrated circuit materials and parts and other related industries, research and development enterprises and institutions. On the basis of complete voluntariness, the establishment of the technology innovation development of integrated circuit materials industry was established. It is a non-exclusive, open non-profit innovation organization.
(2) Purpose of formation
The Alliance will integrate the nation's innovative resources in the field of integrated circuit materials and components, implement the national medium- and long-term science and technology development plan, and deploy the strategically-oriented platform and link of the national major science and technology special project “very large-scale integrated circuit manufacturing equipment and complete sets of technology”, relying on the alliance. The talents, technology and market resources of all member units will accelerate the industrialization of scientific and technological achievements and build a supply chain for materials and parts for integrated circuit manufacturing in China. By building effective cooperation methods, enhancing the overall advantages of the alliance, promoting talent pooling and key technology development in China's integrated circuit materials, and continuously improving independent innovation capabilities, for China's integrated circuit technology innovation and international integrated circuit materials and Contribution to technological development.
Article 4 The technical innovation objectives, tasks and alliance tasks of the alliance members
Alliance innovation goals:
Under the guidance of relevant policy guidance and industry authorities, we will actively play the resource platform and overall advantages of the alliance, focusing on major innovation projects of integrated circuit materials and components of the national major science and technology special project “extremely large-scale integrated circuit manufacturing equipment and complete sets of processes”. China's IC industry development targets the demand for related materials and parts and the development trend of international cutting-edge technology, integrates innovative resources, breaks through key technologies, promotes the construction of technological innovation systems, and promotes the sharing and industrialization of innovation results. After 5-10 years The construction has made the overall innovation capability of China's integrated circuit materials and parts industry reach the international advanced level.
The main tasks of the alliance:
1. Formulate strategic goals for alliance technology innovation and continue to revise strategic objectives in accordance with the technological development needs of the integrated circuit industry.
2. Joint member units, taking advantage of the cooperation between industry, academia and research institutes, jointly undertaking major scientific research projects such as “major scale integrated circuit manufacturing equipment and complete sets of technology” and key science and technology support projects, and accelerating China's integrated circuit materials and parts industry. Development, application and industrialization of core technologies and key products.
3. Coordinate the technical resources of the alliance, organize the competent units to open resources on the basis of cooperation, establish a professional public technology platform, jointly carry out key technical research in the field of integrated circuit materials and parts, develop major innovative products, and enhance the enterprises' research units. Demand guidance and research units support the technological innovation of enterprises and accelerate the core competitiveness of China's integrated circuit materials and parts industry.
4. Focus on promoting the cooperation between IC and component companies and users in technology development, quality management, product application, market development, talent development, etc., to create a supply chain for the development of integrated circuits industry, and to cultivate integrated circuit materials and zero. A world-class company in the field of components contributes.
5. Establish a preferential sharing mechanism such as intellectual property priority patent technology licensing among alliance members.
6. Use the alliance as a platform and link to strengthen technical cooperation, personnel training and academic exchanges with leading international technology innovation institutions and organizations.
7. Carry out research on technology and industrial development strategies in the field of integrated circuit materials and components, and provide decision support for the development of technology and industry in the country and related regions.
The division of tasks of alliance members:
According to the requirements of the innovation strategy of the alliance in different periods, the division of tasks of the alliance members shall be determined. The relevant parties shall negotiate and sign the relevant agreements.
Article 5 Organization and Responsibilities of the Alliance
1. The alliance organization is set up as: the council, the expert advisory committee and the secretariat. The Council is the decision-making body of the Alliance, the Expert Advisory Committee is the advisory body of the Alliance, and the Secretariat is the executive body of the Alliance.
2. Composition, term of office, duties and rules of procedure of the board of directors
2.1 Composition of the Council
The Council is elected by the General Assembly and is renewed for a term of four years. The board of directors shall have one chairman, one executive vice president, several deputy directors, and several executive directors, elected by the board of directors. The permanent working body of the Council is the Standing Council.
2.2 Duties of the Council
Maintain the stable operation of the alliance; review and amend the "Agreement" of the alliance; approve the membership of the alliance to join or withdraw, cancel the membership of the alliance; review the management system of the alliance; determine the technical development direction and key tasks of the alliance according to the recommendations of the expert advisory committee; Work report, work plan and development plan; review annual financial plan and final report; review the proposal of the alliance to change or terminate the alliance; review other major issues.
2.3 Council Rules of Procedure
The board of directors shall be held once or twice a year, or may be convened in writing or communication; the meeting shall be attended by more than half of the directors; if necessary, by more than three members of the board of directors, more than half of the members of the board may agree to convene the board of directors. Temporary meetings; more than two-thirds of the members of the meeting voted to pass.
The Standing Council meets at least once a quarter, mainly in the form of meetings, and is held in writing and communication if necessary. More than two-thirds of the participants in the meeting voted to pass the election.
3. Composition, term of office, duties and rules of procedure of the Expert Advisory Committee
3.1 Composition of the Expert Advisory Committee
The Expert Advisory Committee consists of experts in the field of integrated circuit manufacturing and integrated circuit materials and components. Conduct professional technical consulting activities in accordance with the arrangement of the alliance. Each term is four years and can be re-elected.
3.2 Duties of the Expert Advisory Committee
The expert advisory committee mainly carries out activities in accordance with the national major scientific and technological project “very large-scale integrated circuit manufacturing equipment and complete sets of equipment” review requirements, and also carries out various professional technical consulting activities in accordance with the alliance work plan, service and obey the integrated circuit materials. And strategic alliance of component industry technology innovation.
The Expert Advisory Committee undertakes the guidance and supervision duties of various professional and technical consulting activities of the ICSL and Technology Innovation Strategic Alliance; it is responsible for organizing the national major science and technology special "very large-scale integrated circuit manufacturing equipment and complete sets of technology" review activities, according to the review The standard formulates and publishes the specific evaluation rules and review procedures of the national major science and technology special item “very large-scale integrated circuit manufacturing equipment and complete sets of processes”, and in accordance with the principle of democratic centralism, objectively, fairly and fairly deliberately determine the major national science and technology special projects. The project implementation unit of “Great Scale Integrated Circuit Manufacturing Equipment and Complete Process” submitted to the Alliance Council and the National Major Science and Technology Special Project “Extremely Large Scale Integrated Circuit Manufacturing Equipment and Complete Process” to finalize and determine and deal with national major science and technology projects. Major issues in the review process of very large scale integrated circuit manufacturing equipment and complete sets of processes.
3.3 Expert Advisory Committee Rules of Procedure
The working meeting of the Expert Advisory Committee was proposed by the Alliance Secretariat. More than two-thirds of the members were present at the meeting and chaired by the Director or the Deputy Director of the Expert Advisory Committee.
The voting of the deliberation on the deliberation of the work meeting shall be conducted by a show of hands or by voting. The number of persons who have agreed to reach two-thirds or more of the total number of members of the meeting may be passed.
The management methods of the Expert Advisory Committee are listed in Annex 1.
The Secretary-General is elected by the Council for a four-year term and can be re-elected.
Beijing Multidimensional Electronic Materials Technology Development and Promotion Center (a private non-corporate legal entity) serves as the alliance secretariat. The Secretariat is responsible for implementing the resolutions of the Alliance Council; providing services for the work of the Expert Advisory Committee; organizing, managing and coordinating the work within the Alliance.
The management approach of the Secretariat is shown in Annex 2.
5. The Beijing Multidimensional Electronic Materials Technology Development and Promotion Center acts as the main body of responsibility for the alliance. Under the premise of full consensus, the representative alliance and the relevant government management departments sign documents such as the scientific plan project task book; other documents signed by the alliance may be related. The members of the alliance issue a power of attorney on specific matters and entrust the agency to sign. The responsibility and authority of the externally responsible entity of the alliance shall be agreed and authorized by the board of directors.
If the subject of the external responsibility of the alliance signs an agreement or conducts other acts on behalf of the alliance within the scope authorized by the alliance council or the standing council, the entity responsible for the external responsibility of the alliance shall, after actually taking the corresponding responsibility, implement the responsibility for the corresponding responsibility within the alliance.
6. The Alliance Secretariat is responsible for organizing the exchanges and cooperation between the Alliance and external organizations. The members of the Alliance have the rights and obligations to participate in the external exchange and cooperation activities organized by the Secretariat.
Article 6 Alliance members
Basic conditions for alliance members:
Those who are willing to abide by the "Agreement" of the Alliance, enthusiastically support the innovation and development of China's integrated circuit materials and parts industry, voluntarily join the alliance and actively fulfill the obligations of alliance members of integrated circuit manufacturing, materials and parts, and related enterprises, institutions and research institutes. Universities, colleges and universities are eligible to apply, and become members of the Alliance after approval by the Alliance Council.
The rights of alliance members:
1. Participate in alliance meetings and participate in discussions and voting on major policies, resolutions and issues related to the development of the alliance.
2. Have the right to vote, to be elected, and to vote.
3. Prioritize the acquisition of alliance resources and cooperation among alliance members; priority is to obtain the right to use the alliance's intellectual property rights.
4. Give priority to innovation activities such as joint research, major products and key technology development of alliance organizations.
5. Have the right to obtain the recommendation of the alliance and give priority to the support of the national science and technology plan project.
6. Prioritize and preferentially participate in the professional technology, information exchange, inspection, international technical cooperation and other related business activities organized by the alliance; in the relevant promotional materials of the alliance, prioritize the publication of various technical and product information of the member units.
7. Join the alliance and voluntarily withdraw from the alliance.
Obligations of alliance members:
1. Comply with national laws and regulations and the Alliance Agreement, implement alliance resolutions, and safeguard the legitimate rights and interests of the alliance.
2. Actively participate in and support the activities of the alliance organization, undertake and complete the tasks entrusted by the alliance.
3. Commitment to provide the Alliance with research and development resources that can be shared.
4. Provide timely and accurate information and statistical data needed by the alliance but not involving trade secrets.
5. Provide any form of input, sponsorship and support for the daily operation of the alliance.
6. Designate a liaison officer to be responsible for contacting the daily work of the Secretariat and providing the Alliance with information and performance materials that can be released to the public.
7. The relevant information and materials compiled by the Alliance and the statistical information provided by the members of the Alliance shall be subject to confidentiality and may not be reprinted or resold; the information may not be published without permission.
8. Without the permission of the cooperation units within the alliance, the cooperative research technology shall not be privately spread to units outside the alliance.
9. If the cooperation unit within the alliance cannot complete the promised tasks and responsibilities within the specified time and scope, the unit is deemed to have automatically withdrawn from the alliance cooperation project and no longer enjoys the corresponding powers and benefits.
10. Do not conduct business, hold events or make statements in the name of the Alliance.
Join the new members of the alliance:
1. The following application materials must be submitted for the application to join the alliance.
● A written application to join the Alliance;
● A copy of the introduction materials of the unit and the business license of the legal person;
● A written report on the work of the unit in the relevant areas of the alliance.
2, join the alliance program
● Submit an application to join the Alliance to the Secretariat;
● The relevant information is reviewed by the Secretariat and submitted to the Council;
● The application for membership is approved by the board of directors.
3. Applicants who are approved by the Board of Directors become full members of the Alliance. The Beijing Multidimensional Electronic Materials Technology Development and Promotion Center and the newly joined members sign an agreement to join the alliance, and regards the new members to establish a contractual relationship with all members of the alliance.
Exit of alliance members:
Alliance members file a written application and withdraw from the alliance upon approval by the Alliance Board.
Delisting of Alliance members:
Alliance members violate the national laws, regulations or obvious violations of the "Agreement" signed with the Alliance, and will be removed after approval by the Alliance Council.
Article 7 Project Management of the Alliance
The alliance establishment project and the alliance organization undertake the government plan project, and must implement the corresponding plan project management method. Strict project establishment, implementation, acceptance and corresponding organization management and supervision mechanisms.
The management method of the alliance project is shown in Annex 3.
Article 8 Funding Management of the Alliance
1. The funds of the alliance mainly come from the input of member units, government financial support, bank loans and other channels, such as various consulting services, training, event organization, joint bidding, and international cooperation.
2. The funds of the Alliance are used for the Alliance to carry out various activities, technical research, project research and development and innovative services, as well as public office, special work and daily management related to the work of the Alliance.
3. Expenditures involving alliance research and development projects and research and development funds shall be implemented in accordance with the agreed input methods and proportions. The source of funds is financed by the government and is strictly implemented in accordance with the relevant national regulations on fund management.
4. The management of the alliance funds is the responsibility of the Secretariat. The Secretariat is responsible for the preparation of the budget and final accounts, which are reviewed and approved by the Council. The funds are earmarked for special funds and managed by special accounts. The board of directors entrusted the financial unit of the secretariat to manage the alliance funds, accept the audit of the accounting firm confirmed by the board of directors, and report it to the board of directors for review.
The management of coalition funds is shown in Annex 4.
Article 9 Principles of Alliance Income Distribution and Intellectual Property Management
1. Before the members of the alliance join the alliance and the projects organized by the alliance, the existing technological achievements and intellectual property rights that are not developed by themselves using the resources and conditions of the alliance are still enjoyed by them.
2. In the projects organized by the alliance, the project partners shall sign an agreement to clarify the scope and manner of the existing intellectual property rights and their rights sharing, and clarify the sharing content and disposal methods of the intellectual property rights generated in the project cooperation.
3. The partner of the alliance organization project may not use the intellectual property invested by others for other purposes than the alliance project without permission.
The IPR management methods of the Alliance are listed in Annex 5.
Article 10 Dissolution and liquidation of the Union
The dissolution of the alliance shall be established by the liquidation team for liquidation. The liquidation group shall formulate a liquidation plan, which shall be discussed and approved by the board of directors.
The coalition dissolution and liquidation management measures are listed in Annex 6.
Article 11 Liability for breach of contract
1. Any agreement party violates the obligations stipulated in this agreement, and may be removed from the alliance upon the decision of the alliance board of directors, and the alliance shall bear the responsibility of the main body unit or other alliance members designated by the alliance board to represent the alliance to recover its joint research and development project. Chinese government funded funds and alliance matching funds; if they cause economic losses to other alliance members, they shall be liable for compensation.
2. When the members of the alliance are delisted, they no longer enjoy the rights of the alliance members as stipulated in this agreement, but they still have the obligation to protect the technical secrets of the alliance and alliance members; the intellectual property rights used by other members of the alliance in the alliance project are correspondingly Alliance members still have the right to continue to use the original conditions; all types of funds that have been invested in the alliance will not be refunded.
Article 12 Dispute Resolution
Any dispute arising from the performance of this Agreement shall be settled through friendly negotiation between the parties concerned or through mediation by the Alliance Council; if the negotiation or mediation fails, the arbitration committee of the seat of the Alliance Secretariat shall apply for arbitration.
Article 13 Entry into force and change of the agreement
1. This Agreement shall become effective after it has been signed by the legal representatives of the parties to the Agreement and affixed with the official seal. Each party has one copy and has the same effect. Send a copy to the Ministry of Science and Technology, and the Alliance Secretariat will keep a copy.
2. Any changes to this Agreement shall be agreed by the parties to the Agreement and shall be made in writing. Matters not covered in this Agreement may be supplemented by supplementary agreements by consensus.
3. In addition to the disputes being arbitrated, the parties concerned shall continue to exercise the remaining rights in this Agreement and perform other obligations in this Agreement.
Article 14 Term of the agreement
This agreement is terminated by the dissolution of the alliance.
Article 15 Application of law
This Agreement and its interpretation apply to the laws of the People's Republic of
The interpretation of this agreement belongs to the Alliance Council.
Article 16 Annex
Annex 1 Management Method of Alliance Expert Advisory Committee.pdf
Annex 2 Management Method of the Alliance Secretariat.pdf
Annex 3 Alliance Fund Management Measures.pdf
Annex 4 Alliance Project Management Approach.pdf
Annex 5 Alliance Intellectual Property Management Measures.pdf
Annex 6 Alliance Dissolution and Clearing Management Measures.pdf