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close this bookThe Oceanic Circle - Governing the Seas as a Global Resource (UNU, 1998, 257 pages)
close this folderAnnex: An International Sea-Bed Authority For the Twenty-First Century
close this folderSECTION 4. THE AUTHORITY
View the documentSUBSECTION A. GENERAL PROVISIONS
View the documentSUBSECTION B. THE ASSEMBLY
View the documentSUBSECTION C. THE COUNCIL
View the documentSUBSECTION D. THE SECRETARIAT
View the documentSUBSECTION E. THE ENTERPRISE SYSTEM
View the documentSUBSECTION F. FINANCIAL ARRANGEMENTS OF THE AUTHORITY
View the documentSUBSECTION G. LEGAL STATUS, PRIVILEGES AND IMMUNITIES
View the documentSUBSECTION H. SUSPENSION OF THE EXERCISE OF RIGHTS AND PRIVILEGES OF MEMBERS

SUBSECTION E. THE ENTERPRISE SYSTEM

Article 170
The Enterprise System

1. The Enterprise System shall be the operational part of the Authority.

2. Each Enterprise shall, within the framework of the international legal personality of the Authority, have such legal capacity as is provided for in the joint-venture agreement establishing each Enterprise. The Enterprise system shall act in accordance with this Convention and the rules, regulations and procedures of the Authority, as well as the general policies established by the Assembly and shall be subject to the directives and control of the Council.

3. Each State Party, desirous to participate in the Enterprise System, shall designate an entity as a Signatory to the Enterprise System. Signatories may be State enterprises or persons natural or juridical which possess the nationality of States Parties or are effectively controlled by them or their nationals, when designated by such States, or any group of the foregoing, in accordance with the provisions of this Convention.

4. Any State Party, or group of States Parties, having designated a Signatory, has the right to establish an Enterprise as a joint venture with the Authority to carry out an approved project covering research and development and/or exploration and/or production.

5. Each Enterprise should have at least one developing country as a partner in the joint venture.

6. Each Enterprise is financed by the Authority and by the Signatories in proportions to be determined by each Joint Venture Agreement.

(a) As a general rule, this proportion should approximate 50-50.

(b) For its part of the financing of an Enterprise, the Authority shall initially seek the support of international funding and bilateral aid agencies in accordance with their obligations under international law to assist in the development and transfer of environmentally sustainable technology and the conservation of biodiversity.

(c) Profits shall be shared between the Authority and the Signatories in proportion to their investment.

6. Each Enterprise is governed by its own Joint-Venture Board.

(a) The Joint-Venture Board of an Enterprise shall consist of 16 members.

(b) Eight of the members shall be designated by the Signatories, and 8 shall be designated by the Council of the Authority, taking into account the principle of equitable geographical representation, with due regard to the interests of developing countries.

(c) The eight members designated by the Council of the Authority may be designated to serve on more than one Joint-Venture Board.

(d) Each member of the Governing Board shall have one vote. Each Signatory shall have a voting participation proportionate to his investment; each member designated by the Council shall have a voting participation equivalent to one-eighth of the Authority's investment.

7. Activities in the Area shall be carried out in accordance with a plan of work and approved by the Council.

8. The Authority shall exercise such control over its Enterprises as is necessary for the purpose of securing compliance with the relevant provisions of this Part and the Annexes relating thereto, and the rules, regulations and procedures of the Authority, and the plans of work approved in accordance with paragraph 7. States Parties shall assist the Authority by taking all measures necessary to ensure such compliance.

9. The Authority shall have the right to take at any time any measures provided for under this Part to ensure compliance with its provisions and the exercise of the functions of control and regulation assigned to it thereunder or under any Joint-Venture agreement. The Authority shall have the right to inspect all installations in the Area to ascertain compliance with rules and regulations as well as reservation for exclusively peaceful purposes.

10. Joint-Venture agreements establishing an Enterprise for Exploration and/or exploitation shall provide for security of tenure. Accordingly, such agreements shall not be revised, suspended or terminated without the consent of the Signatory or Signatories involved.

Article 171
Inventions and technical information

1. The Authority, in connection with any work performed by it or on its behalf and in joint venture with it, shall acquire in inventions and technical information those rights, but no more than those rights, which are necessary in the common interests of the Authority and of the Signatories in their capacity as such. In the case of work done under a joint-venture agreement, any such rights obtained shall be on a nonexclusive basis.

2. For the purpose of paragraph 1, the Authority, taking into account its principles and objectives and generally accepted industrial practices, shall, in connection with such work involving a significant element of study, research or development, ensure for itself:

(a) the right to have disclosed to it without payment all inventions and technical information generated by such work;

(b) the right to disclose and to have disclosed to Parties and Signatories and others within the jurisdiction of any Party such inventions and technical information, and to use and to authorize and to have authorized Parties and Signatories and such others to use such inventions and technical information without payment.

3. The Authority shall also ensure for itself the right, on fair and reasonable terms and conditions, to use and to have used inventions and technical information directly utilized in the execution of work performed on its behalf but not included in paragraph 2, to the extent that such use is necessary for the reconstruction or modification of any product actually delivered under an agreement co-financed by the Authority, and to the extent that the person who has performed such work is entitled to grant such right.

4. The Council may in individual cases approve a deviation from the policies described in 2 (b) and (3), where in the course of negotiation it is demonstrated to the Council that failure to deviate would be detrimental to the interests of the Authority.

5. With respect to inventions and technical information in which rights are acquired by the Authority otherwise than pursuant to paragraph 2, the Authority, to the extent that it has the right to do so, shall upon request:

(a) disclose or have disclosed such inventions and technical information to any Party or Signatory subject to reimbursement of any payment made by or required of the Authority in respect of the exercise of this right of disclosure;

(b) make available to any Party or Signatory the right to disclose or have disclosed to others within the jurisdiction of any Party and to use and to authorize and have authorized such others to use such inventions and technical information;

(i) without payment in connection with any sea-bed mining operation in conjunction therewith;

(ii) for any other purpose, on fair and reasonable terms and conditions to be settled between Signatories or others within the jurisdiction of any Party and the Authority or the owner of the inventions and technical information or any other authorized entity or person having a property interest therein, and subject to reimbursement of any payment made by or required of the Authority in respect of the exercise of these rights.

6. The disclosure and use, and the terms and conditions of disclosure and use, of all inventions and technical information in which the Authority has acquired any rights shall be on a non-discriminatory basis with respect to all Signatories and others within the jurisdiction of Parties.

7. Nothing in this article shall preclude the Authority, if desirable, from entering into contracts with persons subject to domestic laws and regulations relating to the disclosure of technical information.