Implementing Agreements

Within this guide, there are the following sections:

Basic definitions
This section explains the key characteristics of the Implementing Agreement and a download link for the model template containing recommended wording.

Terms and extension
This section contains FAQs regarding the fixed term of TCPs and the process for requesting an extension.

Amendments
This section contains FAQs regarding the process for amending the IAs or Annexes.

TCP Framework
This section explains the relationship between the Implementing Agreements and the TCP Framework.

Agreement Repository
This section provides download links for all existing IAs to ensure delegates have access.

What is an Implementing Agreement?

The Implementing Agreement or IA is the legal text that lays out the terms and conditions that govern the contractual relationship between the Participants to carry out programs and projects on energy research, development, and deployment on a given topic. 

Key facts about Implementing Agreements:

• The Implementing Agreement is legally binding on the Contracting Parties and Sponsors.
• Each TCP has its own Implementing Agreement
• Each Implementing Agreement is unique, but all share certain key features
• Every Implementing Agreement is based on a structure elaborated by the IEA Governing Board through the Framework for the Technology Collaboration Programme (and its predecessors)

Note that prior to the introduction of the term "Technology Collaboration Programme" in 2015, the term "Implementing Agreement" was used to refer to the entire programme, not just the legal text. However, following the introduction of the TCP brand, the Implementing Agreement refers only to the legal text itself.

What is covered by the Implementing Agreement?

Implementing Agreements generally cover the following topics:  

1.     Overall objectives and goals of the TCP
2.     Annexes/Tasks (structures, budgeting, procedures)
3.     Executive Committee (representatives, responsibilities, voting rules)
4.     Operating Agents/Executive Secretaries
5.     Finances (common funds, financial rules, contributions)
6.     Membership (participant models, admission process)
7.     Intellectual Property (copyrights, logo use, proprietary information)
8.     Legal formalities (term, amendment, disputes)

All TCP Implementing Agreements include as an attachment the TCP Framework (or its predecessor dating from 2003). The TCP Framework is an integral part of the Implementing Agreement.

Where can I find a copy of my TCP's Implementing Agreement?

The IEA Office of the Legal Counsel (OLC) is the official depository for the text of all IAs, including any Annexes and amendments. However, our files are only as good as our communication with TCPs. We believe that our records for the IAs are complete; however, we do not have complete records of all TCP Annexes.

We are planning to add download links to copies of all current TCP Implementing Agreements to the Repository section of this page. In the meantime, please contact OLC at TCP.legal@iea.org if you need an official copy of your IA.

Is there a standard or model IA?

The IEA Office of Legal Counsel maintains a model Implementing Agreement with recommended wording. We hope this standard text can be a model for any new Implementing Agreement or a starting point for any amendments you may wish to make to existing IAs. This model is currently under review to ensure that it will comply with the TCP Framework that was approved by the IEA Governing Board on 6 April 2020. An updated model Implementing Agreement is available below. 

Do Implementing Agreements have fixed terms?

The TCP Framework requires that all TCPs have a fixed term of five years or less. This term can be extended for additional periods of five years or less upon a decision of the Executive Committee subject to the approval of the Working Party and CERT. Terms of greater than five years may be approved based on a finding by the CERT that there are exceptional circumstances that justify the need for a term longer than five years. As of 2020, all but one of the IAs has a fixed term of five years or less.

How do we request an extension of the TCP’s term?

The CERT has approved a procedure for TCPs to request an extension (RfE) of term. Under this procedure, most TCPs submit their request for extension to the relevant Working Party for consideration. Following a recommendation by the Working Party, the CERT usually considers TCP requests for extension by written procedure. Cross-cutting TCPs that do not report to a Working Party submit their request directly to CERT.

What documentation is needed to request an extension?

Under the CERT guidelines, the Supporting Documentation for a request for extension consists of an End of Term report, a Questionnaire, and a Strategic Plan for the next term. The Secretariat will also review the drafts of these documents before they are submitted to the Working Party and will provide strategic and procedural comments. The Secretariat will reach out to you to work out a timeline for drafting and submitting these documents. 

The Secretariat has prepared a guidance document to assist TCPs in the preparing of the supporting documentation. This document provides suggested outlines of the different documents, guidance on messaging and formatting, and sample documents from other TCPs.

Can an Annex extend beyond the term date of the IA?

Annexes may have a term that extends beyond the term of the IA. There is a provision of the TCP Framework providing the CERT may not unreasonably withhold approval of an IA to allow completion of work under an Annex that extends beyond the term of the IA. In this case, the CERT would be expected to grant an extension long enough to allow the ongoing work to continue, and the Annex participants would be expected to begin winding up work under the Annex.

How can an IA be terminated?

One option is simply not to request an extension and allow the IA to expire at the end of the current term. Alternatively, the ExCo can terminate an IA at an earlier date than the current end of term. Whether this is a unanimous or majority decision depends on the specific provision of the IA.

Regardless of how the IA comes to an end, most IAs require the ExCo to establish a working group six months before the termination date to wind up the work of the TCP, including distributing any common funds and addressing any intellectual property generated under the IA. Note that some rights, such as intellectual property rights, will survive the expiration of the IA.

How do we amend the Implementing Agreement?

All TCP Implementing Agreements can be amended by a unanimous decision of the Executive Committee. Amendments to an Annex typically must be approved at the ExCo by a unanimous decision of the Participants that are part of that Annex. Any decision to amend the IA or an Annex should be recorded in the minutes of the ExCo meeting where it was approved or at the next ExCo meeting if approved by written procedure.

If you are discussing amendments to your IA, please contact the legal office at TCP.legal@iea.org. We recommend that you provide significant lead-time for all proposed amendments to ensure that each participant has an opportunity to fully review the proposed amendment and receive any necessary internal approvals.

Where is the official copy of the IA maintained?

The IEA Office of the Legal Counsel is the official depository for the text of all IAs, including any amendments. After the ExCo approves any amendment to the IA, you should transmit the final text of the amendment along with the record of approval (either in the minutes of an ExCo meeting or a written procedure approval) to TCP.legal@iea.org for filing. Note that the IEA does not require Contracting Parties or Sponsors to sign a new Signature Page for the IA following an amendment. 

What is the Framework for the Technology Collaboration Programme?

The “Framework” is the high-level document that sets out the legal basis for the TCPs and outlines the structures they all share. The Framework establishes the mandate for the TCPs, pursuant to Chapter VII of the Agreement on an International Energy Program, under which IEA Member countries agreed to carry out long-term co-operation in the field of energy. The Framework also includes the basic terms and conditions of participation, the different classes of participants, the functions of the Executive Committee, and the TCP’s legal relationship to the IEA. 

The Framework is an integral part of the TCP Implementing Agreements and is generally attached as Exhibit A. The Framework provides the overarching structure for the TCPs, and all provisions of the Implementing Agreement must be consistent with it.

At present, most Implementing Agreements are based on the structure elaborated in the Framework for International Energy Technology Co-operation, which was adopted by the Governing Board in 2003. The Framework is generally found as Exhibit A to each Implementing Agreement is an integral part of the agreement.

On 6 April 2020, the Governing Board approved the Framework for the Technology Collaboration Programme, replacing the 2003 version. The Governing Board has requested that all TCP Executive Committees amend their Implementing Agreements to incorporate the new Framework at the earliest but in all cases before the expiration of the current term. Until the TCP amends its IA to incorporate the new Framework, the 2003 version continues in force. For more information, please see the Framework page.

We regularly receive requests from IEA Member countries for copies of existing Implementing Agreements. As the official repository of these documents, we maintain definitive copies of the IAs as amended.

To facilitate access to these documents, copies of all current TCP Implementing Agreements may be found below. We hope that this will be a helpful resource for TCP representatives to share best practice regarding interpretation and application of the Implementing Agreements.