ECT-4. Legal & Compliance

(Swiss private-law multilateral; EN controls; FR/DE companions may be issued. Cross-refs: ECT-1 (Nature), ECT-2 (Governance/CB Secretariat), ECT-3 (Interfaces), ECT-5 (IP/Data), ECT-6 (Finance), ECT-7 (DR). GRF/GCRI/GRA/NSF/NE Labs each operate a Central Bureau (CB) as non-executive Privy Council; CSR = Council System of Record; Gazette = public notice channel.)

4.0 Principles, Scope & Construction

(a) Legality & independence by design. Cooperation must remain lawful, non-exclusive, and free of donor/vendor capture.
(b) Proportionality & auditability. Controls are risk-based; every material step is CB-cleared, filed in CSR (CRE ID), and gazetted with lawful redactions.
(c) No substitution. These rules supplement—do not displace—each Party’s internal policies; the stricter rule applies.
(d) People & perimeter. Applies to Trustees/Boards, CB personnel, EM/staff, secondees, contractors, Fellows/Patrons/Affiliates when acting on ECT matters, and all counterparties engaged under ECT instruments.

4.1 Independence & Non-Exclusivity

4.1.1 Independence Posture (Non-negotiables)

1. No conditioned influence. Funds, facilities, data, venues, or services may not condition agenda, methods, editorial, procurement, or staffing.
2. No exclusive lock-ups. No exclusivity that forecloses open participation or FRAND access to platforms, rails, or interfaces.
3. Marks & branding. No logo lock-ups or “co-branding” by default; text-only attributions preferred. Any exception requires Joint Committee ≥4/5, CB Pre-Clearance, and Gazette notice.

4.1.2 Independence Impact Assessment (IIA)

Mandatory IIA for: (i) restricted/earmarked funding; (ii) vendor sponsorships; (iii) co-hosted convenings; (iv) high-stakes publications/models; (v) procurement where a donor/vendor has interests. IIA elements: funding source & constraints, agenda influence risk, conflict mapping, mitigation walls, disclosure plan, and CB opinion.

4.1.3 Donor & Procurement Walls

• Paper walls separating fundraising, program, and evaluation teams;
• Evaluation firewalls: technical committees free from sponsor presence or influence;
• Disclosure: source and terms summarized in Gazette (lawful redactions).

4.1.4 Exceptions & Overrides

Narrow exceptions to 4.1 require: (i) documented public-interest rationale; (ii) Joint Committee ≥4/5; (iii) CB conditions (sunset, transparency, non-interference clauses). Absence of any element bars execution.

4.1.5 Remedies

Violations may trigger: suspension/termination of the instrument, nullification of conflicted decisions, clawback of benefits, public clarification, and discipline/debarment per Parties’ bylaws.

4.2 Conflicts & Related-Party Transactions (RPT)

4.2.1 Declarations & Registers

• Annual + event-based conflict declarations by all covered persons; updates within 10 days of change.
• Each CB maintains a Conflicts & RPT Register (CRE-linked), mirrored for joint actions.

4.2.2 Recusal & Walls

Conflicted individuals: (i) do not receive papers on the item; (ii) do not attend discussion; (iii) do not vote; (iv) appear as recused in the CRE. Working papers route through a clean team.

4.2.3 RPT Approval Thresholds (minimum, stricter internal rules prevail)

• De minimis operational items ≤ CHF 10,000 with market-rate evidence: CB notation.
• Standard RPTs (services, sub-awards, data licenses) ≤ CHF 250,000: CB Pre-Clearance + disinterested delegates’ simple majority.
• Material RPTs > CHF 250,000 or policy-shaping potential: Joint Committee ≥2/3 after CB report and public summary (redacted) in Gazette.

4.2.4 Cooling-Off & Incompatibilities

• 12-month cooling-off for Trustees/Chairs before compensated roles with counterparties on matters they voted on.
• CB staff: 12-month cooling-off before joining EM roles of counterparties they cleared.
• Concentration caps or additional incompatibilities may be set in Standing Orders.

4.2.5 Gifts, Hospitality & Outside Interests

• Gifts/hospitality caps and logs per Parties’ bylaws (lowest cap applies); no cash equivalents; no vendor-funded travel unless pre-cleared and disclosed.
• Outside roles disclosed; material ties trigger recusal.

4.2.6 Enforcement

Breaches → censure, removal from role, contract termination, and referral to authorities where required; outcomes recorded in CSR and summarized in Gazette.

4.3 Sanctions/KYC/AML Alignment

4.3.1 Lists & Standards

Screen counterparties and funds against SECO, EU, OFAC (and UN lists where applicable). High-risk countries, sectors, or PEPs trigger enhanced due diligence (EDD).

4.3.2 Risk-Based Due Diligence (RBDD)

• Tier 1 (Standard): identity/beneficial-owner verification, sanctions/PEP screen, adverse media, bank accountholder match.
• Tier 2 (EDD): source of funds/use of funds, ownership chain to natural persons, onsite/interview as needed, independent references.
• Tier 3 (Prohibited): sanctioned/embargoed, high confidence of illicit activity, refusal to disclose beneficial owners.

4.3.3 Payment & Banking Controls

• Named-account payments only; no cash or anonymous instruments; split payments discouraged; escrow/custody only via CB-cleared banks/custodians; IBAN/SWIFT verification.
• Routing changes require dual control and CB notation.

4.3.4 Monitoring, Records & Reporting

• Continuous screening for life of the relationship; rescreen at milestones (award, renewal, material amendment, payout).
• Records retained ≥10 years (or stricter law/policy).
• Suspicious indicators escalated to Parties’ compliance/legal; where subject to AML reporting regimes, Parties follow applicable filings without breaching confidentiality laws.

4.3.5 Allocation of Responsibilities

• NSF leads KYC/AML for finance rails; GRF oversees transparency/safeguards; all Parties screen vendors/sub-awardees they appoint.
• Cross-Party reliance is permitted where documented in a Due Diligence Reliance Memo, subject to audit rights.

4.3.6 Training & Audit

Annual training for ECT-facing personnel; independent audits or agreed-upon procedures may be commissioned; findings and remedial plans logged in CSR.

4.4 Export Controls & Dual-Use Tech

4.4.1 Applicability & Baseline

Parties comply with applicable Swiss, EU, and—where relevant—U.S. export-control regimes (incl. dual-use lists, EAR/ITAR analogues), and any mandatory local rules for the exporter’s jurisdiction.

4.4.2 Classification & Licensing Workflow

1. Triage: scope artifact (hardware, software, model weights, datasets, know-how).
2. Classification: assign control code (e.g., EU Dual-Use ECCN/EAR analogue/“EAR99”), note cryptography or AI-related notes where applicable.
3. End-use/end-user screen (sanctions, military/LE, human-rights risk).
4. Licensing: determine if license/exception applies; obtain before release or access grant.
5. Technical Control Plan (TCP): for controlled items or deemed exports (access by foreign nationals), define storage, access lists, geo-fencing, key management, and logging.
6. CB Pre-Clearance: required for any controlled or high-risk release; Clearance ID binds conditions.

4.4.3 Dual-Use Review Board (DURB)

Advisory sub-committee (legal + technical + ethics) to review publications, repos, APIs, datasets, and model releases for misuse risks; can recommend delay, redaction, or sandbox-only access. Findings filed in CSR.

4.4.4 Safety & Publication Controls

• No black-box deployment in Tier-S/H applications; require model cards, red-team notes, and rollback/kill-switch.
• For sensitive AI models/data: clean-room access, rate-limiting, geo-fencing, watermarking, and ABAC/RBAC with time-boxed keys.
• Human-rights due diligence (UNGP/OECD-aligned) for surveillance-adjacent or kinetic-risk use cases.

4.4.5 Deemed Exports & Remote Access

Granting remote access to controlled technology to foreign nationals may constitute an export; handle via TCPs, licensed access, and segregated environments.

4.4.6 Incident & Breach Response

Suspected export-control breaches → immediate containment, internal notice to CB/Legal, regulator consultation as required; record in CSR; post-mortem and cure plan; Gazette summary where lawful.

4.4.7 Enforcement & Remedies

Non-compliance may result in suspension of the workstream, access revocation, partner notification, contract termination, and referral to competent authorities; repeat or willful violations are grounds for ECT suspension under §7.2.

4.5 Quick-Reference (minimum controls)

Design result: A single, rigorous compliance spine—independence walls, conflicts discipline, sanctions/KYC rigor, and export/dual-use safety—executed through CB Clearances, CSR records, and Gazette transparency, so ECT cooperation remains lawful, non-exclusive, and trusted at global scale.