The contract has two main parts, both dated November 9th: the Master Agreement, covering the EBI structure, governance, and funding, and signed by Wyatt Hume on behalf of UC President Dynes; and the Sponsored Research Agreement, covering mostly intellectual property rights and patent licencing agreements.

The EBI will be divided into two parts, the Open Component and the Proprietary Component. The Proprietary Component will be exclusively under BP's control. The Open Component will get at least $35 million per year. Funding proposals will be decided upon by the Executive committee (see below) and overall funding priorities and approval of the budget will be decided by the Governance Board, made up of four BP and four academic employees.

The two "components" will be right next to eachother, but the proprietary component will have strictly controlled access. Initially they'll be in Hildebrand and Calvin halls on the Berkeley campus (with BP leasing the third floor of Calvin); later they plan to be in a new building in the LBNL area (although with the boundaries reconfigured to make it legally part of the "UC Berkeley campus", to avoid stricter DOE patenting rights).

Anyone working on an EBI project must give BP copies of any presentation or publication about the EBI-sponsored work at least 30 days before it's publicly avaliable. BP may then request an additional delay of 60 days, may require what it sees as confidential information to be deleted, and may require that patent applications be filed.

Inventions conceived of by Berkeley employees will be UC Regents property; however, BP will have the right to use, at no cost, any such inventions (a "nonexclusive, royalty-free, non-sublicenseable license"). Furthermore, BP will be able to within 180 days decide to negotiate the exclusive use of any inventions, renewable once a year (a "time-limited first right to negotiate for enhanced rights"). In either case, BP can be required to provide a report to UC Berkeley "describing BP's diligence in evaluating the commercial potential", although this report will be strictly confidential, and no specific penalties are outlined for lack of diligence.

(sec. 2.2.2) "The Proprietary Component... shall be operated under the sole control and discretion of BP."

(sec. 4.1.2) The Governance Board will "define, oversee, and review the overall implementation of the EBI programs in the Open Component" and "determine the appropriate allocation of each EBI Open Component annual budget to projects addressing different elements of the biofuels value chain." The Governance Board will have eight voting members: four appointed by BP and four appointed by Berkeley. Decisions will require a majority vote; quorum is five members.

(sec. 5.5.1) "The Executive Committee shall initially have, and shall at all times have at least, five members, consisting of: (a) the EBI Director, (b) the EBI Deputy Director, (c) The EBI Associate Director, (d) the EBI science program director(s) and (e) one representative appointed by BP." (note: the Associate Director is a BP employee) The EBI Director can add or remove people from the Executive Committee as long as the above structure is retained. The EBI website says that lists (on 11/15/07) the Executive Committee as being: Dr. Chris Somerville (EBI Director), Dr. Stephen Long (EBI Deputy Director), Dr. Paul Willems (EBI Associate Director), Dr. Susan M. Jenkins (EBI Assistant Director), Dr. Adam Arkin (UCB and LBNL), Dr. Evan H. DeLucia (UIUC), Dr. Daniel M. Kammen (UCB) Dr. Michael Marletta (UCB), and Dr. David Zilberman (UCB).

(sec. 5.5.2) The Exective Committee will "develop and propose an annual EBI strategic work plan", "prepare a preliminary annual budget for the EBI for approval by the Board", "pmake an annual call for proposals consistent with the strategic plan and budget allocation approved by the Board, and review Research Project Proposals," and "recommend a slate of Research Project Proposals and their associated budgets." In short, they will make many budgetary decisions, all subject to review and approval by the Governance Board.

(sec. 5.5.4) "The Executive Committee will initially approve all matters by the affirmative vote of two-thirds of its members; provided, that an alternative methodology for Executive Committee decision making, if proposed by the EBI Director and approved by the Governance Board, may be employed on all matters other than the annual project plan and budget." Note that with five members, the two BP appointees will have veto power.

(sec. 5.1.1) "The EBI Director will be familiar with certain BP Confidential Information ... and will work with the EBI Associate Director and the EBI Deputy Director to coordinate EBI's program plan across the Berkeley Illinois, and BP sites, to ensure that such plans are consistent with the commercial goals, funding priorities and strategic directives of the Parties to this Agreement and the Governance Board."

(sec. 12.2) "In recognition of the public institutional nature of Berkeley, LBNL, and Illinois, if a discrete event were to occur or a change in facts and circumstances were to arise after the date of this Agreement, that Berkeley or any one or all of the other Research Collaborators were to reasonably determine that a continued association with EBI was not in accord with its fundamental principles, then at any time within one hundred eighty days after the occurrence of such event Berkeley may terminate this Agreement and/or any other Research Collaborator may terminate its participation in EBI, by providing written notice to BP, which shall be effective upon receipt.