Common use of State Aid Clause in Contracts

State Aid. 23.1 Both the Supplier and the Authority acknowledge that it is the Authority's responsibility to comply with the State Aid Terms and that the Milestone Payments made by the Authority to the Supplier pursuant to this Contract are made pursuant to an authorised State aid scheme. 23.2 The Supplier shall provide such assistance, information and/or support as the Authority may reasonably require from time to time in connection with the Authority's responsibilities under the State Aid Terms, or with any action, examination and/or investigation by the European Commission, pursuant to the State Aid Terms as may, in the Authority's view, be reasonably necessary and relevant, but for the avoidance of doubt shall not require the Supplier to provide legal advice subject to privilege to the Authority, and the Supplier shall be given adequate time to provide the information. 23.3 If the European Commission issues a recovery decision as defined in Article 14(1) of Council Regulation 659/1999 in connection with this Contract naming the Supplier as beneficiary, then, unless an earlier date has been specified by the European Commission or the national court, the Supplier shall within four (4) months of a written notice from the Authority at any time (where such notice shall include a copy of the relevant European Commission decision) pay an amount equivalent to the unlawful and incompatible aid of which the Supplier is beneficiary (plus interest, as applicable) which the European Commission requires to be repaid pursuant to its decision into a blocked account to which neither Party has unilateral access pending either: (i) the expiry of the deadlines for the Supplier to bring proceedings in respect of the repayment without the Supplier having brought any proceedings before such expiry; or, where the Supplier has brought proceedings before such expiry, (ii) the final outcome of those proceedings including any appeals, provided that where the European Commission's decision does not specify the precise amount of unlawful aid to be recovered, the Parties shall (acting reasonably) calculate and agree upon the precise amount to be repaid. 23.4 If the European Commission issues a recovery decision as defined in Article 14(1) of Council Regulation 659/1999 in connection with this Contract naming the Supplier as beneficiary, the Supplier acknowledges that Clause 23.3 shall apply regardless of whether: 23.4.1 the Supplier is in Default and irrespective of the Supplier's financial circumstances, except that the Authority shall apply paragraphs 60 to 68 of the Commission’s recovery notice in respect of the Supplier; and 23.4.2 in the Authority's view, as previously indicated to the Supplier, the State aid granted in connection with this Contract complies with the State Aid Terms. 23.5 If the Supplier fails to bring proceedings in respect of the repayment obligation before the expiry of the deadlines for those proceedings or loses any proceedings and fails to the extent possible to bring an appeal against that loss: 23.5.1 the Supplier shall give its consent for the unlawful and incompatible aid (plus interest, as applicable) to be released from the blocked account to the Authority and/or to such other government body as the Authority may direct, including in particular the Framework Authority; 23.5.2 without prejudice to any other remedy available to the Supplier at law (subject always to Clause 57), the Authority shall make no payment to the Supplier to indemnify the Supplier for the recovery of the unlawful and incompatible State aid; and 23.5.3 subject to Clauses 20.2 and 23.5.2, the Parties shall deal with the effect on this Contract of the repayment of the unlawful State aid in accordance with the Change Control Procedure.

State Aid. 23.1 Both 9.1 The Borrower has undertaken its own independent assessment of the Supplier compatibility of the Project with the State Aid Rules and confirms to the Council that the Project is structured so it is compliant with the State Aid Rules as further set out at paragraph 4 of Schedule 1 (Project Specific Conditions) and Annex 1 (State Aid Assessment) to this Agreement. The Borrower acknowledges that the Council has taken into account the Borrower's representations on compliance with the State Aid Rules in deciding to offer the Loan to the Borrower for the Project. 9.2 The Borrower warrants that the Loan and any public investment in the Project does not constitute unlawful State aid as defined in the State Aid Rules and, without prejudice to the general nature of this, the Borrower further warrants that: 9.2.1 the Borrower's use of the Loan (including any flow down of the Loan) will at all times be in accordance with the State Aid Rules; 9.2.2 the Borrower will openly procure and/or benchmark (as appropriate) all contractors and operators that will be involved in the delivery of the Project and shall comply with all applicable EU Procurement Requirements at all times in relation to the Project to the extent required by Law; 9.2.3 the Borrower shall procure and maintain the necessary expertise and resources to deliver the Project in accordance with the State Aid Rules for the full term of the Project; 9.2.4 the Borrower shall retain all documentation in relation to the Loan for a minimum of ten (10) years after the final Loan claim is paid. Such documentation may be held in either paper records or electronic form; 9.2.5 in the event that the Loan or part of it is determined by the European Commission to amount to or contain State aid that is incompatible with the common market (a "negative decision") and the Authority acknowledge European Commission further decides that it is the Authority's responsibility United Kingdom shall take all necessary measures to recover such incompatible State aid (in full or in part) from the Borrower (a "recovery decision"), the Borrower shall, to the extent the recovery decision requires, immediately pay such incompatible State aid to the Council plus interest in accordance with the recovery decision and without set-off or deduction; 9.2.6 in the event of any proposed variation to this Agreement including its Schedules the Borrower shall submit all information required by the Council for the purposes of ensuring the Loan complies with the State aid rules in force on the date of the proposed variation and the Borrower will repeat and reconfirm the warranties, representations and undertakings set out in this Agreement and any additional confirmation required by the Council in any variation documentation. No variation to this Agreement including its Schedules shall be agreed by the Council if the variation would result in the Loan failing to comply with the State Aid Terms and that the Milestone Payments made by the Authority to the Supplier pursuant to this Contract are made pursuant to an authorised State aid schemeRules. 23.2 9.3 The Supplier shall provide such assistance, information and/or support as the Authority may reasonably require from time to time in connection with the Authority's responsibilities under the State Aid Terms, or with any action, examination and/or investigation by the European Commission, pursuant to the State Aid Terms as may, in the Authority's view, be reasonably necessary Borrower acknowledges and relevant, but agrees that it is responsible for the avoidance of doubt shall not require the Supplier to provide legal advice subject to privilege to the Authority, and the Supplier shall be given adequate time to provide the information. 23.3 If the European Commission issues a recovery decision as defined in Article 14(1) of Council Regulation 659/1999 in connection with this Contract naming the Supplier as beneficiary, then, unless an earlier date has been specified by the European Commission or the national court, the Supplier shall within four (4) months of a written notice from the Authority at any time (where such notice shall include a copy ensuring that its use of the relevant European Commission decision) pay an amount equivalent to the unlawful Loan and incompatible aid of which the Supplier is beneficiary (plus interest, as applicable) which the European Commission requires to be repaid pursuant to its decision into a blocked account to which neither Party has unilateral access pending either: (i) the expiry all aspects of the deadlines for the Supplier to bring proceedings Project are in respect of the repayment without the Supplier having brought any proceedings before such expiry; or, where the Supplier has brought proceedings before such expiry, (ii) the final outcome of those proceedings including any appeals, provided that where the European Commission's decision does not specify the precise amount of unlawful aid to be recovered, the Parties shall (acting reasonably) calculate and agree upon the precise amount to be repaid. 23.4 If the European Commission issues a recovery decision as defined in Article 14(1) of Council Regulation 659/1999 in connection with this Contract naming the Supplier as beneficiary, the Supplier acknowledges that Clause 23.3 shall apply regardless of whether: 23.4.1 the Supplier is in Default and irrespective of the Supplier's financial circumstances, except that the Authority shall apply paragraphs 60 to 68 of the Commission’s recovery notice in respect of the Supplier; and 23.4.2 in the Authority's view, as previously indicated to the Supplier, the State aid granted in connection with this Contract complies accordance with the State Aid Terms. 23.5 If Rules. The Borrower hereby indemnifies the Supplier fails to bring proceedings Council (its employees, agents and representatives) on demand from and against all Losses, whether direct or indirect, in respect of the repayment obligation before the expiry a breach of the deadlines for those proceedings State Aid Rules and/or which arise out of or loses in consequence of a breach of any proceedings part of this Agreement. 9.4 The Borrower acknowledges that the Council may be obliged to assist government departments and fails bodies with the provision of information to the extent possible to bring an appeal against that loss: 23.5.1 European Commission in respect of this Agreement and the Supplier Loan. The Borrower shall give its consent for the unlawful and incompatible aid (plus interest, as applicable) to be released from the blocked account to the Authority and/or to such other government body as the Authority may direct, including in particular the Framework Authority; 23.5.2 without prejudice to any other remedy available to the Supplier at law (subject always to Clause 57), the Authority shall make no payment to the Supplier to indemnify the Supplier for the recovery of the unlawful and incompatible State aid; and 23.5.3 subject to Clauses 20.2 and 23.5.2, the Parties shall deal fully co- operate with the effect on this Contract Council in the provision of the repayment of the unlawful State aid in accordance with the Change Control Proceduresuch information.

State Aid. 23.1 Both the Supplier and the Authority The parties acknowledge that the Catapult is a Research Organisation and has an obligation to ensure, and is subject to audits to demonstrate, that all activities it is undertakes are compliant with EU state aid rules, including its activities under this Agreement. The parties therefore agree that, notwithstanding any other provision of this Agreement: the Authority's responsibility Catapult shall be entitled to comply with the State Aid Terms and that the Milestone Payments made by the Authority to the Supplier pursuant to this Contract are made pursuant to an authorised State aid scheme. 23.2 The Supplier shall provide such assistance, information and/or support as the Authority may reasonably require from time to time in connection with the Authority's responsibilities under the State Aid Terms, or cooperate fully with any action, examination and/or investigation by any grant funder of the European Commission, pursuant to the State Aid Terms as may, in the Authority's view, be reasonably necessary and relevant, but for the avoidance of doubt shall not require the Supplier to provide legal advice subject to privilege to the Authority, and the Supplier shall be given adequate time to provide the information. 23.3 If the European Commission issues a recovery decision as defined in Article 14(1) of Council Regulation 659/1999 in connection with this Contract naming the Supplier as beneficiary, then, unless an earlier date has been specified Catapult or by the European Commission or any court of law with respect to this Agreement regarding the national courtgrant/alleged grant of state aid and the provision of Services hereunder and the Supplier shall, if so requested by the Catapult, promptly provide to the Catapult all reasonable and necessary assistance in connection with any such investigation(s); the Catapult shall keep the Supplier informed of any active and specific investigation into this Agreement and, where possible, liaise with the Supplier concerning any response to the European Commission; and the parties shall comply with any ruling of the European Commission or court of law in relation to the application of the EU state aid rules to this Agreement. The obligations set out in Clause 17.1 above shall subsist for a period of 10 years from the date of completion of the provision of Services under this Agreement, notwithstanding any earlier termination of this Agreement. WARRANTIES, INDEMNITIES AND INSURANCE Each party represents and warrants to the other that it has the authority to enter into this Agreement and it has the requisite corporate power to enter into this Agreement without obtaining the consent of any third party. The Supplier represents and warrants that at all times while this Agreement is in force it will hold all permits, licences and authorisations necessary to supply the Services and to enable it to comply with its other obligations under this Agreement. The Supplier represents and warrants to the Catapult that: there are no commitments, conflicts of interest or other circumstances which will prevent or otherwise inhibit it providing the Services; it has the proper resources (including, but not limited to, Personnel and expertise) to perform its obligations as set out in this Agreement; this Agreement does not conflict with and does not, and will not, constitute a breach of any other contract, agreement or undertaking to which the Supplier is a party, and that the Supplier will not enter into any contract, agreement or undertaking which conflicts with, is inconsistent with, prejudices the provisions and intentions of, or constitutes a breach of, the provisions and intentions of this Agreement; it is not aware of any matter which will or may cause it to be unable to comply with any of its obligations set out in this Agreement in a proper and timely manner; it will perform all the Services pursuant to this Agreement in a timely and professional manner, in full compliance at all times with all applicable laws and regulations, codes and guidelines; and it has all necessary rights to grant the assignments and grant or procure the grant of the licences set out in Clause 11. The Supplier shall be liable to the Catapult for any loss or damage which may be caused by the Supplier and/or the Supplier’s Personnel to any In-put Material or any other materials, documents, records, research, photography, logos, designs, software or other property which otherwise comes into the possession or control of the Supplier in connection with the provision of the Services. The Supplier shall indemnify and hold the Catapult and the Catapult’s Personnel harmless from and against all losses, (including loss of profit) costs, liabilities, penalties, judgements, fines, damages and expenses (including reasonable legal and other professional fees and expenses) arising out of or in connection with: any breach of this Agreement by the Supplier and/or the Supplier’s Personnel (including any breach of any warranty given by the Supplier pursuant to Clauses 18.1, 18.2 and 18.3); any breach by the Supplier, the Supplier’s Personnel and/or any Sub-Contractor of Clause 13; the Supplier’s termination of this Agreement (other than where the Supplier has terminated this Agreement pursuant to Clause 19.1); any claim brought against the Catapult by any present or former employee, professional adviser or agent of the Supplier relating to any breach of this Agreement by the Supplier; any third party claim that the provision by the Supplier to the Catapult of, and use by the Catapult of, the Services and/or Deliverables infringes the Intellectual Property Rights or any other rights of any third party, save to the extent that such claim relates to any In-put Materials; and/or any third party claim which relates to or arises from the provision of the Services and/or the Deliverables as a consequence of any breach of this Agreement, or any negligent performance or failure or delay in performance by the Supplier of its obligations under this Agreement. During the Term and for a period of one (1) year thereafter, the Supplier shall within four maintain in force, with a reputable insurance company, professional indemnity insurance in an amount not less than one million pounds sterling (4) months £1,000,000), employer’s liability insurance in an amount not less than five million pounds sterling (£5,000,000), and public liability insurance in an amount not less than five million pounds sterling (£5,000,000), and shall, on the Catapult’s request, produce both the insurance certificate giving details of a written notice from cover and the Authority at any time (where such notice shall include a copy receipt for the current year’s premium for each of the relevant European Commission decision) pay an amount equivalent to above insurance policies. The Supplier shall notify the unlawful and incompatible aid insurers of which the policies acquired by the Supplier is beneficiary (plus interest, as applicable) which pursuant to Clause 18.6 and shall cause the European Commission requires interest of the Catapult to be repaid pursuant to its decision into a blocked account to which neither Party has unilateral access pending either: (i) noted on such insurance policies. The provisions of this Clause 18 shall survive expiry or termination of this Agreement, however arising. For the expiry purposes of this Agreement, any and all acts and/or omissions of any Personnel of the deadlines for the Supplier shall be considered in relation to bring proceedings in respect of the repayment without the Supplier having brought any proceedings before such expiry; or, where the Supplier has brought proceedings before such expiry, (ii) the final outcome of those proceedings including any appeals, provided that where the European Commission's decision does not specify the precise amount of unlawful aid to be recovered, the Parties shall (acting reasonably) calculate and agree upon the precise amount to be repaid. 23.4 If the European Commission issues a recovery decision this Agreement as defined in Article 14(1) of Council Regulation 659/1999 in connection with this Contract naming the Supplier as beneficiary, the Supplier acknowledges that Clause 23.3 shall apply regardless of whether: 23.4.1 the Supplier is in Default and irrespective an act or omission of the Supplier's financial circumstances, except that the Authority shall apply paragraphs 60 to 68 of the Commission’s recovery notice in respect of the Supplier; and 23.4.2 in the Authority's view, as previously indicated to the Supplier, the State aid granted in connection with this Contract complies with the State Aid Terms. 23.5 If the Supplier fails to bring proceedings in respect of the repayment obligation before the expiry of the deadlines for those proceedings or loses any proceedings and fails to the extent possible to bring an appeal against that loss: 23.5.1 the Supplier shall give its consent for the unlawful and incompatible aid (plus interest, as applicable) to be released from the blocked account to the Authority and/or to such other government body as the Authority may direct, including in particular the Framework Authority; 23.5.2 without prejudice to any other remedy available to the Supplier at law (subject always to Clause 57), the Authority shall make no payment to the Supplier to indemnify the Supplier for the recovery of the unlawful and incompatible State aid; and 23.5.3 subject to Clauses 20.2 and 23.5.2, the Parties shall deal with the effect on this Contract of the repayment of the unlawful State aid in accordance with the Change Control Procedure.

State Aid. 23.1 22.1 Both the Supplier and the Authority acknowledge that it is the Authority's responsibility to comply with the State Aid Terms and that the Milestone any Subsidy Payments made by the Authority to the Supplier pursuant to this Contract are must be made in accordance with the State aid Terms (including being made pursuant to an authorised approved State aid scheme). 23.2 22.2 The Supplier shall provide such assistance, information and/or support as the Authority may reasonably require from time to time in connection with the Authority's responsibilities under the State Aid Terms, or with any action, examination and/or investigation by the European Commission, pursuant to the State Aid Terms as may, in the Authority's view, be reasonably necessary and relevant, but for the avoidance of doubt shall not require the Supplier to provide legal advice subject to privilege to the Authority, and the Supplier shall be given adequate time to provide the information. 23.3 22.3 If the European Commission issues a recovery decision as defined in Article 14(116(1) of Council Regulation 659/1999 2015/1589 in connection with this Contract naming the Supplier as beneficiarybeneficiary of unlawful aid, then, unless an earlier a repayment date has been specified by the European Commission or the national court, the Supplier Authority shall within four (4) months of issue a written notice from to the Authority at any time Supplier (where with such notice shall include including a copy of the relevant European Commission decision) and the Supplier shall pay without delay and in any event not later than 20 Working Days from the date of such written notice, an amount equivalent to the unlawful and incompatible aid of which the Supplier is beneficiary (plus interest, calculated from the date when the unlawful aid was first provided to the Supplier, as applicable) ), which the European Commission requires to be repaid pursuant to its decision into a blocked account to which neither Party has unilateral access pending either: (i) the expiry of the deadlines for the Supplier to bring proceedings in respect of challenging the repayment recovery decision without the Supplier having brought any such proceedings before such expiry; or, where the Supplier has brought proceedings before such expiry, (ii) the final outcome of those proceedings including any appeals, provided that where the European Commission's decision does not specify the precise amount of unlawful aid to be recovered, the Parties shall (acting reasonably) calculate and agree upon the precise amount to be repaid. 23.4 22.4 If the European Commission issues a recovery decision as defined in Article 14(116(1) of Council Regulation 659/1999 2015/1589 in connection with this Contract naming the Supplier as beneficiary, the Supplier acknowledges that Clause 23.3 22.3 shall apply regardless of whether: 23.4.1 22.4.1 the Supplier is in Default and irrespective of the Supplier's financial circumstances, except that the Authority shall apply paragraphs 60 to 68 of the Commission’s recovery notice Notice from the Commission 2007/C 272/05 in respect of the Supplier; and 23.4.2 22.4.2 in the Authority's view, as previously indicated to the Supplier, the State aid granted in connection with this Contract complies with the State Aid Terms. 23.5 22.5 If the Supplier fails to bring proceedings in respect of the repayment obligation decision before the expiry of the deadlines for those proceedings or loses any proceedings and fails to the extent possible to bring an appeal against that loss: 23.5.1 22.5.1 the Supplier shall immediately give its consent for the unlawful and incompatible aid (plus interest, as applicable) to be released from the blocked account to the Authority and/or to such other government body as the Authority may direct, including in particular the Framework Programme Authority; 23.5.2 22.5.2 without prejudice to any other remedy available to the Supplier at law (subject always to Clause 5756), the Authority shall make no payment to the Supplier to indemnify the Supplier for the recovery of the unlawful and incompatible State aid; and 23.5.3 22.5.3 subject to Clauses 20.2 19.2 and 23.5.222.5.2, the Parties shall deal with the effect on this Contract of the repayment of the unlawful State aid in accordance with the Change Control Procedure.

State Aid. 23.1 Both the Supplier Grantee and the Authority Welsh Ministers acknowledge that it is any Subsidy Payments by the Authority's responsibility Welsh Ministers to comply the Grantee pursuant to this Agreement must be made in accordance with the State Aid Terms and that the Milestone Payments made by the Authority to the Supplier pursuant to this Contract are (including being made pursuant to an authorised approved State aid Aid scheme). 23.2 The Supplier Grantee shall provide such assistance, information and/or support as the Authority Welsh Ministers may reasonably require from time to time in connection with the Authority's Welsh Ministers' responsibilities under the State Aid Terms, or with any action, examination and/or investigation by the European Commission, pursuant to the State Aid Terms as may, in the Authority's Welsh Ministers' view, be reasonably necessary and relevant, but for the avoidance of doubt shall not require the Supplier Grantee to provide legal advice subject to privilege to the AuthorityWelsh Ministers, and the Supplier Grantee shall be given adequate time to provide the information. 23.3 If the European Commission issues a recovery decision as defined in Article 14(116(1) of Council Regulation 659/1999 2015/1589 in connection with this Contract Agreement naming the Supplier Grantee as beneficiarybeneficiary of unlawful aid, then, unless an earlier a repayment date has been specified by the European Commission or the national court, the Supplier Welsh Ministers shall within four (4) months of issue a written notice from to the Authority at any time Grantee (where with such notice shall include including a copy of the relevant European Commission decision) and the Grantee shall pay without delay and in any event not later than 20 Working Days from the date of such written notice, an amount equivalent to the unlawful and incompatible aid of which the Supplier Grantee is beneficiary (plus interest, calculated from the date when the unlawful aid was first provided to the Grantee, as applicable) ), which the European Commission requires to be repaid pursuant to its decision into a blocked account to which neither Party has unilateral access pending either: (i) the expiry of the deadlines for the Supplier Grantee to bring proceedings in respect of challenging the repayment recovery decision without the Supplier Grantee having brought any such proceedings before such expiry; or, where the Supplier Grantee has brought proceedings before such expiry, (ii) the final outcome of those proceedings including any appeals, provided that where the European Commission's decision does not specify the precise amount of unlawful aid to be recovered, the Parties shall (acting reasonably) calculate and agree upon the precise amount to be repaid. 23.4 If the European Commission issues a recovery decision as defined in Article 14(116(1) of Council Regulation 659/1999 2015/1589 in connection with this Contract Agreement naming the Supplier Grantee as beneficiary, the Supplier Grantee acknowledges that Clause 23.3 shall apply regardless of whether: 23.4.1 the Supplier Grantee is in Default and irrespective of the SupplierGrantee's financial circumstances, except that the Authority Welsh Ministers shall apply paragraphs 60 to 68 of the Commission’s recovery notice Notice from the Commission 2007/C 272/05 in respect of the SupplierGrantee; and 23.4.2 in the Authority's Welsh Ministers' view, as previously indicated to the SupplierGrantee, the State aid granted in connection with this Contract Agreement complies with the State Aid Terms. 23.5 If the Supplier Grantee fails to bring proceedings in respect of the repayment obligation decision before the expiry of the deadlines for those proceedings or loses any proceedings and fails to the extent possible to bring an appeal against that loss: 23.5.1 the Supplier Grantee shall immediately give its consent for the unlawful and incompatible aid (plus interest, as applicable) to be released from the blocked account to the Authority Welsh Ministers and/or to such other government body as the Authority Welsh Ministers may direct, including in particular the Framework Programme Authority; 23.5.2 without prejudice to any other remedy available to the Supplier Grantee at law (subject always to Clause 57), the Authority Welsh Ministers shall make no payment to the Supplier Grantee to indemnify the Supplier Grantee for the recovery of the unlawful and incompatible State aid; and 23.5.3 subject to Clauses 20.2 and 23.5.2, the Parties shall deal with the effect on this Contract Agreement of the repayment of the unlawful State aid in accordance with the Change Control Procedure.

State Aid. 23.1 Both the Supplier and the Authority The parties acknowledge that the Catapult is a Research Organisation and has an obligation to ensure, and is subject to audits to demonstrate, that all activities it is undertakes are compliant with EU state aid rules, including its activities under this Agreement. The parties therefore agree that, notwithstanding any other provision of this Agreement: the Authority's responsibility Catapult shall be entitled to comply with the State Aid Terms and that the Milestone Payments made by the Authority to the Supplier pursuant to this Contract are made pursuant to an authorised State aid scheme. 23.2 The Supplier shall provide such assistance, information and/or support as the Authority may reasonably require from time to time in connection with the Authority's responsibilities under the State Aid Terms, or cooperate fully with any action, examination and/or investigation by any grant funder of the European Commission, pursuant to the State Aid Terms as may, in the Authority's view, be reasonably necessary and relevant, but for the avoidance of doubt shall not require the Supplier to provide legal advice subject to privilege to the Authority, and the Supplier shall be given adequate time to provide the information. 23.3 If the European Commission issues a recovery decision as defined in Article 14(1) of Council Regulation 659/1999 in connection with this Contract naming the Supplier as beneficiary, then, unless an earlier date has been specified Catapult or by the European Commission or any court of law with respect to this Agreement regarding the national courtgrant/alleged grant of state aid and the provision of Services hereunder and the Supplier shall, if so requested by the Catapult, promptly provide to the Catapult all reasonable and necessary assistance in connection with any such investigation(s); the Catapult shall keep the Supplier informed of any active and specific investigation into this Agreement and, where possible, liaise with the Supplier concerning any response to the European Commission; and the parties shall comply with any ruling of the European Commission or court of law in relation to the application of the EU state aid rules to this Agreement. The obligations set out in Clause 17.1 above shall subsist for a period of 10 years from the date of completion of the provision of Services under this Agreement, notwithstanding any earlier termination of this Agreement. WARRANTIES, INDEMNITIES AND INSURANCE Each party represents and warrants to the other that it has the authority to enter into this Agreement and it has the requisite corporate power to enter into this Agreement without obtaining the consent of any third party. The Supplier represents and warrants that at all times while this Agreement is in force it will hold all permits, licences and authorisations necessary to supply the Services and to enable it to comply with its other obligations under this Agreement. The Supplier represents and warrants to the Catapult that: there are no commitments, conflicts of interest or other circumstances which will prevent or otherwise inhibit it providing the Services; it has the proper resources (including, but not limited to, Personnel and expertise) to perform its obligations as set out in this Agreement; this Agreement does not conflict with and does not, and will not, constitute a breach of any other contract, agreement or undertaking to which the Supplier is a party, and that the Supplier will not enter into any contract, agreement or undertaking which conflicts with, is inconsistent with, prejudices the provisions and intentions of, or constitutes a breach of, the provisions and intentions of this Agreement; it is not aware of any matter which will or may cause it to be unable to comply with any of its obligations set out in this Agreement in a proper and timely manner; it will perform all the Services pursuant to this Agreement in a timely and professional manner, in full compliance at all times with all applicable laws and regulations, codes and guidelines; and it has all necessary rights to grant the assignments and grant or procure the grant of the licences set out in Clause 11. The Supplier shall be liable to the Catapult for any loss or damage which may be caused by the Supplier and/or the Supplier’s Personnel to any In-put Material or any other materials, documents, records, research, photography, logos, designs, software or other property which otherwise comes into the possession or control of the Supplier in connection with the provision of the Services. The Supplier shall indemnify and hold the Catapult and the Catapult’s Personnel harmless from and against all losses, (including loss of profit) costs, liabilities, penalties, judgements, fines, damages and expenses (including reasonable legal and other professional fees and expenses) arising out of or in connection with: any breach of this Agreement by the Supplier and/or the Supplier’s Personnel (including any breach of any warranty given by the Supplier pursuant to Clauses 18.1, 18.2 and 18.3); any breach by the Supplier, the Supplier’s Personnel and/or any Sub-Contractor of Clause 13; the Supplier’s termination of this Agreement (other than where the Supplier has terminated this Agreement pursuant to Clause 19.1); any claim brought against the Catapult by any present or former employee, professional adviser or agent of the Supplier relating to any breach of this Agreement by the Supplier; any third party claim that the provision by the Supplier to the Catapult of, and use by the Catapult of, the Services and/or Deliverables infringes the Intellectual Property Rights or any other rights of any third party, save to the extent that such claim relates to any In-put Materials; and/or any third party claim which relates to or arises from the provision of the Services and/or the Deliverables as a consequence of any breach of this Agreement, or any negligent performance or failure or delay in performance by the Supplier of its obligations under this Agreement. During the Term and for a period of one (1) year thereafter, the Supplier shall within four maintain in force, with a reputable insurance company, professional indemnity insurance in an amount not less than [ten million pounds sterling (4) months £10,000,000)], employer’s liability insurance in an amount not less than [ten million pounds sterling (£10,000,000)], and public liability insurance in an amount not less than [ten million pounds sterling (£10,000,000)], and shall, on the Catapult’s request, produce both the insurance certificate giving details of a written notice from cover and the Authority at any time (where such notice shall include a copy receipt for the current year’s premium for each of the relevant European Commission decision) pay an amount equivalent to above insurance policies. The Supplier shall notify the unlawful and incompatible aid insurers of which the policies acquired by the Supplier is beneficiary (plus interest, as applicable) which pursuant to Clause 18.6 and shall cause the European Commission requires interest of the Catapult to be repaid pursuant to its decision into a blocked account to which neither Party has unilateral access pending either: (i) noted on such insurance policies. The provisions of this Clause 18 shall survive expiry or termination of this Agreement, however arising. For the expiry purposes of this Agreement, any and all acts and/or omissions of any Personnel of the deadlines for the Supplier shall be considered in relation to bring proceedings in respect of the repayment without the Supplier having brought any proceedings before such expiry; or, where the Supplier has brought proceedings before such expiry, (ii) the final outcome of those proceedings including any appeals, provided that where the European Commission's decision does not specify the precise amount of unlawful aid to be recovered, the Parties shall (acting reasonably) calculate and agree upon the precise amount to be repaid. 23.4 If the European Commission issues a recovery decision this Agreement as defined in Article 14(1) of Council Regulation 659/1999 in connection with this Contract naming the Supplier as beneficiary, the Supplier acknowledges that Clause 23.3 shall apply regardless of whether: 23.4.1 the Supplier is in Default and irrespective an act or omission of the Supplier's financial circumstances, except that the Authority shall apply paragraphs 60 to 68 of the Commission’s recovery notice in respect of the Supplier; and 23.4.2 in the Authority's view, as previously indicated to the Supplier, the State aid granted in connection with this Contract complies with the State Aid Terms. 23.5 If the Supplier fails to bring proceedings in respect of the repayment obligation before the expiry of the deadlines for those proceedings or loses any proceedings and fails to the extent possible to bring an appeal against that loss: 23.5.1 the Supplier shall give its consent for the unlawful and incompatible aid (plus interest, as applicable) to be released from the blocked account to the Authority and/or to such other government body as the Authority may direct, including in particular the Framework Authority; 23.5.2 without prejudice to any other remedy available to the Supplier at law (subject always to Clause 57), the Authority shall make no payment to the Supplier to indemnify the Supplier for the recovery of the unlawful and incompatible State aid; and 23.5.3 subject to Clauses 20.2 and 23.5.2, the Parties shall deal with the effect on this Contract of the repayment of the unlawful State aid in accordance with the Change Control Procedure.

State Aid. 23.1 Both the Supplier and the Authority acknowledge that it is the Authority's responsibility to comply with the State Aid Terms and that the Milestone Payments made by the Authority to the Supplier pursuant to this Contract are made pursuant to an authorised State aid scheme. 23.2 The Supplier shall provide such assistance, information and/or support as the Authority may reasonably require from time to time in connection with the Authority's responsibilities under the State Aid Terms, or with any action, examination and/or investigation by the European Commission, pursuant to the State Aid Terms as may, in the Authority's view, be reasonably necessary and relevant, but for the avoidance of doubt shall not require the Supplier to provide legal advice subject to privilege to the Authority, and the Supplier shall be given adequate time to provide the information.provide 23.3 If the European Commission issues a recovery decision as defined in Article 14(1) of Council Regulation 659/1999 in connection with this Contract naming the Supplier as beneficiary, then, unless an earlier date has been specified by the European Commission or the national court, the Supplier shall within four (4) months of a written notice from the Authority at any time (where such notice shall include a copy of the relevant European Commission decision) pay an amount equivalent to the unlawful and incompatible aid of which the Supplier is beneficiary (plus interest, as applicable) which the European Commission requires to be repaid pursuant to its decision into a blocked account to which neither Party has unilateral access pending either: (i) the expiry of the deadlines for the Supplier to bring proceedings in respect of the repayment without the Supplier having brought any proceedings before such expiry; or, where the Supplier has brought proceedings before such expiry, (ii) the final outcome of those proceedings including any appeals, provided that where the European Commission's decision does not specify the precise amount of unlawful aid to be recovered, the Parties shall (acting reasonably) calculate and agree upon the precise amount to be repaid. 23.4 If the European Commission issues a recovery decision as defined in Article 14(1) of Council Regulation 659/1999 in connection with this Contract naming the Supplier as beneficiary, the Supplier acknowledges that Clause 23.3 shall apply regardless of whether: 23.4.1 the Supplier is in Default and irrespective of the Supplier's financial circumstances, except that the Authority shall apply paragraphs 60 to 68 of the Commission’s recovery notice in respect of the Supplier; and 23.4.2 in the Authority's view, as previously indicated to the Supplier, the State aid granted in connection with this Contract complies with the State Aid Terms. 23.5 If the Supplier fails to bring proceedings in respect of the repayment obligation before the expiry of the deadlines for those proceedings or loses any proceedings and fails to the extent possible to bring an appeal against that loss: 23.5.1 the Supplier shall give its consent for the unlawful and incompatible aid (plus interest, as applicable) to be released from the blocked account to the Authority and/or to such other government body as the Authority may direct, including in particular the Framework Authority; 23.5.2 without prejudice to any other remedy available to the Supplier at law (subject always to Clause 57), the Authority shall make no payment to the Supplier to indemnify the Supplier for the recovery of the unlawful and incompatible State aid; and 23.5.3 subject to Clauses 20.2 and 23.5.2, the Parties shall deal with the effect on this Contract of the repayment of the unlawful State aid in accordance with the Change Control Procedure.

State Aid. 23.1 Both 8.1 The Grant Recipient has undertaken its own independent assessment of the Supplier compatibility of the Project with the State Aid Rules and confirms to the Council that the Project is structured so it is compliant with the State Aid Rules as further set out at paragraph 4 of Schedule 1 (Project Specific Conditions) and Annex 1 (State Aid Assessment) to this Agreement. The Grant Recipient acknowledges that the Council has taken into account the Grant Recipient's representations on compliance with the State Aid Rules in deciding to offer the Grant to the Grant Recipient for the Project. 8.2 The Grant Recipient warrants that the Grant and any public investment in the Project does not constitute unlawful State aid as defined in the State Aid Rules and, without prejudice to the general nature of this, the Grant Recipient further warrants that: 8.2.1 the Grant Recipient's use of the Grant (including any flow down of the Grant) will at all times be in accordance with the State Aid Rules; 8.2.2 the Grant Recipient will openly procure and/or benchmark (as appropriate and compliant) all contractors and operators that will be involved in the delivery of the Project and shall comply with all applicable EU Procurement Requirements at all times in relation to the Project to the extent required by Law; 8.2.3 the Grant Recipient shall procure and maintain the necessary expertise and resources to deliver the Project in accordance with the State Aid Rules for the full term of the Project; 8.2.4 the Grant Recipient shall retain all documentation in relation to the Grant for a minimum of ten (10) years after the final Grant Claim is paid. Such documentation may be held in either paper records or electronic form; 8.2.5 in the event that the Grant or part of it is determined by the European Commission to amount to or contain State aid that is incompatible with the common market (a "negative decision") and the Authority acknowledge European Commission further decides that it is the Authority's responsibility United Kingdom shall take all necessary measures to recover the Grant (in full or in part) from the Grant Recipient (a "recovery decision"), the Grant Recipient shall, to the extent the recovery decision requires repayment of all or part of the Grant received by the Grant Recipient, immediately repay such proportion of the Grant to the Council plus interest in accordance with the recovery decision and without set-off or deduction; 8.2.6 in the event of any proposed variation to this Agreement including its Schedules the Grant Recipient shall submit all information required by the Council for the purposes of ensuring the Grant complies with the State aid rules in force on the date of the proposed variation and the Grant Recipient will repeat and reconfirm the warranties, representations and undertakings set out in this Agreement and any additional confirmation required by the Council in any variation documentation. No variation to this Agreement including its Schedules shall be agreed by the Council if the variation would result in the Grant failing to comply with the State Aid Terms and that the Milestone Payments made by the Authority to the Supplier pursuant to this Contract are made pursuant to an authorised State aid schemeRules. 23.2 8.3 The Supplier shall provide such assistance, information and/or support as the Authority may reasonably require from time to time in connection with the Authority's responsibilities under the State Aid Terms, or with any action, examination and/or investigation by the European Commission, pursuant to the State Aid Terms as may, in the Authority's view, be reasonably necessary Grant Recipient acknowledges and relevant, but agrees that it is responsible for the avoidance of doubt shall not require the Supplier to provide legal advice subject to privilege to the Authority, and the Supplier shall be given adequate time to provide the information. 23.3 If the European Commission issues a recovery decision as defined in Article 14(1) of Council Regulation 659/1999 in connection with this Contract naming the Supplier as beneficiary, then, unless an earlier date has been specified by the European Commission or the national court, the Supplier shall within four (4) months of a written notice from the Authority at any time (where such notice shall include a copy ensuring that its use of the relevant European Commission decision) pay an amount equivalent to the unlawful Grant and incompatible aid of which the Supplier is beneficiary (plus interest, as applicable) which the European Commission requires to be repaid pursuant to its decision into a blocked account to which neither Party has unilateral access pending either: (i) the expiry all aspects of the deadlines for the Supplier to bring proceedings Project are in respect of the repayment without the Supplier having brought any proceedings before such expiry; or, where the Supplier has brought proceedings before such expiry, (ii) the final outcome of those proceedings including any appeals, provided that where the European Commission's decision does not specify the precise amount of unlawful aid to be recovered, the Parties shall (acting reasonably) calculate and agree upon the precise amount to be repaid. 23.4 If the European Commission issues a recovery decision as defined in Article 14(1) of Council Regulation 659/1999 in connection with this Contract naming the Supplier as beneficiary, the Supplier acknowledges that Clause 23.3 shall apply regardless of whether: 23.4.1 the Supplier is in Default and irrespective of the Supplier's financial circumstances, except that the Authority shall apply paragraphs 60 to 68 of the Commission’s recovery notice in respect of the Supplier; and 23.4.2 in the Authority's view, as previously indicated to the Supplier, the State aid granted in connection with this Contract complies accordance with the State Aid Terms. 23.5 If Rules. The Grant Recipient hereby indemnifies the Supplier fails to bring proceedings Council (its employees, agents and representatives) on demand from and against all Losses, whether direct or indirect, in respect of the repayment obligation before the expiry a breach of the deadlines for those proceedings State Aid Rules and/or which arise out of or loses in consequence of a breach of any proceedings part of this Agreement. 8.4 The Grant Recipient acknowledges that the Council may be obliged to assist government departments and fails bodies with the provision of information to the extent possible to bring an appeal against that loss: 23.5.1 European Commission in respect of this Agreement and the Supplier Grant. The Grant Recipient shall give its consent for the unlawful and incompatible aid (plus interest, as applicable) to be released from the blocked account to the Authority and/or to such other government body as the Authority may direct, including in particular the Framework Authority; 23.5.2 without prejudice to any other remedy available to the Supplier at law (subject always to Clause 57), the Authority shall make no payment to the Supplier to indemnify the Supplier for the recovery of the unlawful and incompatible State aid; and 23.5.3 subject to Clauses 20.2 and 23.5.2, the Parties shall deal fully co-operate with the effect on this Contract Council in the provision of the repayment of the unlawful State aid in accordance with the Change Control Proceduresuch information.