ZÁKLADNÉ INFORMÁCIE O ZMLUVE UZAVRETEJ PODĽA INÉHO AKO SLOVENSKÉHO PRÁVNEHO PORIADKU1
Slovenská technická univerzita v Bratislave, Xxxxxxxx 0, 000 00 Xxxxxxxxxx, XXX: 00397687
ZÁKLADNÉ INFORMÁCIE O ZMLUVE
UZAVRETEJ PODĽA INÉHO AKO SLOVENSKÉHO PRÁVNEHO PORIADKU1
1. Rozhodné právo: Právo Belgické
2. Zmluvné strany:
2.1 EIT Digital IVZW,
názov/obchodné meno
0 Xxx Xxxxxxx, X-0000 Xxxxxxxx, Xxxxxxxx
sídlo/štát
IČO/registrácia
2.2 Slovenská technická univerzita v Bratislave
názov/obchodné meno
Vazovova 5, 812 43 Bratislava, Slovensko
sídlo/štát
00397687
IČO/registrácia
3. Typ zmluvy: Xxxxxxxx dohoda na letnú školu
4. Predmet zmluvy: Vnútorná grantová dohoda medzi EIT Digital IVZW a STU.
5. Cena: 60 000 €
6. Doba zmluvy: 01.01.2022-31.12.2022
7. Záručná doba:
7.1 je dohodnutá na dobu
7.2 nie je dohodnutá
8. Zmluva vyhotovená v anglickom jazyku je neoddeliteľnou súčasťou tejto informácie a nasleduje za jej textom.
V Bratislave dňa 2.6.2022
1§ 853 ods. 3 Občianskeho zákonníka, § 771c Obchodného zákonníka
0642 Slovak University of Technology in Bratislava - Internal Agreement - Grant
2022
This Agreement shall have – after being signed – retroactive effect from 1 January 2022 by and between:
EIT Digital IVZW, an international non-profit association under Belgian law, having its registered office at 0 Xxx Xxxxxxx, X-0000 Xxxxxxxx, Xxxxxxx, hereinafter referred to as “KIC LE”.
and
Slovak University of Technology in Bratislava (STU), having its registered office in Xxxxxxxx 0,
SK-812 43 BRATISLAVA, SLOVAKIA, hereinafter referred to as “Beneficiary”,
hereinafter also jointly referred to as “Parties” and separately as “Party”
RECITALS
Whereas the European Institute of Innovation and Technology ("the EIT") has been established to complement existing European Union and national policies and initiatives, by fostering the integration of the knowledge triangle — higher education, research and innovation — across the European Union;
Whereas the EIT on the one hand and the KIC LE on the other hand have entered into a Partnership Agreement effective as from January 1, 2021 (“PA”), laying down the general terms and conditions under which KIC EIT Digital must operate as an Institutionalised European Partnership;
Whereas the KIC LE has entered into the (Model) Grant Agreement (“(M)GA”) with the EIT, laying down the provisions concerning the implementation of the KIC Business Plan through grants;
Whereas the (M)GA for 2021 will be extended by EIT for the year 2022 through an amendment and
the EIT has awarded a grant for the calendar year 2022 (“Relevant Year,”), hereinafter “the Grant”, to the KIC LE in accordance with and subject to the terms and conditions of the (M)GA;
Whereas the Beneficiary, if it is a Member, has become or has the firm intention to become a party to (M)GA as a “KIC Partner” through its signature of the accession form as provided for in article 40 and annex 3 to the (M)GA;
Whereas the Beneficiary, if it is an Affiliated Entity, has been listed in article 8 of the (M)GA and may in this capacity implement action tasks as provided for in the (M)GA;
Whereas the Beneficiary, if it is an External Partner, has, as EIT KIC Partner become or has the firm intention to become a party to the (M)GA as a “KIC Partner” through its signature of the accession form, in the form as provided for in article 40 and annex 3 to the (M)GA;
Whereas the PA, and the (M)GA arrange various rights and obligations between the EIT and the KIC LE, and respectively the EIT, the KIC LE and the KIC Partners, in relation to the general terms and conditions under which the KIC EIT Digital must operation as an Institutionalised European Partnership and respectively the implementation of the KIC Business Plan through grants.
The KIC Added Value Activities as defined hereafter form the basis for the KIC business plan with respect to the Relevant Year, as approved by KIC LE in accordance with its Statutes and By-Laws and by EIT (“the Business Plan”), and attached to the (M)GA. Affiliated Entities may implement KIC added value Activities;
Whereas the Grant from EIT will be paid to the KIC LE, partly for the KIC LE’s own organisation and operation and partly for the KIC added value Activities (as defined below) to be carried out by beneficiaries, being KIC Partners and Affiliated Entities, that are part of or related to the KIC;
Whereas under the PA and (M)GA it is intended that KIC LE will transfer to the beneficiaries, being KIC Partners and Affiliated Entities parts of the Grant in accordance with the Business Plan;
Whereas in this Agreement Beneficiary and KIC LE wish to
(i) Transpose the provisions of the PA, entered into by and between the EIT and the KIC LE, in the KIC’s legal and operational arrangements between the KIC LE and the KIC Partner, as required by the EIT under Article 1 and Article 5.3 of the PA;
(ii) lay down the contractual arrangements between them, regarding the KIC Activities in which Beneficiary is involved, as laid down in this Agreement and regarding part of the Grant to be received in respect of the KIC added value Tasks, as defined below, that will be performed by Beneficiary in the Relevant Year in accordance with this Agreement and to further specify certain rights and obligations pertaining to them in respect thereof under the PA, and (M)GA;
THEREFORE the Parties hereto agree as follows:
1. DEFINITIONS
1.1. “AAA Activities” shall mean role model innovation KIC Activities with exceptional impact and sustainability contribution. The qualification of an AAA KIC Activity is given by the Supervisory Board.
1.2. “Action Line” shall mean a collection of KIC Activities in a specific innovation or education Area. Action Lines are a subset of Segments, as hereinafter further defined.
1.3. “Activity Lead” shall have the same meaning as “Lead” in By-Laws Annex C and shall mean the beneficiary in a KIC Activity that monitors and coordinates progress of theKIC Activity in accordance with By-laws Annex C.
1.4. “Activity Plan” shall mean a plan per KIC Activity, detailing the Activity Lead and the other
beneficiaries for that KIC Activity, the KIC added value Tasks per beneficiary, including those of Beneficiary, the budgets for the KIC added value Tasks per beneficiary, including Beneficiary, and other data relevant to such KIC Activity. The Activity Plan also contains the KIC Sustainability Contribution.
1.5. “Affiliated Entity” shall mean a legal entity affiliated to a beneficiary within themeaning of article 187 of the EU Financial Regulation 2018/1046 which participates in the action with similar rights and obligations as the beneficiaries (obligation to implement action tasks and right to charge costs and claim contributions);
1.6. “Agreement” shall mean this Internal Agreement, including its recitals, and any Annex
attached hereto.
1.7. “Area” shall mean a collection of Segments in a specific domain as specified by EIT.
1.8. “beneficiary, as opposed to “Beneficiary” shall mean any party that is eligible to receiving part of the Grant through execution of an Internal Agreement, substantiallyequal to this Agreement.
1.9. “Business Plan” shall have the meaning assigned to it in the Recitals.
1.10. “By-Laws” shall mean the internal regulation of the KIC LE, providing for additional rules governing the Association and its Members as described in Article 33 of the Statutes of the KIC LE as applicable at the Effective Date.
1.11. “Co-funding” is the Beneficiary contribution to a KIC added value Task.
1.12. “Contingency Buffer” is the mechanism to resolve cash flow and non-eligible cost issues at the level of EIT Digital IVZW and its Related Companies. The principles of the Contingency Buffer are defined in a procedure approved by the Executive Steering Board dated December 14th 2011. The arrangement describing the Contingency Buffer is an integral part of this Agreement and is described in article 14.
1.13. “EIT” shall have the meaning assigned to it in the Recitals.
1.14. “PA” shall have the meaning assigned to it in the Recitals.
1.15. “(M)GA” shall have the meaning assigned to it in the Recitals.
1.16. “Grant” shall have the meaning assigned to it in the Recitals.
1.17. “KIC” shall mean the Institutionalised European Partnership of higher education institutions, research organisations, companies and other stakeholders in the innovation process in the form of a strategic network, regardless of its precise legal form, based on joint mid- and long-term innovation planning to meet the EIT challenges and contribute to attaining to the objectives established under the Horizon Europe Framework Programme, in the field of information and communication technology (EIT Digital KIC) as further described in the recitals.
1.18. “KIC added value Activity” shall mean KIC Activities carried out by the KIC, in accordance with the KIC Business Plan, contributing to the integration of the knowledge triangle, including establishment, administrative and coordination activities of the KIC, and contributing to the overall objectives of the EIT.
1.19. “KIC added value Task” shall mean such part of a KIC added value Activity that is carriedout by a beneficiary taking part in such KIC added value Activity, as for Beneficiary isset out in the PTL per KIC Activity.
1.20. “KIC Sustainability Contribution(s)” shall mean such part of the KIC Activity that defines the contribution(s) by the Beneficiary to the sustainability strategy of the KICEIT Digital.
1.21. “KIC Partner” shall mean any legal entity which is a member of the KIC and may include,in particular, higher education institutions, vocational education and training providers, research organisations, public or private companies, financial institutions, regional and local
authorities, foundations and non-profit organisations.
1.22. “Partner Grant” shall mean such part of the Grant that is designated in the Business Plan for the KIC added value Tasks to be carried out by the Beneficiary.
1.23. “Partner Task List” or “PTL” shall mean the list for each beneficiary containing the KIC added value Tasks and/or KIC Sustainability Contribution(s) that are approved in the Business Plan. The PTL can be obtained by each beneficiary from the EIT Digital Intranet.
1.24. “Segment” shall mean a collection of KIC Activities in a specific area as specified by EIT.
2. ACKNOWLEDGEMENT
2.1. Beneficiary acknowledges that it has full knowledge of the PA and the Statutes and By- Laws of KIC LE and is bound by the provisions of the PA as transposed in this Agreement, and the Statutes and By-Laws of the KIC LE and shall comply with the relevant provisions of the PA as transposed herein, the Statutes and By-Laws related to the Grant and with the decisions of the governing competent bodies of the KIC LE for the implementation of this Agreement. Additionally, Beneficiary is bound by the rights and obligations arising out of the (M)GA . In addition, Beneficiary – if being an Affiliated Entity - acknowledges that it has full knowledge of the PA and (M)GA, and shall comply with the relevant provisions of the PA and (M)GA related to the Grant and with the decisions of the governing bodies of EIT Digital.
2BIS. PROVISIONS OF THE PA
All relevant provisions of the PA, applicable to the relation between KIC LE and Beneficiary, are hereby transposed in this Agreement.
Beneficiary agrees to endorse and implement the obligations, terms and conditions of the PA, in particular as regards the EIT Strategic Innovation Agenda, European Added Value and Good Governance, Openness and Transparency Principles. Beneficiary agrees to cooperate with the KIC LE in a coordinated and integrated way, and to fully support the KIC LE in all its tasks under the PA, and work towards reaching the objectives set out in the KIC Strategic Agenda.
Beneficiary acknowledges that it has full knowledge of the PA, attached hereto in Annex B. The KIC LE shall without undue delay inform Beneficiary of any modification of the PA. Any amendment to the PA will be further attached to this Agreement.
The KIC LE has notified the EIT of this Agreement and will notify any substantial modifications.
3. UNDERTAKINGS BY AND RIGHTS OF BENEFICIARY AND KIC LE
3.1. Beneficiary undertakes to use reasonable commercial efforts to perform the KIC added value Tasks, it being understood that Beneficiary cannot be held liable for non- fulfilment of such undertaking, and cannot be obliged to perform, in part or in whole, such KIC added value Tasks. If Beneficiary fulfils the KIC added value Tasks, as detailed in the PTL, it is entitled to receive the Partner Grant, subject to Article 4.1 and 4.3. The Beneficiary shall maintain the PTL in accordance with the By-Laws Annex C during the Relevant Year with all approved change requests. The PTL can be obtained by each beneficiary from the EIT Digital Intranet.
3.2. The project management of a KIC Activity and execution of the KIC added value Tasks will be governed by the Operational Procedure for KIC Activities, as described in By- laws Annex
C. In particular, the Beneficiary shall provide the agreed deliverables in a timely manner for its KIC added value Tasks, including any progress reports, time reports and reporting with regard to KPI’s. For the Activity Lead and Actions Line Leaders (defined in art. 1 of the By-
Laws), this means that their quarterly reports have to be submitted within fifteen days from the end of each quarter
3.3. In case either of the Parties considers changes to the KIC added value Tasks and/or KIC Sustainability Contribution(s) to be required, the PTL shall be updated in accordance with the change procedure described in the Procedure for adopting KIC Activities in By- laws Annex C, it being understood that any such change to the PTL shall be subject to an amendment in accordance with Article 10 of this Agreement, without prejudice, however, to the exceptions made in this respect in By-laws Annex C. Due to the funding rate as provided in Article 4.9 of this Agreement, the KIC LE may request modifications to change requests for a Beneficiary to ensure the funding rate is maintained. Any final change will have to be mutually agreed upon between KIC LE and Beneficiary.
3.4. With regard to communication, dissemination and visibility, Beneficiary will comply with the provisions of Article 17 of the (M)GA and Articles 7, 8 and 11 of the PA. In addition to the obligations set out in these articles, communication activities and infrastructure, equipment or major results funded by the grant must moreover display the European flag (emblem), the following special logo of the KIC:
3.5. [EIT Digital logo]
3.6. and the following text:
3.7. “EIT Digital is supported by the European Institute of Innovation and Technology (EIT), a body of the European Union”.
3.8. With respect to AAA Activities in which Beneficiary takes part, Beneficiary shall comply with the requirements for participation in AAA Activities as described in the call for the Relevant Year.
3.9. Beneficiary Grant Amounts
3.9.1. The total amount of the budgeted Beneficiary Grant is the EIT funding budget detailed in the PTL and summarised in Annex A to this Agreement.
3.9.2. The total amount of the budgeted Beneficiary Co-funding for KIC added value Activities is the Co-funding budget detailed in PTL and summarised in Annex A to this Agreement.
3.9.3. The total commitment of KIC Sustainability Contributions is detailed in the PTL and summarised in Annex A to this Agreement.
3.10. KIC LE undertakes to perform all obligations imposed on it under the (M)GA in accordance with its terms and conditions of the (M)GA and this Agreement, including performance of the KIC added value Activities attributed to it.
3.11. The Beneficiary, being an Affiliated Entity, undertakes to sign the so-called Declaration on joint and several liability of Affiliated Entities, as provided for in Annex 3a of the (M)GA, when requested to do so by EIT.
3.12. The Beneficiary undertakes to sign the share transfer agreement, in the format attached hereto in Annex C to this Agreement, if this is provided for in the PTL and KIC Sustainability Contribution(s) of the Beneficiary.
3.13. The Beneficiary, when an entity that is established in a Horizon 2020 Associated Country, acknowledges and agrees that the Grant will only be paid if the Horizon 2020 Associated Country in which the Beneficiary is located is associated to Horizon Europe through an association agreement. If this condition is not fulfilled, the Beneficiary will report the part of the Grant fully under co-funding.
4. PAYMENT OF THE GRANT FOR BENIFICIARY
4.1. Subject to the terms and conditions of this Agreement, the Beneficiary is entitled to such part of the Grant, as will be finally established and in accordance with the Performance and Cost reporting and review procedure set out in By-laws Annex D.
4.2. Payment of the Grant will be made by EIT to KIC LE in accordance with the provisions of the (M)GA. Once such payment is done by EIT to the KIC LE, the Beneficiary shall have no recourse to EIT for the Partner Xxxxx.
4.3. KIC LE will receive one or more prefinance payments from EIT.
4.3.1. The prefinance payment is based on the amount mentioned in the Data Sheet Point 4.2, included in the (M)GA . The contribution to the Mutual Insurance Mechanism will be retained from the prefinancing payments (at the rate and in accordance with the modalities set out in the Data Sheet, Point 4.2) and transferred to the Mechanism.
4.3.2. KIC LE will prefinance the Beneficiary based on the following rules:
4.3.2.1. The Contingency Buffer amount, the EIT Digital IVZW and its Related Companies amounts and the Master School Scholarships are deducted in full from the prefinancing amount received from EIT as specified in article
4.3.1. The remaining amount is used to calculate the Pre-financing Percentage. The Pre-financing Percentage for this Relevant Year is 25%.
4.3.2.2. The Beneficiary will, after payment of the annual membership or partnership fee and submission of the signed Agreement or the Amendment to such Agreement, be entitled at the end of each quarter of a cumulative amount that is 25%, 50%, 75% or 100% of the amount defined in the signed Agreement or the Amendment to such Agreement. The payment term will be 30 days after payment of the membership fee or partnership fee and signing the Internal Agreement Grant of the relevant year or any Amendment thereto. The payment of the 4th quarter will also be contingent to the submission of the signed Cost Report. The minimum threshold for any prefinance payment is € 10,000.
4.3.2.3. In case the prefinancing amount paid out is higher than the entitled amount according to the last amended Partner Task List, KIC LE may request a recovery of the surplus pre-financing paid.
4.4. Within 60 days after closure of the Relevant Year the Beneficiary has to submit via the Intranet the Cost and Performance report and all defined deliverables, KPI and related evidence files.
4.4.1. In case the KAVA cost of a KIC value added task is lower than the KAVA budget, first the full co-funding budget will be allocated and the remainder will be allocated from the EIT funding budget. In case the KAVA cost of a KIC added value task is higher than the KAVA budget, first the full EIT funding budget will be allocated and the remainder will be allocated as co-funding.
4.4.2. In case the funding rate as provided in Article 4.9 of this Agreement is not met in the consolidated cost report, corrections (by recovery or reductions of the EIT funding request) will be applied to the Beneficiary and/or beneficiaries who caused the funding rate not being met due to the occurrence of a discrepancy in their actual reported total costs vis-à-vis the aggregated budget of their Tasks as foreseen in their PTL extracted from the Business Plan as amended (hereinafter referred to as the “Discrepancy”). The aforementioned recovery or reduction will
be applied to the Beneficiary and/or beneficiaries that caused a Discrepancy to occur, it being understood that such recovery or reduction’s amount per each of the beneficiaries shall be limited to the amount of the portion of the Discrepancy caused by each of such beneficiaries. Each of the beneficiaries shall only be liable for the amount equivalent to the portion of the Discrepancy that it individually contributed to. The liability of the Beneficiary and of each of the beneficiaries under this Article 4.4.2 is several only and not jointly.
4.5. The balance of the Partner Xxxxx shall be determined in accordance with the provisions of Article 22.3.4 of the (M)GA and the Contingency Buffer provisions in accordance with Article 14 of this Agreement, where such balance may take the form of a recovery
4.6. All payments shall be made within thirty (30) days of fulfilment of the conditions for payment as set out in 3.1, 4.1, 4.2 and 4.3. In case of late payment, the provisions of Article
22.5 of the (M)GA will mutatis mutandis apply between the Parties.
4.7. Where EIT has a right of recovery under the (M)GA and provided the right of recovery is based on improper performance of the KIC added value Tasks, the Article 22.2 of the (M)GA, shall mutatis mutandis apply between KIC LE and Beneficiary.
4.8. Where EIT has a right of recovery under Article 22.2 of the (M)GA, the following shall apply: Beneficiary shall take all actions and shall cooperate with EIT and KIC LE for complying with the requirements of EIT under any such recovery action. Beneficiary shall indemnify and hold KIC LE harmless from and against any damages that result from or arise out of any such recovery action from EIT; to the extent such damages have been caused by Beneficiary, and provided that, prior to any claims for damages being made by KIC LE towards Beneficiary,
(i) Beneficiary will be entitled to make observations towards KIC LE, as KIC LE has towards EIT, under Articles 22.3.2 and 22.3.4 of the (M)GA and (ii) KIC LE shall have communicated all relevant observations in accordance with clause Articles 22.3.2 and 22.3.4 of the (M)GA to the EIT.
4.9. It has been agreed that the EIT Financial Contribution may cover up to 40% of the EIT Digital KIC’s global expenditure from 1 January 2022 to 31 December 2022 The cumulated amounts of grants awarded for financing KIC added value activities carried out from 1 January 2022 to 31 December 2022 shall not exceed this ceiling of 40% and that any surplus determined after completion of the 2022 action by application of this maximum rate shall result in a corresponding reduction in the final amount of the grants. In the event that the ceiling of 40% is exceeded being that this 40% ceiling shall be computed by taking into account the result of the sum of all beneficiaries’ funding budgets, the Beneficiary shall upon request compensate KIC LE for the reduction suffered by KIC LE in the final amount of the EIT grant pro rata to the amount of its Rejected Costs in the reduction, and subject to a maximum cap of 33.3% of the Rejected Costs for the Beneficiary.
4.10. Beneficiary is aware that the only cost eligible for funding under the Grant are those as described in Article 6 of the (M)GA. In addition, the Beneficiary must keep the records and documentation supporting the costs declared in accordance with Article 19 and 21 of the (M)GA.
4.11. The procedure for submitting cost statements with respect to KIC added value Activities, review thereof by KIC LE and the related time schedule are set out in By-laws Annex D.
4.12. Payment by KIC LE to Beneficiary hereunder, shall be made to the following bank account:
Beneficiary: Slovak University of Technology in Bratislava (STU) IBAN:
or any other bank account details as may be provided by Beneficiary to KIC LE after the execution of this Agreement, which new details shall only be effective five working days after receipt by KIC LE of written notice from Beneficiary in that respect.
Payments will be made from the EIT Digital IVZW Agency account with IBAN XX00 0000 0000 0000. Any recoveries should be made to this bank account.
5. DEGREES AND DIPLOMAS
In case Beneficiary is an institute of higher education, it shall have the right to apply the EIT label to Master and Doctorate Degrees and Diplomas in accordance with the provisions of Article 7.4.2 of the PA.
6. SUBCONTRACTING AND FINANCIAL SUPPORT TO THIRD PARTIES
6.1. Subcontracting
Towards KIC LE, the Beneficiary shall remain the sole responsible party with respect to the Partner Xxxxx received and the subcontractor shall have no rights or claims to be enforced against KIC LE or EIT.
6.2. Financial support to third parties – “Subgrant”
6.2.1. Beneficiary has requested in the Business Plan a not to exceed Subgrant budget detailed in the PTL.
6.2.2. The financial support shall be covered by a written agreement substantially in the form of the template subgranting agreement as approved by the Supervisory Board of KIC LE and as provided for at the EIT Digital Intranet.
6.2.3. Each financial support to third parties will be documented in the Intranet in the Sub- grantee module.
7. REPORTING, EVALUATION AND AUDITING
Beneficiary shall report to KIC LE on its KIC added value Tasks, irrespective of the sources of funding, in accordance with the reporting requirements of Articles 19, 20 and 21 of the (M)GA and article 11 of the PA, and also taking into account the EIT requirements under Article 7 of the PA, so as to enable KIC LE to report to EIT. This reporting shall be done via the Activity Lead of the pertaining KIC Activity for the performance section of the KIC report (deliverables, KPI’s) and to the KIC LE for the cost section of the KIC report.
Reporting on KIC added value Tasks and each request from Beneficiary for payment of the Partner Grant in part or in whole, including the related cost reporting, shall bedone in accordance with By-laws Annex D.
8. SUSPENSION OF PAYMENT
8.1. KIC LE has the right, to suspend payment of the Partner Xxxxx in accordance with the provisions of Articles 29 and 30 of the (M)GA.
9. FORCE MAJEURE
9.1. An “Event of Force Majeure” shall be any event beyond the reasonable control of a Party hereto which prevents such Party to perform its obligations under this Agreement.
9.2. A Party subject to an Event of Force Majeure, can suspend the performance of its obligations
hereunder without being liable to the other Party, during the period that the Event of Force Majeure so prevents.
10.AMENDMENTS
10.1. Amendments to this Agreement, including to its Annexes, can only be made in writing, executed by duly authorized representatives of both Parties and shall not be in conflict with any provision of the FPA, and the (M)GA.
11.TERM, TERMINATION AND EXPIRATION
11.1. This Agreement is Effective as from the Effective Date until the end date of the (M)GA and cannot be terminated unless in accordance with Articles 11.2 hereof. This Agreement is entered into on the suspensive condition:
- that the Party, when a Member or an External Partner, signs the Accession Form to the (M)GA
- that the Member, to which the Party, when an Affiliated Entity, is linked, signs the Accession Form to the (M)GA.
11.2. Each Party can terminate this Agreement with immediate effect through written notice to the other Party:
11.2.1. if the other Party is in breach of any of its material obligations under this Agreement, which breach is not remediable, or, if remediable, has not been remedied within thirty (30) days after written notice to that effect from the party not in breach,
11.2.2. if the other Party is declared bankrupt, is being wound up, is having its affairs administered by the courts, has entered into an arrangement with its creditors, has suspended business activities, or is the subject of any other similar proceeding concerning those matters, or
11.2.3. if the other Party is subject to an Event of Force Majeure, which prevents the other Party from correct performance of its obligations hereunder and such circumstances have lasted or can reasonably be expected to last more than 5 months.
11.3. In case of termination of this Agreement by Beneficiary in accordance with Art. 11.2 and Art. 11.4, KIC LE must comply with its obligations arising from the implementation of any KIC added value Tasks, as far as corresponding to the eligible costs actually incurred by Beneficiary up to the date when the termination takes effect.
11.4. The obligations of Beneficiary pertaining to KIC Sustainability Contribution(s) shall survive the expiration or termination of this Agreement until complete fulfilment of these obligations.
11.5. This Agreement shall terminate automatically when the Beneficiary’s participation in the (M)GA is terminated in accordance with the provisions of the (M)GA. For the purpose of clarification, such termination shall not have retroactive effect.
11.6. Beneficiary’s liability under, arising from or in connection with this Agreement is limited to liability for its own acts and omission and to the amount of the Partner Xxxxx received hereunder.
11.7. KIC LE may terminate the participation of Beneficiary in the KIC added value Activity and this Agreement, if a change to its legal, financial, technical, organisational or ownership situation , is likely to substantially affect or delay the implementation of the KIC added value
Activity.
12.CONFIDENTIALITY
12.1. Neither the content of this Agreement, nor its Annexes, contain confidential information except as explicitly stated otherwise herein with respect to the PTL. In case a Party hereto has to disclose information in order to fulfil its obligations hereunder, the disclosure of which, however, would be contrary to the commercial or legitimate interests of the disclosing party, or if the PTL explicitly has been identified as confidential, the Parties are free to conclude confidentiality undertakings with respect to such information, it being understood, however, that financial data of Beneficiary with respect to a KIC Activity will not be disclosed by KIC LE to any party other than EIT, and shall only be disclosed subject to appropriate confidentiality obligations. In case Beneficiary cooperates with one or more other parties in the execution of KIC Activities, whether a beneficiary or otherwise, such cooperation may be set out in a cooperation agreement between these parties. It is Beneficiary’s own responsibility to implement confidentiality obligations, as required in view of such cooperation, if any, in such cooperation agreement.
13.MISCELLANEOUS
13.1. Any notice or other communication to a Party required or permitted hereunder shall be made in writing and shall be sent by registered mail, return receipt requested, addressed to the address of such Party set forth below or to such other address as such Party shall have communicated to the other in accordance with this provision:
If to KIC LE:
EIT Digital
F.a.o. CEO
Address: 0, Xxx Xxxxxxx 0000 Xxxxxxxx
Belgium Or:
If to Beneficiary:
Slovak University of Technology in Bratislava (STU) Xxxxxxxxx Xxxxxx
Xxxxxxxx 0
SK-812 43 BRATISLAVA SLOVAKIA
Or:
Email: xxxxxxxxx.xxxxxx@xxxxx.xx
13.2. Neither Party shall, without the prior written consent of the other Party, assign the benefits or in any way transfer the obligations under this Agreement or any part thereof to any third party.
13.3. In the event that one or more of the provisions contained herein is (are) held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction or by any future
legislative or administrative action, such provision or provisions shall be ineffective only to the extent of such invalidity, illegality or unenforceability, without invalidating the remainder of such provision or provisions or the remaining provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions had never been contained herein, unless such a construction would be unreasonable.
14.1. Purpose
14.CONTINGENCY BUFFER
The Contingency Buffer will be used to pay non-eligible Costs for the Relevant Year, i.e. Costs at the level of EIT Digital IVZW and its Related Companies that are non-eligible under the provisions of article 6 of the (M)GA.
The Contingency Buffer will also be used as a temporary reservation for cash-flow management.
For the Relevant Year the Beneficiary’s share of the Contingency Buffer is a percentage of the EIT Grant budgeted for the Relevant Year for the Beneficiary not being prevented from accepting this liability due to any applicable mandatory or statutory provision.
Beneficiaries have a determined and labelled share in the Contingency Buffer and therefore each Beneficiary is a position to know at any time exactly which amount of money its share in the Contingency Buffer represents. The share in the Contingency Buffer of each Beneficiary will be the ownership of such Beneficiary, and the Beneficiary hereby agrees to put its share at the disposal of the KIC LE as a loan, without interest.
14.2. Size of the Contingency Buffer and Beneficiary share
The Contingency Buffer size depends on the size of the Grant, anticipated cash flow needs and the Coordination Costs of KIC LE and the Nodes. The Contingency Buffer size is between 5% and 15% of the EIT Grant.
The Contingency Buffer size for the Relevant Year and the Beneficiaries’ shares has been decided by the SB as follows:
The Contingency Buffer percentage for the Relevant Year = (Contingency Buffer size for the Relevant Year) / (Grant - Coordination Costs)
The Beneficiary share for the Relevant Year = (Contingency Buffer percentage for the Relevant Year) * (budgeted Beneficiary EIT Grant for the Relevant Year)
The size of the Contingency Buffer for the Relevant Year is set at 4,800,000.00 €. The Contingency Buffer percentage for the Relevant Year is 15%.
14.3. Timeline of the various steps
The initial filling of the Contingency Buffer will take place at the receipt of the pre- financing payment for the Relevant Year.
The pay-out from the Contingency Buffer to KIC LE and the Nodes for non-eligible Coordination Costs over the Relevant Year will take place once the cost report over the Relevant Year has been accepted by EIT and the final payment is made, since only at that moment the amounts of non-eligible costs of the Relevant Year that have to be paid from the Contingency Buffer are known. Pay-out is subject to approval by the SB. An overview of the non-eligible pay-out will be provided by the SB per KIC added value Coordination Task per Beneficiary. The pay-out will be registered as co-funding by the Beneficiary. The contingency buffer is released with the final balance payment.
The replenishment of Contingency Buffer will be done at the same time as the pay-out in accordance with the provisions of the Internal Partner Grant Agreement for the year after
the Relevant Year.
Beneficiaries that leave EIT Digital during the Relevant Year will receive their Beneficiary share in the Contingency Buffer minus their contribution to the pay-out.
14.4. Amounts for the Beneficiary
The share in the Contingency Buffer for Slovak University of Technology in Bratislava (STU) is the Contingency Buffer percentage for the Relevant Year mentioned in article 14.2 of the Operation EIT funding budget as specified in the PTL.
15.APPLICABLE LAW
15.1. This Agreement shall be governed and construed by the laws of Belgium, without giving effect to its conflict of laws provisions. Any dispute between the Parties that cannot be solved amicably shall be finally settled by the competent court of Brussels, Belgium.
15.2. Nothing in this Agreement shall be deemed to require a Party to breach any applicable mandatory statutory law.
16.EFFECTIVENESS
16.1. At the Effective Date of this Agreement, Parties are committed to the Partner Xxxxx and the non-EIT funding as provided for in the (M)GA for the Relevant Year with the final Business Plan in Annex 1. Parties will only be committed to the additional Partner Xxxxx and non-EIT- funding as provided for in the PTL to this Agreement, when KIC LE and EIT have entered into the amendment to the (M)GA for the Relevant Year covering the addendum to the Business Plan.
IN VIEW OF WHICH the Parties hereto have executed this Agreement through the signatures of their duly authorised representatives:
EIT Digital IVZW Slovak University of Technology in Bratislava (STU)
Name: Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxxxx
Title: Chief Executive Officer Title: Rector
Date: Date:
Brussels, Belgium
Optionally: second signing officer for Partner: Name:
Title:
Date:
Annex A: The Partner Task List has the following budgets for the relevant year:
EIT Digital budget for the relevant year | Tuition Fees: | |||
EIT budget | €60,000.00 | Education Foundation budget | €0.00 | |
Co-funding budget | €90,000.00 | |||
KAVA budget | €150,000.00 | |||
Total budget | €150,000.00 | |||
KIC Sustainability contributions | Equity positions (total; #) | Equity share (average; %) | Return (total; €) | Return from Entrepreneurship Academy programmes (total; €) |