ZÁKLADNÉ INFORMÁCIE O ZMLUVE
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: Belgické právo
2. Zmluvné strany:
2.1 Slovenská technická univerzita v Bratislave
................................................................................................
názov/obchodné meno
Vazovova 5, 812 43 Bratislava 1, Slovenská republika
................................................................................................
sídlo/štát
00397687
................................................................................................
IČO/registrácia
EIT Manufacturing ASBL
2.2 ................................................................................................
názov/obchodné meno
0 Xxxxxxxxx Xxxxxx Xxxxxx, 00000 Palaiseau, Francúzsko
................................................................................................
sídlo/štát
-
................................................................................................
IČO/registrácia
3. Typ zmluvy: Dohoda o partnerstve
4.
Predmet zmluvy: Vnútorná dohoda medzi KIC LE Manufacturing
partnermi
Cena: nevyžaduje sa
Doba zmluvy: 31.12.2019 – 31.12.2020
Záručná doba: nevyžaduje sa
a STU ako
5.
6.
7.
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 17.12.2019
1§ 853 ods. 3 Občianskeho zákonníka, § 771c Obchodného zákonníka
EIT Manufacturing
Internal Agreement
The EIT – Making Innovation Happen
EIT Manufacturing
Paris | 3 December 2019
EIT Manufacturing is supported by the EIT a body of the European Union.
THIS INTERNAL AGREEMENT, hereinafter the “Agreement”, shall have retroactive effect from December 31, 2019 (“Effective Date”) and is entered into
BETWEEN:
EIT Manufacturing ASBL, with registered office at 0 Xxxxxxxxx Xxxxxx Xxxxxx, 00000 Xxxxxxxxx, Xxxxxx, hereinafter referred to as “the KIC LE”;
And
Slovak University of Technology in Bratislava, with registered office at Xxxxxxxx 0, 000 00 Xxxxxxxxxx, Xxxxxx xxxxxxxx, hereinafter referred to as “EIT Manufacturing Partner”
hereinafter, jointly or individually, referred to as “Parties” or “Party”;
WHEREAS:
The KIC LE will enter into the Framework Partnership Agreement (“FPA”) with the European Institute of Innovation and Technology (“EIT”), with the effective date of January 1, 2020 establishing a long term
cooperation (“framework partnership”), and setting out its terms and conditions and the general terms and conditions and rights and obligations applicable to the specific grants that may be awarded by the EIT for specific actions under the framework partnership;
Specific grants may be awarded by EIT (“Xxxxx(s)”) to the KIC EIT Manufacturing in accordance with and subject to the terms and conditions of the FPA;
The KIC LE shall subsequently enter into Specific Agreements (“SGA(s)”) with the EIT for the subsequent years for which a Grant is awarded by EIT, starting with year 2020 (“Relevant Year(s)”);
EIT Manufacturing Partner will enter into the Accession Form as KIC Partner or is a Linked Third Party that is mentioned in Annex 5 to the FPA.
In this Agreement, KIC LE and EIT Manufacturing Partner wish to lay down the general terms and conditions and rights and obligations, regarding all the KIC Activities in which EIT Manufacturing Partner will be involved during the Relevant Years, and regarding part of the specific Grants to be received in respect of the tasks/activities that will be performed by EIT Manufacturing Partner in the Relevant Years;
For each Relevant Year, if the EIT Manufacturing Partner is involved in KIC added value Activities, KIC LE and EIT Manufacturing Partner will enter into a Specific Annex to this Agreement, detailing specific arrangements for a Relevant Year in the format as attached in Annex A to this Agreement;
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
Article 1: Definitions
1.1 Definitions
Words beginning with a capital letter shall have the same meaning as in the FPA or SGA including its Annexes, or in the Articles of Association or By-Laws of KIC LE.
1.2 Principal definitions
“Accession Form” shall mean the accession form for KIC Partners attached as Annex 4 to the FPA.
“Affiliated Entity” shall mean a legal entity directly or indirectly Controlled by, or under common Control with or Controlling a Party, for so long as such Control lasts.
“Control” of any legal entity shall exist through the direct or indirect:
- ownership of more than fifty percent (50%) of the voting rights attached to the total number of capital shares or other securities with voting rights issued by the legal entity
- the right by any other means to appoint or dismiss the majority of the board members of the legal entity (or persons performing similar functions). Common Control through government does not, in itself, create Affiliated Entity status.
“Authorised Representative” shall mean the person or persons duly authorised to sign this Agreement on behalf of a Party.
“Business Plan(s)” shall mean the annual business plan(s) of the KIC EIT Manufacturing for the respective Relevant Year(s) including short, mid- and long-term objectives and targets, key performance indicators, and describing the KIC activities which consist of KIC Added Value Activities to be supported by the Grant and KIC Complementary Activities having a clear link with at least one KIC Added Value Activity and not financed from the EIT contribution.
“By-Laws” of the KIC LE mean the internal regulation of the KIC LE, providing for additional rules governing the KIC LE and its members, which can be found on the intranet EIT Manufacturing Plaza.
“Co-funding” is the EIT Manufacturing Partner contribution to a KIC Added Value Task.
“Defaulting Party” shall mean a Party which has been declared to be in breach of this Agreement and/or the FPA or SGA as specified in Article 3.2 of this Agreement.
“Deviation” shall mean the occurrence of the reimbursement rate not being met due to a discrepancy in an EIT Manufacturing Partner’s actual reported total costs versus the aggregated budget of their KAVA Tasks as foreseen in the Business Plan as amended.
“Effective Date” shall mean the date first referenced above.
“EIT” shall mean the European Institute of Innovation and Technology.
“EIT Manufacturing Partner” shall mean the Party that enters into this Agreement, and that is either a KIC Partner that signs the Accession Form, or that is a Linked Third Party that is mentioned in Annex 5 to the FPA.
“Framework Partnership Agreement” or “FPA” shall mean the agreement establishing the long-term cooperation ('framework partnership') between the EIT and EIT Manufacturing and the KIC EIT Manufacturing Partners, with an effective date of January 1, 2020.
“Xxxxx(s)” shall mean the financial contribution from the EIT to the KIC LE and EIT Manufacturing Partners under the SGA for the Relevant Year(s).
“KIC Added Value Task” or “KAVA Task” shall mean an element of a KAVA that is carried out by an EIT Manufacturing Partner as set out in the Business Plan.
“KIC Activity” shall mean activities that are labelled as such in accordance with the Statutes and the By-Laws of the KIC LE. The KIC Activities consist of the KIC Added Value Activities and KIC Complementary Activities.
“KIC Added Value Activity” or “KAVA” shall mean KIC Activities as defined in the FPA, Article 2.2 partially or wholly funded by the EIT under the framework of the FPA and the SGA(s), carried out by the KIC LE and/or the EIT Manufacturing Partners, or by them in co-operation with other entities.
“KIC Complementary Activity” or “KCA” shall mean those KIC Activities that are labelled as such in the Business Plan(s) and as described in Article 2.2 of the FPA.
“KIC EIT Manufacturing” shall mean the autonomous partnership of higher education institutions, research organisations, companies and other stakeholders in the innovation process in the form of a strategic investment network based on joint mid- to long-term innovation planning to achieve the EIT challenges, in the field of Manufacturing, comprising Manufacturing ASBL and the KIC EIT Manufacturing Partners.
“Linked Third Parties” shall mean affiliated entities or third parties with a legal link to a KIC Partner as defined in Article 19 of the FPA and Article 12 of the SGA and listed in Annex 5 to the FPA.
“Articles of Association” of the KIC LE shall mean the statutes of the KIC LE, which can be found on the intranet EIT Manufacturing Plaza.
“Specific Agreement(s)” or “SGA(s)” shall mean the agreement(s) concluded between the EIT and the KIC LE, if the EIT has decided to award a specific grant to the KIC EIT Manufacturing for the Relevant Year(s), in accordance with Article 2.2 of the FPA.
“Specific Annexes” shall mean the annexes concluded between the KIC LE and the EIT Manufacturing Partner containing specific arrangements for a Relevant year, in the format as attached in Annex A to this Agreement
“Third party with a legal link to a partner” shall mean any legal entity which has a legal link to the partner implying collaboration that is not limited to the action.
Article 2: Purpose
The purpose of this Agreement is to lay down the general terms and conditions and rights and obligations, regarding the KIC Activities in which EIT Manufacturing Partner will be involved in the Business Plan(s) for the Relevant Year(s) and regarding part of the Grants) to be received in respect of the KIC Added Value Activities that will be performed by EIT Manufacturing Partner and third parties contributing to the KAVA Tasks on behalf of EIT
Manufacturing Partner, inter alia regarding governance of the KIC Added Value Activities, liability, and dispute resolutio
Article 3: Entry into force, duration and termination
3.1 Entry into force and duration
This Agreement is effective as from the Effective Date.
This Agreement shall continue in full force and effect until complete fulfilment of all obligations undertaken by the Parties under the Framework Partnership Agreement and under this Internal Agreement. However, this Agreement may be terminated in accordance with the terms of this Agreement.
3.2. Termination
If a Party's participation in the Framework Partnership Agreement is terminated, this Internal Agreement shall automatically terminate in respect of the affected Party/ies, subject to the provisions surviving the expiration or termination under Section 3.5 of this Internal Agreement.
In addition, each Party can terminate this Agreement and/or Specific Annex(es) with immediate effect through written notice to the other Party:
- if the other Party is in breach of any of its material obligations under this Agreement and/or the Specific Annex(es), 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,
- 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
- 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/or the Specific Annex(es) and such circumstances have lasted or can reasonably be expected to last more than 3 months.
3.3 Termination upon notice
The Parties may terminate Agreement upon ninety (90) days written notice before the end of a calendar year. For clarification reasons, such termination shall have to coincide with the termination of the EIT Manufacturing Partner in the KIC EIT Manufacturing.
3.4 Survival of rights and obligations
The provisions relating to sustainability (Article 9), non-disclosure of information (Article 10), for the time period mentioned therein, as well as for liability (Article 5), applicable law (Article 12.7) and settlement of disputes (Article 11.8) shall survive the expiration or termination of this Agreement and/or Specific Annexes.
Termination of this Agreement does not release the Parties from their obligations under Specific Annexes which have entered into force before the date on which the termination takes effect, unless otherwise agreed between the Association and the leaving EIT Manufacturing Partner. This includes the obligation to provide all input, deliverables and documents for the period of its participation.
Article 4: Responsibilities of Parties
4.1 General principles
EIT Manufacturing Partner, being a KIC Partner, is bound to the FPA, the SGA(s) for the Relevant Year(s) through the signature of the Accession Form and to the Statutes and By-Laws of the KIC LE as a member of the KIC LE and shall comply with the relevant provisions of the FPA, the SGA(s) and the Statutes and By-Laws and the decisions of the KIC LE for the performance of its KAVA Tasks and the fulfilment of its obligations under this Agreement and the Specific Annexes
EIT Manufacturing Partner, being a Linked Third Party, acknowledges that it has full knowledge of the FPA, the model SGA and the Statutes and By-Laws of the KIC LE and shall comply with the relevant provisions of the FPA, SGA(s), the Statutes and By-Laws and the decisions of the KIC LE related to the Grant(s) and the performance of its KAVA Tasks.
EIT Manufacturing Partner undertakes to take part in the efficient implementation of its KAVA Tasks, and to cooperate, perform and fulfil, promptly and on time, all of its obligations under the FPA, the SGA(s) and this Agreement and the Specific Annexes as may be reasonably required from it and in a manner of good faith as prescribed by Belgian law.
EIT Manufacturing Partner undertakes to notify promptly any significant information, fact, problem or delay likely to affect the implementation of its KAVA Tasks.
In particular, EIT Manufacturing Partner shall provide the agreed deliverables in a timely manner for its KAVA Tasks, including any interim updates, reporting with regard to KPIs and deliverables and cost reports.
The KIC LE undertakes to perform all obligations imposed on it under the FPA and SGA(s) in accordance with the terms and conditions of those agreements and this Agreement and the Specific Annexes, including performance of the KIC Activities attributed to it. The KIC LE shall in a timely manner provide the information it is under an obligation to deliver to EIT Manufacturing Partner. The KIC LE shall make timely payments to the EIT Manufacturing Partner in accordance with Article 7.2.
Each Party shall take reasonable measures to ensure the accuracy of any information or materials it supplies to the other Party.
4.2 Breach
In the event that EIT Manufacturing Partner is in breach of its obligations under this Agreement or the Specific Annexes or the FPA or the SGA (e.g. improper implementation of the KAVA Tasks, lack of providing progress reports), the KIC LE will give formal notice of breach to EIT Manufacturing Partner requiring that such breach will be remedied within 30 calendar days of this formal notice, unless such breach cannot be remedied.
If such breach is substantial and is not remedied within that period or, is not capable of remedy, the KIC LE may decide to declare the Party to be a Defaulting Party and to decide on the consequences thereof which may
include termination of this Agreement, the Specific Annexes and thus recovery or withdrawal of funds, in accordance with the provisions of Article 3.2.
4.3 Division of KIC Partners’ roles and responsibilities
EIT Manufacturing Partners involved in the same KAVA are jointly and severally liable for the technical implementation of the KAVA(s) they are involved in. If an EIT Manufacturing Partner fails to implement its part of the KAVA or in case it withdraws from a KAVA, the other EIT Manufacturing Partners in that KAVA become responsible for implementing this part or completing the KAVA, without being entitled to any additional funding at KAVA level for doing so, unless the KIC LE expressly relieves them of this obligation.
4.4 Involvement of third parties
4.4.1 General conditions
Should EIT Manufacturing Partner enter into a subcontract or otherwise involve third parties for the performance of any aspect of this Agreement, EIT Manufacturing Partner remains responsible for carrying out its relevant part of the KAVA Tasks and for such third party’s compliance with the provisions of this Agreement, the applicable rules and policies of EIT Manufacturing and of the FPA and SGA.
The EIT Manufacturing Partner must ensure that the EIT, the Commission, the European Court of Auditors (ECA) and the European Anti-Fraud Office (OLAF) can exercise their rights under Articles 28 and 29 of the FPA also towards their third parties.
The EIT Manufacturing Partner must ensure that their obligations under Articles 41, 42, 44 and 52 of the FPA also apply to the subcontractors, to third parties receiving financial support and to third parties receiving a prize.
Article 5: Liability towards each other
5.1 Limitations of contractual liability
No Party shall be responsible to any other Party for any indirect or consequential loss or similar damage such as, but not limited to, lost goodwill, economic loss or turnover of profit, loss of revenue or loss of contracts or other economic loss, provided such damage was not caused by a wilful act or gross negligence.
A Party’s aggregate liability under this Agreement towards the other Party shall be limited to the EIT Manufacturing Partner amount in the Grant for the Relevant Year, as set out in the Business Plan, provided such damage was not caused by a wilful act or gross negligence.
The terms of this Agreement shall not be construed to amend or limit any Party’s liability towards the EIT or statutory liability.
5.2 Damage caused to third parties
Each Party shall be solely liable for any loss, damage or injury to third parties resulting from the performance of the said Party’s obligations by it or on its behalf under this Agreement.
5.3 Force Majeure
No Party shall be considered to be in breach of this Agreement if it is prevented from fulfilling its obligations under this Agreement by Force Majeure.
Either Party will notify the other Party of any Force Majeure without undue delay. If the consequences of Force Majeure for EIT Manufacturing Partner are not overcome within 3 months after such notification, the transfer of affected tasks and Grant – if any – shall be decided by the KIC LE, together with the other EIT Manufacturing Partners involved in the KAVA.
Compensation claims shall be excluded in case of Force Majeure or any restriction resulting from import or export laws and regulations and/or any delay of the granting or extension of the import or export license or any other governmental authorization in the event that a Party uses reasonable efforts to fulfil its tasks properly and in time.
Article 6: KIC Activity operational procedure
6.1 Set-up of KIC Activity operational procedure
The following roles are defined and to be filled for each KAVA:
For each KAVA, an Activity Leader (AL) is designated, responsible for the liaison with EIT Manufacturing. Work package / Task Leaders
Work package / Task Leaders are beneficiaries in the KIC Activity that are in charge of defined parts of the work (WP / Task) in the context of the implementation of the KAVA
Consortium Members
Consortium Members (CMs) are the beneficiaries that participate and implement the Activity having the full responsibility for carrying out the actual work and compile the deliverables including the outputs of the work. Depending on the structure of the KIC Activity, CMs are also in charge of WPs / Tasks leadership.
6.2 Activity Leader
The Activity Leader (AL) is the legal entity identified as the leader of the consortium executing the KAVA in the Business Plan and shall act as the intermediary between the Consortium Members (CMs) in the KAVA and EIT Manufacturing. It is the first point of contact for EIT Manufacturing regarding the KAVA, its progress and its participants.
A contact person is designated by the Activity Leader for the purpose of the below described responsibilities. Any change of the contact person shall be notified by the respective Activity Leader to EIT Manufacturing via the dedicated online project application submission portal of EIT Manufacturing.
In addition to other responsibilities under this Agreement, the Activity Leader should perform the following tasks:
• Coordinate the management of the KAVA, including the organization of a kick-off meeting and a final meeting with the participating Consortium Members
• Coordinate the overall KAVA performance and the execution of decisions taken collectively with the relevant WP/Task leaders within the KAVA
• Collect information from the Consortium Members in the KAVA to meet the monitoring and reporting requirements
• Monitor the effective and efficient implementation of the KAVA
• Review the consistency of the interim monitoring updates to be provided to EIT Manufacturing
• Transmit interim updates and a final report pertaining to the specific KAVA to EIT Manufacturing with high quality standards (complete, consistent, correct) and in a timely manner
• Keep the contact information of the contact persons of the Consortium Members updated and available
• Attend the KAVA review meeting(s) at a time and location specified in mutual agreement between EIT Manufacturing and the Consortium Members
6.3 Replacement of the Activity Leader
If the Activity Leader fails to perform its obligations as Activity Leader in its KAVA Tasks, the KIC LE, if appropriate acting on the basis of a request from the other EIT Manufacturing Partners in the specific KAVA, may propose to the other EIT Manufacturing Partners in the specific KAVA to replace the Activity Leader with another EIT Manufacturing Partner. The necessary legal arrangements will be made to render this replacement of the Activity Leader effective.
Article 7: Financial provisions
7.1 General Principles
7.1.1 Distribution of Financial Contribution
The Grant for the KAVA Tasks performed by EIT Manufacturing Partner shall be distributed by the KIC LE in accordance with the eligible cost as set out in the financial statements of EIT Manufacturing Partner, however, subject to:
- the approval of these financial statements by XXX, and
- the provisions of payment in Article 7.1.5 and 7.2.
EIT Manufacturing Partner shall receive the Grant only for its KAVA Tasks carried out in accordance with the Business Plan.
EIT Manufacturing Partner is aware that the only costs eligible for funding under the Grant from EIT are those as described in Article 5 .1 – 5.4 of the SGA.
7.1.2 Reporting costs
In accordance with its own usual accounting and management principles and practices, EIT Manufacturing Partner shall be solely responsible for substantiating its costs with respect to its KAVA Tasks towards EIT, if required with original supporting documents. The KIC LE shall be in no way liable or responsible for such substantiation of costs towards EIT.
EIT Manufacturing Partner shall report to the KIC LE on its KAVA Tasks and its part of the KCA, irrespective of the sources of funding, in accordance with the reporting requirements of Article 23, 24, 25 and 26 of the FPA and Article 15 and 16 of the SGA so as to enable the KIC LE to report to EIT. This reporting shall be done via the Activity Leader of the KAVA for the performance section (deliverables, KPI’s) and to the KIC LE for the cost section of the KIC report.
7.1.3 Reallocation of the Grant
During the term of a Specific Annex, the Management Team of the KIC LE has the right to review the allocation of the Grant. In the event that the EIT Manufacturing Partner spends less than its allocated share of the budget, the Management Team of the KIC LE can decide to reallocate the grant in accordance with the provisions of the FPA and the SGA.
7.1.4 Financial consequences of the termination of the participation of EIT Manufacturing Partner in the KAVA
EIT Manufacturing Partner shall refund all payments it has received except the amount of the Grant accepted by EIT.
7.1.5. Reimbursement rate
7.1.5.1
EIT Manufacturing Partner is not allowed to reduce the amount of its co-funding in the KAVA, unless
agreed upon by KIC LE.
7.1.5.2 In case the reimbursement rate as specified in Article 4.3 of the SGA is not met in the consolidated cost report, corrections (by recovery or reductions of their EIT funding request) will be applied by KIC LE to the EIT Manufacturing Partner or Partners who caused the reimbursement rate not being met due to the occurrence of a discrepancy in their actual reported total costs versus the aggregated budget of their KAVA Tasks as foreseen in the Business Plan as amended (hereinafter referred to as the "Deviation").
The aforementioned recovery or reduction will be applied to the EIT Manufacturing Partner and/or Partners that caused a Deviation to occur, it being understood that such recovery or reduction's amount per each of the EIT Manufacturing Partners shall be limited to the amount of the portion of the Deviation caused by each of such EIT Manufacturing Partners. Each of the EIT Manufacturing Partners shall only be liable for the amount equivalent to the portion of the Deviation that it individually contributed to. The liability of the EIT Manufacturing Partners under this Article is several only and not jointly.
7.2 Payments of the Grant
7.2.1 Payments of Grant to EIT Manufacturing Partner are the exclusive tasks of the KIC LE. frame
In particular, the KIC LE shall notify EIT Manufacturing Partner promptly of the date and composition of the amount transferred to its bank account, giving the relevant references.
7.2.2 The KIC LE will receive one pre-finance payment from EIT.
Details of the pre-finance payment for a Grant in a Relevant Year are described in the Specific Annex for that Relevant year.
Further pre-finance payments require demonstration of progress through reporting on implementation of KIC added value activities.
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.
In case the pre-financing amount paid out is higher than the entitled amount according to the last amended KAVA Task list, KIC LE may request a recovery of the surplus pre-financing paid.
7.2.3 Payment of the balance of the Grant at the end of the KAVA shall be determined in accordance with Article 16.1 and Article 17.4 of the SGA.
7.2.4 Once any payment of financial contributions is done by EIT to the KIC LE, the EIT Manufacturing Partner shall have no recourse to EIT for such financial contribution to the amount that was transferred.
7.2.5 All distributions of the Grant shall be made within thirty (30) days of the fulfilment of the conditions of the payment.
7.2.6 The KIC LE has the right to suspend payment of the Grant to EIT Manufacturing Partner if and as far as EIT suspends payment to KIC LE in accordance with the provisions of Article 53 and Article 54 of the FPA.
7.3 Maximum EIT financial contribution
7.3.1 EIT Manufacturing Partner acknowledges that the call criteria for the Business Plan may have included the requirement for EIT Manufacturing Partner to provide KCA.
EIT Manufacturing Partner acknowledges that in accordance with Article 2.3 of the FPA, the sum of the final amounts of the Grants may cover up to 25% of the EIT Manufacturing KIC’s overall costs of KIC Activities, which include KAVA and KCA, from 1 January 2020 to 31 December 2026.
EIT Manufacturing Partner acknowledges further that it has been agreed that the cumulated amounts of Grants awarded by EIT for financing KAVA carried out from 1 January 2020 to 31 December 2026 shall not exceed this ceiling of 25% and that any surplus determined after completion of the year 2026. action by application of this maximum rate shall result in a corresponding reduction in the final amount of the Grants. In accordance with Article 2.3 of the FPA, the EIT will recover the difference at the time of the last payment of the balance of a Grant awarded under the FPA until 31 December 2026.
In the event that:
- the EIT at any moment in time for justified reasons does not accept any costs reported by the EIT Manufacturing Partner for KCA for the period January 2020 to 31 December 20.26, hereinafter the “Rejected Costs” and
- the ceiling of 25% as provided for in art. 2.3 of the FPA is exceeded being that this 25% ceiling shall be computed by taking into account the result of the sum of all EIT Manufacturing Partners’ funding budgets,
EIT Manufacturing Partner 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 EIT Manufacturing Partner.
KIC LE will monitor the ratio of EIT funding as a percentage of KIC overall funding and report to EIT Manufacturing Partners on an annual basis. The EIT Manufacturing Partner acknowledges that it is responsible for ensuring that its reported KCA costs for each Relevant Year comply with the conditions outlined in Articles
2.2 and 2.3 of the FPA.
7.3.2 Where EIT has a right of recovery under Article 50 of the FPA, the following shall apply: EIT Manufacturing Partner shall take all actions and shall cooperate with EIT and KIC LE for complying with the requirements of EIT under any such recovery action.
EIT Manufacturing Partner 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 EIT Manufacturing Partner, and provided that, prior to any claims for damages being made by KIC LE towards EIT Manufacturing Partner,
i. EIT Manufacturing Partner will be entitled to make observations towards KIC LE, as KIC LE has towards EIT, under FPA Article 50.1.2 and Article 50.1.3 and
ii. KIC LE shall have communicated all relevant observations in accordance with Article 50.1.2 and Article
50.1.3 to the EIT.
Article 8: Changes to the KAVA or KCA during the Relevant Year
In case EIT Manufacturing Partner considers changes to the KAVA Tasks /or KCA to be required, the change procedure as established by the KIC LE will apply.
Due to the single reimbursement rate (EIT investment/(EIT investment + Co-funding)) as defined in Article 4.3 of the SGA, the KIC LE may request modifications to change requests for EIT Manufacturing Partner to ensure the reimbursement rate is maintained. Any final change will have to be mutually agreed upon between the KIC LE and EIT Manufacturing Partner.
Article 9 : Sustainability
The EIT Manufacturing Partner shall honour its commitments regarding contribution to the sustainability of EIT Manufacturing.
Further details will be provided in the Specific Annexes or other agreements to be concluded between the KIC LE and EIT Manufacturing Partner.
Article 10 : Non-Disclosure of information
10.1 All information in whatever form or mode of communication, which is disclosed by a Party (the “Disclosing Party”) to any other Party (the “Recipient”) during the execution of this Agreement and which has been explicitly marked as “confidential” at the time of disclosure, or when disclosed orally or visually has been
identified as confidential at the time of disclosure and has been confirmed and designated in writing within thirty
(30) calendar days from oral or visual disclosure at the latest as confidential information by the Disclosing Party, is “Confidential Information”.
10.2 The Recipient hereby undertakes in addition and without prejudice to any commitment of non-disclosure under the FPA and SGA, for a period of 4 years after the end of this Agreement:
- not to use Confidential Information otherwise than for the purpose for which it was disclosed;
- not to disclose Confidential Information to any third party other than its Affiliates without the prior written consent by the Disclosing Party;
- to ensure that internal distribution of Confidential Information by a Recipient shall take place on a strict need-to- know basis;
- to ensure that prior to the disclosure of Confidential Information to one or more of its employees, each such individual will be informed of the confidential nature of the information to be disclosed; and
- to return to the Disclosing Party on demand all Confidential Information which has been supplied to or acquired by the Recipient including all copies thereof and to delete all information stored in a machine-readable form to the extent practically possible. The Recipient may keep a copy to the extent it is required to keep, archive or store such Confidential Information because of compliance with applicable laws and regulations or for the proof of on- going obligations.
10.3 The Recipient shall be responsible for the fulfilment of the above obligations on the part of their employees or those of its Affiliates or third parties involved in the KAVA and shall ensure that they remain so obliged, as far as legally possible, during and after the end of this Agreement.
10.4 The above shall not apply for disclosure or use of Confidential Information, if and in so far as the Recipient can show that:
- the Confidential Information has become or becomes publicly available by means other than a breach of the Recipient’s confidentiality obligations;
- the Disclosing Party subsequently informs the Recipient that the Confidential Information is no longer confidential;
- the Confidential Information has been communicated to the Recipient without any obligation of confidentiality by a third party who is to the best knowledge of the Recipient in lawful possession thereof and under no obligation of confidentiality to the Disclosing Party;
- the disclosure or communication of the Confidential Information is foreseen by provisions of the FPA or SGA;
- the Confidential Information, at any time, was developed by the Recipient completely independently of any such disclosure by the Disclosing Party;
- the Confidential Information was already known to the Recipient prior to disclosure, without a confidentiality obligation to the Disclosing Party;
- the Recipient is required to disclose the Confidential Information in order to comply with applicable laws or regulations or with a court or administrative order, subject to the provision Article 10.7 hereunder.
10.5 The Recipient shall apply the same degree of care with regard to the Confidential Information disclosed within the scope of the KIC Activity as with its own confidential and/or proprietary information, but in no case less than reasonable care.
10.6 Each Recipient shall promptly advise the Disclosing Party in writing of any unauthorised disclosure, misappropriation or misuse of Confidential Information after it becomes aware of such unauthorised disclosure, misappropriation or misuse.
10.7 If either Recipient becomes aware that it will be required, or is likely to be required, to disclose Confidential Information in order to comply with applicable laws or regulations, such as but not limited to compliance with information obligations for listed companies, or with a court or administrative order, it shall, to the extent it is lawfully able to do so, prior to any such disclosure
- notify the Disclosing Party, and
- comply with the Disclosing Party’s reasonable instructions to protect the confidentiality of the information.
Article 11: EIT Manufacturing Trademark
Article 44.1.2 of the FPA shall apply to the use of the EIT Manufacturing brand.
Unless the EIT requests or agrees otherwise or unless it is impossible, any communication activity related to the KAVA (including in electronic form, via social media, etc.) as well as any infrastructure, equipment and major results funded by the Grants must:
- display the EIT Manufacturing logo as adopted by the EIT;
- display the EU emblem;
- follow the brand guidelines outlined in the EIT Community Brand Book as adopted by the EIT; and
- include the following text when applicable (e.g. in scientific papers, articles etc):
For communication activities: ‘This activity has received funding from the European Institute of Innovation and Technology (EIT). This body of the European Union receives support from the European Union's Horizon 2020 research and innovation programme’.
For infrastructure, equipment and major results: ‘This [infrastructure] [equipment] [insert type of result] is part of an activity that has received funding from the European Institute of Innovation and Technology (EIT). This body of the European Union receives support from the European Union's Horizon 2020 research and innovation programme’.
When displayed together with another logo, the EIT Manufacturing logo and the EU emblem must have appropriate prominence. For the purposes of its obligations under this Article, the EIT Manufacturing Partner may use the EIT Manufacturing logo and the EU emblem without prior approval from the EIT. This does not, however, give them the right to exclusive use. Moreover, it may not appropriate the EIT Manufacturing logo or the EU emblem (or any similar trademark or logo), either by registration or by any other means.
Article 12: Provisions concerning the processing of personal data
In the execution of this Agreement, the FPA, the SGA and the Statutes and By-Laws of the KIC LE, each Party shall at all times comply with its obligations under the regulation (EU) 2016 of the European Parliament and of the Council from April 27, 2016 on the protection of natural persons with regard to the processing of personal data
and on the free movement of such data and the repeal of directive 95/46/EC (hereinafter: “General Data Protection Regulation” or “GDPR”)
The legal basis on which KIC LE may process personal data of an EIT Manufacturing Partner is “execution of the
agreement”. It is necessary for KIC LE to collect EIT Manufacturing Partner’s personal data for the purpose of the execution of this Agreement, the FPA and the SGA.
Parties’ rights and obligation with regard to the collection and processing of the personal data by KIC LE, are listed in a clear and legible way in KIC LE’s privacy policy, which can be found on the public EIT Manufacturing website under “Privacy Policy”.
Article 13: Miscellaneous
13.1 Inconsistencies and severability
In case the terms of this Agreement on the one hand are in conflict with the terms of the FPA and SGA on the other hand, the terms of the latter shall prevail. In case of conflicts between the attachments and the core text of this Agreement, the latter shall prevail.
Should any provision of this Agreement become invalid, illegal or unenforceable, it shall not affect the validity of the remaining provisions of this Agreement. In such a case, the Parties concerned shall be entitled to request that a valid and practicable provision be negotiated which fulfils the purpose of the original provision.
13.2 No representation, partnership or agency
No Party shall be entitled to act or to make legally binding declarations on behalf of any other Party. Nothing in this Agreement shall be deemed to constitute a joint venture, agency, partnership, interest grouping or any other kind of formal business grouping or entity between the Parties.
13.3 Left blank
13.4 Notices and other communication
Any notice to be given under this Agreement shall be in writing to the addresses and recipients as listed
13.4.1 Formal notices
If it is required in this Agreement that a formal notice, consent or approval shall be given, such notice shall be signed by a Party’s Authorised Representative(s) an authorised representative of a Party and shall either be served personally or sent by mail with recorded delivery.
13.4.2 Other communication
Other communication between the Parties may also be affected by other means such as e-mail with acknowledgement of receipt, which fulfils the conditions of written form.
Any change of persons or contact details shall be notified immediately by the respective Party to the Activity Leader. The address list shall be accessible to all concerned.
13.5 Assignment and amendments
No rights or obligations of the Parties arising from this Agreement may be assigned or transferred, in whole or in part, to any third party without the other Party’ prior formal written approval.
Amendments and modifications to the text of this Agreement require a separate written agreement to be signed by a Party’s Authorised Representative(s).
13.6 Mandatory national law
Nothing in this Agreement shall be deemed to require a Party to breach any mandatory statutory law under which the Party is operating.
13.7 Language
This Agreement is drawn up in English, which language shall govern all documents, notices, meetings, arbitral proceedings and processes relative thereto.
13.8 Applicable law
This Agreement shall be construed in accordance with and governed by the laws of Belgium excluding its conflict of law provisions.
13.9 Consortium agreement for the KAVA/IP Policy
EIT Manufacturing Partners involved in the same KAVA are encouraged to enter into a consortium agreement in order to specify or supplement binding commitments among themselves in addition to the provisions of the FPA and the SGA, in particular with respect to ownership of Results and Access Rights.
13.10 Settlement of disputes
13.10.1 The Parties shall endeavour to settle their disputes amicably. If, however, no settlement of any dispute under this Agreement has been possible to achieve, after the Parties’ reasonable endeavours to settle such dispute(s) amicably, the provisions of Section 13.10.2 of this Agreement shall be applicable to any such dispute’s settlement. The Parties concerned may instead elect unanimously to seek to resolve by mediation any dispute or difference arising in connection with this Agreement and which cannot be settled amicably by them.
13.10.2 All disputes arising out of or in connection with this Agreement, which cannot be solved amicably, shall be brought before the courts of Brussels.
Article 14: Signatures
AS WITNESS:
The Parties have caused this Agreement to be duly signed by the undersigned authorised representatives in separate signature pages the day and year first above written.
Partner name Slovak University of Technology in Bratislava Signature(s)
Prof. Xxx. Xxxxxxxx Xxxxx, DrSc. Rector STU
In Bratislava, on
EIT Manufacturing ASBL [KIC LE] Signature
**CONFIDENTIAL**