AGREEMENT

AGREEMENT

This agreement (hereinafter ‘Agreement’) is made between the following Parties:

• Università di Ferrara, Dipartimento di Fisica e Scienze della Terra (“UniFE”);

• Università G.d'Annunzio di Chieti-Pescara, Dipartimento di Ingegneria & Geologia (“UdA”);

• Università di Camerino (“UniCAM”);

• Istituto di Scienza e Tecnologia dei Materiali Ceramici del Consiglio Nazionale della Ricerche, Faenza (“CNR-ISTEC”);

• Minerali Industriali Engineering S.r.l. (“MIE”);

• Xxxxxxxx GMBH & CO. KG (“Mogensen”);

• Coda Di Muccia S.r.l. (“Codadimuccia”).

WHEREAS:

a) by the middle of May 2022, the European Commission will publish a call for proposals, denominated “LIFE Circular Economy and Quality of Life 2022”, by virtue of which it provides financial contributions for the implementation of projects concerning the Selective separation and recycling of construction works or buildings;

b) the Parties intend to plan and prepare a proposal (hereinafter the “Proposal”) concerning the treatment of construction and demolition waste for their recycling as a secondary raw material (hereinafter the “Project”), to be submitted to the above mentioned call for proposals, in order to try to obtain the financial contribution referred to in the previous point;

c) the Parties are aware that, in order to submit the Proposal, the skills and knowledge of each of them are required;

d) the Parties fully understand that European Commission requires that all Parties enter into a

“Consortium Agreement” between them once the Project is approved for funding;

e) so, the Parties intend to lay down a preliminary agreement between them having the main goal to rule the preparation of the Proposal and the division of costs for applying to the call for proposals, before signing the Consortium Agreement;

f) for these reasons, the Parties conclude this agreement (hereinafter the “Agreement”) under the

conditions indicated below.

Article 1 - Premise

The premises are an integral and substantial part of this Agreement.

Article 2 – Object

The Parties recognize and accept that this Agreement shall rule the relationship between the Parties for preparing the Proposal before signing the Consortium Agreement.

Having regard to the Project, in the case of the positive evaluation and final acceptance of the Proposal by the European Commission, the Parties agree that:

- Università di Ferrara will take care of project coordination and all the compositional characterizations of materials;

- MIE will take care of treatment test at lab and industrial scale, construction and installation on test site(s) of a mobile pilot line developed in cooperation with Mogensen;

- Mogensen will take care of development of multispectral separation techniques with proper test construction of a proper mobile sorter unit to insert in the mobile pilot line developed in cooperation with MIE;

- Università G.d'Annunzio di Chieti-Pescara (UdA) will assisit the industrial firms in designing and testing innovative concretes with the high-performance recycled aggregates sorted by the pilot mobile plant to be developed;

- CNR-ISTEC Faenza, will take care of designing and testing innovative ceramics with the well- sorted recycled fractions from the pilot mobile plant;

- Università di Camerino will take care of designing and testing geopolymers with the recycled fine fractions from the mobile pilot plant;

- Codadimuccia will take care of providing the crushed CDW and will host the pilot mobile plant.

All Parties will collaborate in communication and dissemination activities, and each will be responsible for its own management and reporting of resources and activities.

Article 3 – Proposal manager

The Parties agree to delegate to the professional firm specialized in writing European projects, Xxx Xxxxxx S.r.l. (hereinafter the Proposal manager”)- to coordinate and support the drafting of the Proposal and to submit it to the European Commission on behalf of the partnership.

Each Party will make every reasonable effort to contribute to drafting the Proposal. Each Party shall use reasonable endeavours to ensure the accuracy of any information or materials supplied in order that

the Proposal manager may rely on the accuracy of any such information or material with respect to the setting up of the Proposal.

Article 4 – Cost

Each party will enter in an individual contractual relation with the Proposal manager to regulate the allocation of the costs for the application to the call for proposal (totalling € 10.000 euro + 1% success fee on the entire EC contribution awarded to the project + VAT). Therefore, it is understood that no joint and several obligations are created between the Parties in favour of the Proposal manager between them.

Parties agree that these costs will be sustained as follows:

At signature of this agreement:

- UniFE and CNR-ISTEC: 1.250 € + VAT – the cost for UniFE and CNR-ISTEC will be paid by the Consorzio Futuro in Ricerca with funds available to Xxxx. Xxxxxxxx Xxxxxxxx;

- UniCAM: pays 625 € + VAT with funds available to xxxx. Xxxxxxxx Xxxxx

- UdA: pays 625 € + VAT with funds available to xxxx. Xxxxxxxx Xxxxx

- MIE: pays 1.250 € + VAT

- Mogensen: pays 1.250 € + VAT After submission of the proposal:

- UniFE and CNR-ISTEC: 1.250 € + VAT – the cost for UniFE and CNR-ISTEC will be paid by the Consorzio Futuro in Ricerca with funds available to Xxxx. Xxxxxxxx Xxxxxxxx;

- UniCAM: pays 625 € + VAT with funds available to xxxx. Xxxxxxxx Xxxxx

- UdA: pays 625 € + VAT with funds available to xxxx. Xxxxxxxx Xxxxx

- MIE: pays 1.250 € + VAT

- Mogensen: pays 1.250 € + VAT

After approval of the proposal, the 1% success fee on the entire EC contribution awarded to the project will be sustained and paid as follow:

- UniFE: renounces to 1% of its awarded EC contribution + VAT in favour of MIE

- CNR-ISTEC: renounces to 1% of its awarded EC contribution + VAT in favour of XXX

- UniCAM: renounces to 1% of its EC contribution + VAT in favour of XXX

- UdA: renounces to 1% of its awarded EC contribution + VAT in favour of MIE

- MIE: pays 1% of the awarded EC contribution of itself, of UniFE, of CNR-ISTEC, of UniCAM and of UniCH + VAT

- Mogensen: 1% of its EC contribution + VAT

- Codadimuccia: 1% of its EC contribution + VAT

Article 5 - Distribution of financing and contribution percentages

The Parties agree that the Project budget will be established during the proposal preparation on the basis of foreseen justified and needed expenditures to realise the Project tasks assigned. The distribution of the financial contribution will be based on each Party’s budget according to the funding rate of the LIFE Programme of 60% of eligible costs. The financial contribution of Public bodies will be reduced with the amount due to sustain the success fee, in favour of MIE that will assolve this fee on their behalf. All Parties understand that the effective financial contribution will be dependent on the costs incurred, reported, and accepted by the European Commission’s Agency CINEA.

Article 6 - Intellectual property

It is understood that each Party will remain the owner of the pre-existing know-how held by the same, all the total or partial results deriving from the collaboration of the Parties and all related information will remain the common property of the same. In the event that the Parties achieve in common, in full and effective collaboration and cooperation, results worthy of patent protection or similar forms of protection, the results regime is that of co-ownership; each party will be the holder of a share whose value is determined in proportion to the actual contribution (as required by the same art 5). This clause must necessarily be included in all subsequent agreements between the Parties. It is understood that the parties will agree, through subsequent agreements, the use and the exploitation of the results and/or legally protected intellectual creations of any transfer of ownership shares.

Article 7 – Duration

This Agreement shall come into force when signed by the Parties and shall continue in full force and effect until it has been replaced by the Consortium Agreement, to be executed after the final approval by the European Commission of the Proposal. In case the Proposal does not obtain a financial contribution by the European Commission, this Agreement shall immediately and automatically expire, with exception of the confidentiality obligations (as foreseen in a separate confidentiality agreement signed by the Parties on 1 March 2022, hereto attached to this Agreement, forming an integral part of which) which shall survive for the 36 months following the date on which the European Commission rejects the Proposal.

Article 8 - Governing law

This Agreement shall be governed and construed under the laws of Italy.

Any dispute arising out of or related to this Agreement shall be settled at the Court of Novara.

Article 9 - Cost

Each Party shall be responsible for their own legal fees, costs and expenses incurred by it in the preparation, negotiation and execution of this Agreement.

Article 10 - Consortium Agreement

The Parties agree that, being the signature of a Consortium Agreement mandatory if a grant Agreement has been signed, it must necessarily contain the following elements:

• Subject

• Duration

• Role and obligations of the Coordinating Beneficiary

• Role and obligations of the Associated Beneficiaries

• Common obligations for both the Coordinating Beneficiary and the Associated Beneficiary

• Project organisation and decision-taking

• Technical Activity Reports

• Financial reporting

• Estimated eligible costs and Beneficiary's financial contribution to the project

• Payment terms

• Intellectual Property Rights (“IPRs”) and access rights, accompanied by the list of background included

• Civil liability

• Confidentiality and privacy protection

• Communication on the Project and Dissemination of results

• Termination of partnership agreement

• Settlement of disputes and Jurisdiction clause

Article 11 – Notices

Any notices required to be given under this Agreement by any of the Parties hereto to the other Party may be effected by registered mail to the following addresses:

for UniFE: Xxx Xxxxxxx 0, 00000 Xxxxxxx (Xxxxx), PEC xxxxxxxxxxxx-xxx@xxx.xxxxx.xx;

for UdA: Xxxxx Xxxxxxx, 00, 00000 Xxxxxxx (Xxxxx), PEC xxx.xxxxx@xxx.xxxxx.xx;

for UniCAM: Xxxxxx Xxxxxx 00/x 00000 Xxxxxxxx (Xxxxx), PEC xxxxxxxxxx@xxx.xxxxxx.xx; for CNR-ISTEC: Xxx Xxxxxxxxx 00 - 00000 Xxxxxx (XX) (Xxxxx), PEC xxxxx@xxx.xxx.xx;

for MIE: Xxxxxx Xxxxxxx xxxxx Xxxxxxx 0, 00000 Xxxxxx (Xxxxx), PEC xxxxx@xxx.xx; for Mogensen: Xxxxxxxxx 000 00000, Xxxxx (Xxxxxxx);

Codadimuccia: Xxx Xxxx xx Xxxxxx, XXX, 00000, Xxxxxx, Xxxxxxxx (Xxxxx) PEC xxxxxxxxxxxx@xxxxxxxxx.xx.

Article 12 - Amendments or modifications

No agreement or understanding that modifies or extends this herein will be binding on either of the Parties, unless it is formed in writing, expressly refers to this Agreement and is signed by all Parties or their representatives with the necessary powers.

Failure to exercise the rights and/or faculties provided for in this Agreement will not constitute a waiver of the same.

Article 13 - Enforcement

In the event any term of this Agreement is found to be void or otherwise unenforceable, the remainder of this Agreement shall remain valid and enforceable as though such term were absent upon the effective date of this Agreement.

Article 14 – Additional agreement

The Parties undertake not to offer the same project idea(s) to any other planning processes with the purpose of obtaining a grant from European Funding Programmes in competition with that indicated in this Agreement.

This agreement is signed in 7 copies.

List of Annex:

- Annex I: NDA

19th of April 2022

Università di Ferrara-

Dipartimento di Fisica e Scienze della Terra

Università G.d'Annunzio di Chieti- Pescara.

Dipartimento di Ignegneria & Geologia

Firmato digitalmente da: XXXXX XXXXXXXX

Firmato il 21/04/2022 14:56

Seriale Certificato: 5002 Valido dal 03/11/2020 al 03/11/2023

InfoCamere Qualified Electronic Signature CA

Minerali Industriali Engineering S.r.l.

Xxxxxxxx GMBH Università di Camerino Istituto di Scienza e Tecnologia dei

Materiali Ceramici del Consiglio Nazionale della Ricerche

Codadimuccia S.r.l.

Annex I NDA

NON-DISCLOSURE AGREEMENT

By and between

Università di Ferrara, Dipartimento di Fisica e Scienze della Terra, Xxx Xxxxxxx 0, 00000 Xxxxxxx, Tax Code 80007370382 and VAT number IT-00434690384, PEC xxxxxxxxxxxx-xxx@xxx.xxxxx.xx, hereinafter be referred to individually as “UniFE”;

and

Università G.d'Annunzio di Chieti-Pescara, Dipartimento di Ingegneria & Geologia, Xxxxx Xxxxxxx, 00, 00000 Xxxxxxx, VAT number IT01335970693PEC: xxx.xxxxx@xxx.xxxxx.xx, hereinafter be referred to individually as “UdA”;

and

Università di Camerino, Xxxxxx Xxxxxx 00/x 00000 Xxxxxxxx, Tax code 81001910439 and VAT number IT00291660439, PEC: xxxxxxxxxx@xxx.xxxxxx.xx, hereinafter be referred to individually as “UniCAM”;

and

Istituto di Scienza e Tecnologia dei Materiali Ceramici del Consiglio Nazionale della Ricerche, Xxx Xxxxxxxxx 00 - 00000 Xxxxxx (XX), Tax code 80054330586 and VAT number IT02118311006, PEC: xxxxx@xxx.xxx.xx, hereinafter be referred to individually as “CNR-ISTEC”;

and

Minerali Industriali Engineering S.r.l., a company registered under the laws of Italy and having its registered office at Xxxxxx Xxxxxxx xxxxx Xxxxxxx 0, 00000 Xxxxxx, Tax Code and VAT Number 02469160028, PEC: xxxxx@xxx.xx, hereinafter be referred to individually as “MIE”;

and

Xxxxxxxx GMBH & CO. KG, a company registered under the laws of Germany and having its registered office at Xxxxxxxxx 000 00000, Xxxxx (Xxxxxxx), Tax Code and VAT number DE134528880, hereinafter be referred to individually as “Mogensen”;

and

Coda di Muccia S.r.l., a company registered under the laws of Italy and having its registered office at Xxx Xxxx xx Xxxxxx, XXX, 00000, Xxxxxx, Xxxxxxxx, Tax code 01960980439 and VAT number IT- 01960980439, PEC: xxxxxxxxxxxx@xxxxxxxxx.xx hereinafter be referred to individually as “Codadimuccia”.

hereinafter be referred collectively as “Parties” to this Agreement. Furthermore, the Parties may assume, the quality of "Disclosing Party" and of “Receiving Party” in this Non Disclosure Agreement.

WHEREAS

- by the middle of May 2022, the European Commission will publish a call for proposals, denominated “LIFE Circular Economy and Quality of Life 2022”, by virtue of which it provides financial contributions for the implementation of projects concerning the Selective separation and recycling of construction works or buildings;

- the Parties intend to plan and prepare a proposal (hereinafter the “Proposal”) concerning the treatment of construction and demolition waste for their reuse as a secondary raw material (hereinafter the “Project”), to be submitted to the above mentioned call for proposals, in order to try to obtain the financial contribution referred to in the previous point;

- in order to prepare the Proposal and in case the Proposal is selected for funding, the Parties will exchange proprietary information to be considered confidential (hereinafter “Confidential Information”);

- by this Non Disclosure Agreement (hereinafter “Agreement”), Parties want to regulate the access to these Confidential Information;

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS

Article 1 - Definition

For the purposes of the Agreement, "Confidential Information" may include, but shall not be limited to, information of a commercial, technical (flow sheets schemes, technical schemes etc.) or financial nature, relating to the Disclosing Party and/or the Purpose, including information which contains trade secrets, knowledge, commercial communications, design of machineries and plants, methodology, patentable and other ancillary information and other proprietary or confidential information, that the Discloser may disclose to the Receiving Party in connection to the implementation of the Purpose, regardless of whether such information is specifically designated as confidential and regardless of whether it is furnished before or after the date hereof. For the purpose of any disclosure hereunder and for avoidance of doubt it is presumed that any information and data exchanged for the purpose contemplated under this Agreement is confidential unless and until notice is provided by the Disclosing Party designating such information or data as non-confidential.

Article 2 - Duty of Confidentiality

The Receiving Party warrants to the Disclosing Party:

- to keep confidential all Confidential Information (whether written or not) of the Disclosing Party which has been obtained or received as a result of the discussions and exchange of documents leading up to or the entering into, or are obtained or received in performance of the Purpose;

- not to disclose, directly or indirectly, any Confidential Information of the Disclosing Party in whole or in part to any person without the Disclosing Party’s written consent, excluding its

employees, agents, advisers but only if and to the extent they are involved in the implementation of the Agreement and strictly on a need-to-know basis;

- to use the Confidential Information solely in connection with the performance of the Purpose and not otherwise or for the benefit of any third party;

- take all necessary and appropriate precautions and measures, in accordance with the best professional standards, in order to maintain the confidentiality of Confidential Information, as well as to prevent unauthorized access, removal and manipulation thereof;

- not to publish, on any means of dissemination (electronic and paper), what has been achieved in relation to the Purpose without the written consent of all the Parties.

The Receiving Party undertakes not to copy or reproduce the Confidential Information disclosed to it without the prior written consent of the Disclosing Party.

Article 3 - Limits on Confidential Information

Confidential Information shall not be deemed confidential and the Receiving Party shall have no obligation with respect to such information where the information:

a) has become publicly known through no wrongful act of the Receiving Party;

b) is lawfully obtained after the execution of this Agreement by the Receiving Party, free of any duty of confidentiality otherwise than directly or indirectly from the Disclosing Party;

c) is free of such restrictions agreed upon in writing by the Receiving Party and the Disclosing Party;

d) is already in the Receiving Party’s possession other than as a result of a breach of this

Agreement or any duty of confidentiality;

e) is required to be disclosed to comply with applicable laws or regulations, or with a court or administrative order, provided that the Discloser receives prior written notice of such disclosure and that the Receiving Party takes all reasonable actions to obtain confidential treatment for such disclosure and, to the extent possible, minimize the extent of such disclosure; or

f) is disclosed with the prior written consent of the Disclosing Party.

Article 4 - Duration

The Parties agree that confidentiality obligations under this Agreement shall have effect from the date of signature of the present Agreement and shall survive:

- during the entire period of collaboration between the Parties; or

- until the 36 months following the date on which the European Commission rejects the Proposal.

After these periods, all copies of the Confidential Information shall be returned to the Disclosing Party or destroyed immediately upon the request of the Disclosing Party and no copy thereof will be retained neither by the Receiving Party nor by its representatives.

Article 5 - Ownership of Confidential Information

The Receiving Party agrees that all Confidential Information received from the Disclosing Party, shall remain at all times the exclusive property of the Disclosing Party. Nothing contained herein shall be construed as granting or implying any transfer of rights, title or interest whatsoever to the Receiving Party of the Confidential Information.

Article 6 - Entire agreement

This Agreement, together with any and all documents referred to herein, constitutes the entire agreement and understanding between the Parties as regards the Confidential Information which may be disclosed by the Discloser to the Receiving Party and supersedes all prior agreements and understanding, both written and oral, between the Parties hereto with respect to the subject matter.

Article 7 - Amendments or modifications

No amendment or modification of this Agreement shall be valid or binding on the Parties unless made in writing and signed on behalf of both the Receiving Party and the Discloser by their respective duly authorised officers or representatives.

Article 8 - Enforcement

Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision hereof. In the event any term of this Agreement is found to be void or otherwise unenforceable, the remainder of this Agreement shall remain valid and enforceable as though such term were absent upon the effective date of this Agreement.

Article 9 - Governing law and arbitration clause

This Agreement shall be governed and construed under the laws of Italy.

Any dispute relating to the validity, existence, interpretation, performance, effectiveness or termination of this Agreement not defined by mutual agreement shall be exclusively and finally settled by arbitration in accordance with the Rules of the Chamber of Arbitration of Milan ("Rules"), by a single arbitrator appointed in accordance with these Rules. The arbitration procedure will take place in Milan, Italy. Each Party shall cooperate in good faith to expedite, to the greatest extent possible, the completion of any arbitration proceeding initiated under this Agreement.

The award rendered by the arbitrator shall be final and binding on the Parties.

Article 10 - Cost

Each Party shall be responsible for their own legal fees, costs and expenses incurred by it in the preparation, negotiation and execution of this Agreement.

Article 11 – Notices

Any notices required to be given under this Agreement by any of the Parties hereto to the other Party may be effected by registered mail to the following addresses:

for UniFE: Dipartimento di Fisica e Scienze della Terra, Xxx Xxxxxxx 0, 00000 Xxxxxxx, XXX; xxxxxxxxxxxx-xxx@xxx.xxxxx.xx;

for UdA: Università G.d'Annunzio di Chieti-Pescara, Dipartimento di Ingegneria & Geologia, Xxxxx Xxxxxxx, 00, 00000 Xxxxxxx, PEC: xxx.xxxxx@xxx.xxxxx.xx;

for Università di Camerino: Xxxxxx Xxxxxx 00/x 00000 Xxxxxxxx, PEC: xxxxxxxxxx@xxx.xxxxxx.xx, for CNR-ISTEC: Xxx Xxxxxxxxx 00 - 00000 Xxxxxx (XX), PEC: xxxxx@xxx.xxx.xx

for MIE: Xxxxxx Xxxxxxx xxxxx Xxxxxxx 0, 00000 Xxxxxx (Xxxxx), PEC xxxxx@xxx.xx; for Mogensen: Xxxxxxxxx 000 00000, Xxxxx (Xxxxxxx);

Codadimuccia: Xxx Xxxx xx Xxxxxx, XXX, 00000, Xxxxxx, Xxxxxxxx (Xxxxx) PEC xxxxxxxxxxxx@xxxxxxxxx.xx.

IN WITNESS WHEREOF the parties hereto have executed this Agreement by their duly authorized representatives.

19th of April 2022

Università di Ferrara-Dipartimento di Fisica e Scienze della Terra

Università G.d'Annunzio di Chieti- Pescara.

Dipartimento di Ignegneria & Geologia

Minerali Industriali Engineering S.r.l.

Mogensen BMGH Università di Camerino Istituto di Scienza e Tecnologia dei

Materiali Ceramici del Consiglio Nazionale della Ricerche

Codadimuccia S.r.l.

Pursuant to and for the purposes of art. 1341 and 1342 of the Italian Civil Code, the Parties, after having taken careful and specific knowledge and vision, approves and expressly accepts the following clauses:

- Article 2 - Duty of Confidentiality;

- Article 4 - Duration;

- Article 5 - Ownership of Confidential Information;

- Article 9 - Governing law and arbitration clause.

19th of April 2022

Università di Ferrara-Dipartimento di Fisica e Scienze della Terra

Università G.d'Annunzio di Chieti- Pescara.

Dipartimento di Ignegneria & Geologia

Minerali Industriali Engineering S.r.l.

Xxxxxxxx BMGH Università di Camerino Istituto di Scienza e Tecnologia dei

Materiali Ceramici del Consiglio Nazionale della Ricerche

Codadimuccia S.r.l.