C O N T R A C T. between

Transcription

1 C O N T R A C T between Danske Regioner Dampfærgevej 22 DK-2100 Copenhagen Ø Denmark EAN: (in the following referred to as Danske Regioner ) and... CVR no. (Central Business Registration no.) (in the following referred to as the Supplier ) on Production and delivery of the new Danish Health Insurance Cards

2 C O N T E N T S Preamble The Supplier s delivery obligations The Deliverables in general The Solution Description Delivery Changes Danske Regioner s change requests The Supplier s change requests Change log Danske Regioner s participation Audit Prices General Terms of payment Stages and approval Service Level Goals Warranty General warranty The Supplier s resources Liability for subcontractors Warranted Service Level Goals Warranty period Breach by the Supplier Delay Obligation to give notice Penalty for late Delivery Danske Regioner s other remedies Defects Defective Deliverables Penalty for defective Cards Aggregated penalties and calculation of penalties Proportionate reduction Termination The circumstances of Danske Regioner Production and Delivery of the new Danish Health Insurance Cards 2

3 13 Damages Force majeure Mandatory rules Processing of personal data Danske Regioner s rights Confidentiality Cooperation Organisation Use of subcontractors Assignment Effective Date and termination Cancellation of the award of the Contract and ineffectiveness Ineffectiveness Damages Obligations on termination Governing law Disputes Negotiation Mediation Jurisdiction Interpretation Signatures Production and Delivery of the new Danish Health Insurance Cards 3

4 L I S T O F A P P E N D I C E S Appendix 1 : Definitions Appendix 2.a : Description of the Deliverables Appendix 2.b : Material specifications - The National Health Insurance Card Appendix 2.c : Material specifications - The Special Health Insurance Card Appendix 2.d : Carrier - The National Health Insurance Card Appendix 2.e : Carrier - The Special Health Insurance Card Appendix 2.f : Interface description - The National Health Insurance Card and carrier Appendix 2.g : Interface description - The Special Health Insurance Card and carrier Appendix 3 : Requirements Specification Appendix 3.a : Danish Executive Order of Security Appendix 4 : Time Schedule Appendix 5 : Prices and payment schedule Appendix 5.a : Evaluation of the award criteria [This appendix is part of the tender material. The appendix will not be a part of the final contract] Appendix 6 : Solution Description Appendix 7 : Danske Regioner's participation Appendix 8 : Service Level Goals and penalty Appendix 9 : Testing and approval Appendix 10 : Cooperation Organisation Appendix 11 : Data processing agreement Appendix 12 : Change Procedure Production and Delivery of the new Danish Health Insurance Cards 4

5 Preamble The public travel medical insurance covers Danish citizens vacationing within the EU/EEA. The Danish Health Insurance Act (sundhedsloven) has been amended whereby the public travel medical insurance is cancelled effective from 1 August Information about the public travel medical insurance is stated at the back of the national health insurance card as well as at the back of the special health insurance card. The amendment means that new Cards have to be issued. The replacement of Cards will be part of a large public campaign regarding the cancellation of the public travel medical i n- surance. It is therefore of utmost importance that the Delivery of Cards to the Insureds takes place in the course of the month of July This Contract regards the replacement of Cards and has been concluded on the basis of the EU tender and concerns the production and Delivery of the Card to the Insureds. The purpose of this Contract is to ensure that the production and Delivery of the Card is professional, efficient, stable, safe and reliable and always comply with the terms and conditions of this Contract, including but not limited to the obligations and requirements set out in the Description of the Deliverables (appendix 2.a) and Requirements Specification (appendix 3). The Supplier acknowledges that the Card is of vital importance to society and it is therefore essential to Danske Regioner that the Card is supplied in accordance with the provisions of this Contract, including but not limited to the agreed prices (Appendix 5) and in compliance with the agreed time-limits (Appendix 4) and Service Level Goals (Appendix 8). The Parties agree to cooperate in a positive, professional, and responsible spirit at all stages and to make substantial efforts to achieve the best possible result. Production and Delivery of the new Danish Health Insurance Cards 5

6 This Contract covers only the replacement of Cards whereby the public travel insurance is extinguished. The ongoing production and delivery of Cards is covered by another contract. 1 The Supplier s delivery obligations 1.1 The Deliverables in general The Supplier shall deliver the Deliverables as general contractor and shall in this capacity be responsible for taking all such action and meet such obligations as are necessary for the delivery of the Deliverables in accordance with the terms and conditions of this Contract. The Supplier shall also be responsible for the performance of such ancillary oblig a- tions and such other obligations as are deemed naturally connected to the Supplier s performance of this Contract. The responsibility of procuring all necessary equipment for delivery of the Deliverables shall rest with the Supplier. The procurement of such equipment shall be without additional costs to Danske Regioner. The Supplier shall in every respect have the duty to take initiatives and to give advice in relation to the performance of this Contract. The Deliverables shall possess the qualities and comply with the requirements set out in the Requirements Specification and the Solution Description as well as in the Contract in general. The Deliverables shall be organised and delivered so as to at least comply with the Service Level Goals and, in addition, so as to ensure that any faults in the Card are reduced to a level as may reasonably be expected. The Supplier shall undertake any conversion of data and establishment of interfaces to the extent necessary for compliance with the Solution Description. Production and Delivery of the new Danish Health Insurance Cards 6

7 1.2 The Solution Description In the Solution Description, the Supplier has prior to conclusion of the Contract incorporated the necessary changes and additions to the draft Requirements Specification drawn up by Danske Regioner, possibly in dialogue with Danske Regioner, so that the Solution Description fully complies with the Requirements Specification. The Supplier shall not claim that circumstances, terms or conditions set out in the Solution Description entail that the Supplier is unable or not obliged to fulfill the Requirements Specification. If, after conclusion of the Contract, it is found that the Requirements Specification is not after all fulfilled by the Solution Description, the Supplier shall supplement or change the Solution Description to the extent necessary and deliver such additional deliverables as are necessary for fulfilling the Requirements Specification and the Contract in general. Such Delivery shall be on the same terms as stated in the Contract, i n- cluding without further charges and within the time-limits stipulated in the Time Schedule. 2 Delivery No later than on the Final Delivery Date, the Supplier shall have Delivered all of the Cards to the Insured in accordance with the provisions of this Contract, including but not limited to the Service Level Goals. The Card shall be at the Supplier s risk until it has been Delivered, duly enveloped with correct and adequate indication of the Insureds as recipients, to the Insureds addresses as listed in the national register ( Folkeregister ) 3 Changes The Parties shall be entitled to request changes according to the guidelines below. Following such changes, Delivery shall still be carried out in accordance with the terms of the Contract, unless otherwise expressly Production and Delivery of the new Danish Health Insurance Cards 7

8 agreed pursuant to the change management procedure stated in this clause Danske Regioner s change requests Danske Regioner s change requests shall be submitted to the Supplier in writing. Upon receipt, the Supplier shall without undue delay prepare an estimate of the expected Charges related to the preparation of a suggested solution. The estimate shall be based on the hourly rates stated in Appendix 5, clause 5 and the expected time consumption. The estimate shall be sent to Danske Regioner for approval. If the suggested solution is accepted, the Supplier s Charges for the preparation thereof shall lapse. When Danske Regioner s approval of the estimate has been received, the Supplier shall initiate the work without undue delay and shall submit within 10 Working Days a suggested solution with at least the contents set out in Appendix 12. In case of disagreement between the Parties regarding the consequences of a change request, Danske Regioner shall be entitled to the necessary insight into the basis of the Supplier s suggested solution. For price calculation models and similar trade secrets, the Supplier shall be entitled to demand that the review be undertaken by an independent third party who is subject to a duty of confidentiality. Danske Regioner shall be entitled at any time to let the review of the Supplier s suggested solution be undertaken by an independent third party who is subject to a duty of confidentiality. Danske Regioner shall bear the costs of the independent third party unless the review shows that the Supplier s suggested solution deviates from industry standard. In this case, the costs of the independent third party shall be borne by the Supplier. If the suggested solution is not accepted, the Supplier shall be entitled to demand reasonable Charges for the preparation of the suggested so- Production and Delivery of the new Danish Health Insurance Cards 8

9 lution. The Charges shall be calculated according to documented actual hours and at the hourly rates stated in Appendix 5 and taking into account the estimate prepared by the Supplier. If the Supplier in the suggested solution demonstrates that the change request cannot be carried out due to technical or substantial functional considerations, the Supplier shall be entitled to refuse to carry out the requested change. 3.2 The Supplier s change requests If the Supplier requires changes to terms already agreed, a request to this effect shall be submitted to Danske Regioner. The Supplier s change request shall at least contain the information stated in Appendix 12. Danske Regioner shall without undue delay and within 10 Working Days after receipt of a request process the request and inform whether the requested change is accepted. Danske Regioner shall not be obliged to accept the Supplier s change requests. Where necessary in order to avoid significant loss to the Supplier, Danske Regioner shall be obliged, however, to accept such changes which only to an insignificant degree affect the Deliverables and which do not cause Danske Regioner further direct or indirect costs or loss or directly or indirectly have a negative impact on the fulfillment of the Service Level Goals. 3.3 Change log The Supplier shall maintain a joint change log which is to include all relevant documentation regarding changes, including dated change requests and suggested solutions. A further description of the change management procedure is set out in Appendix 12. Production and Delivery of the new Danish Health Insurance Cards 9

10 4 Danske Regioner s participation Appendix 7 exhaustively stipulates to which extent Danske Regioner is obliged to participate in the Supplier s performance of the Contract, i n- cluding by making information and personnel available. The Supplier shall immediately give written notice to Danske Regioner in the event that Danske Regioner does not participate as agreed. 5 Audit Danske Regioner shall be entitled at any time to control the work of the Supplier in order to establish whether (i) the Supplier complies with the Requirements Specification and the Solution Description as well as the Contract in general and (ii) whether the Supplier complies with the current quality assurance requirements with respect to the Deliverables. Danske Regioner may furthermore request that the Supplier prepare a detailed resource plan for all activities directly or indirectly contributing to the performance of the Contract, including Danske Regioner's participation. The control shall be carried out by an independent expert appointed by the Danish Institute of Arbitration. Decisions by the independent expert shall be final and binding on both Parties. Disputes relating to the interpretation of the Contract and other legal matters shall not be decided by the expert. Audit shall be carried out with a notice of 10 Working Days and no more than twice a year. The costs of the independent expert shall be borne by Danske Regioner, unless circumstances discovered during the audit deviate significantly from the terms of the Contract. The audit shall not limit the responsibilities of the Supplier in relation to compliance with the terms of the Contract. If an audit performed gives Production and Delivery of the new Danish Health Insurance Cards 10

11 rise to changes to the Contract, such changes shall be implemented in accordance with clause 3. The Supplier shall be obliged, to a reasonable extent and without separate remuneration, to render the assistance necessary for performance of the audit. To the extent possible, audit shall be planned so as to cause as little inconvenience to the execution of the Deliverables as possible. 6 Prices 6.1 General The price of the Deliverables is specified in Appendix 5. All prices are stated in Danish kroner (DKK). Duties and other taxes except for VAT are included in the prices. If the Danish taxes are adjusted, prices shall be adjusted by the net financial effect thereof to ensure an unchanged situation for the Supplier. The prices shall be fixed unless otherwise expressly indicated. 7 Terms of payment Danske Regioner shall make payments in accordance with the payment schedule set out in Appendix 5 provided that the Supplier, at the date of invoicing, has in fact delivered the Deliverables invoiced in conformity with the Contract. Invoicing and payment terms and documentation requirements are set out in Appendix 5. Production and Delivery of the new Danish Health Insurance Cards 11

12 8 Stages and approval The period from the Effective Date until the Final Delivery Date is divided into four stages. The individual stages and approval thereof have been specified in Appendix 4, Time Schedule, and Appendix 9, Testing and approval. 9 Service Level Goals Appendix 8 sets out the Service Level Goals to be achieved. If the Service Level Goals are not complied with, the Supplier shall be obliged to pay a penalty and subject to general Danish rules on remedies of breach pursuant to the principles set out in Appendix 8 and clause 11 of this Contract. 10 Warranty 10.1 General warranty The Supplier warrants that the Card complies with the requirements set out in the Requirements Specification and the Solution Description as well as in the Contract. If the specified Deliverables do not adequately comply with the Requirements Specification and the Contract, the Supplier shall without additional charges and within the time-limits specified in the Contract deliver such additional deliverables as are necessary for the proper performance of this Contract The Supplier s resources The Supplier warrants that the Supplier will use adequate and qualified resources for the Delivery of the Deliverables. Production and Delivery of the new Danish Health Insurance Cards 12

13 10.3 Liability for subcontractors The Supplier shall be liable for the deliverables of his subcontractors u n- der the Contract in the same way as the Supplier is liable for his own Deliverables Warranted Service Level Goals The Supplier warrants that the Service Level Goals are complied with. Without prejudice to the other remedies of Danske Regioner in case of non-fulfillment of the Service Level Goals, the Supplier shall pay a penalty to Danske Regioner, cf. the principles set out in Appendix Warranty period The Supplier warrants that the Cards comply with the requirements stipulated in the Contract for a period of 2 years from Delivery of each individual Card. 11 Breach by the Supplier 11.1 Delay Obligation to give notice The Supplier shall immediately give notice to Danske Regioner if the Supplier has reason to believe that a risk of delay will occur or that the Contract in general is not performed or not properly performed, including in relation to fulfillment of Service Level Goals, and irrespective of whether this is due to circumstances on the part of the Supplier, Danske Regioner s other IT suppliers or Danske Regioner Penalty for late Delivery If the Final Delivery Date is exceeded due to circumstances for which the Supplier is liable, the Supplier shall pay to Danske Regioner a penalty of DKK 5,- for each delayed Card. Hereafter, the penalty for delayed Cards Production and Delivery of the new Danish Health Insurance Cards 13

14 shall be calculated each week according to the same formula, but with a penalty increase of DKK 2.5,- per week: EXAMPLE: Date Penalty/late No. of delayed Penalty to be Card Cards paid 1 August 2014 DKK 5 500,000 DKK 2,500,000 8 August 2014 DKK 7,5 70,000 DKK 525, August 2014 DKK 10 25,000 DKK 250,000 Total Penalty DKK 3,275,000 The aggregate amount of penalties for delay, however, shall not exceed DKK 4,000,000. Any penalty incurred shall be paid by set-off of the Total Contract Sum Danske Regioner s other remedies In addition to clause , the general Danish rules on remedies of breach in case of delayed or missing Delivery shall apply, without prejudice, however, to the provisions of clauses 12 and 13. The provisions of clause 11.5 on termination shall apply Defects Defective Deliverables The Deliverables shall be deemed to be defective if the warranties given by the Supplier are not complied with or if the Deliverables in general do not live up to the reasonable expectations of Danske Regioner on the basis of the provisions of the Contract Penalty for defective Cards If the percentage of defective Cards, as concluded through the final quality test (telephone survey, cf. appendix 9) is higher than 1 %, the Production and Delivery of the new Danish Health Insurance Cards 14

15 Supplier shall pay a penalty of DKK 10,- for each defective delivered Card. Date 1 August 2014 Penalty/defective No. of defective 1 % Penalty Card Cards margin be paid DKK ,000 56,000 DKK 2,440,000 to The aggregate amount of penalties for defect Cards, however, shall not exceed DKK 4,000,000. Any penalty incurred shall be paid by set-off of the Total Contract Sum. It shall not be for the Supplier to remedy any defects in the Deliverables, nor to replace defective Cards. The fact that the warranty period, cf. clause 10.5, may have expired shall not preclude Danske Regioner from raising objections and claims against the Supplier due to defects in the Deliverables, including due to defects in the Cards. Furthermore, the Supplier shall remedy defects if it is necessary for obtaining approval pursuant to clause 8 or necessary for passing the Test Production Aggregated penalties and calculation of penalties The Supplier can be subject to aggregated penalties cf. clause and clause The total aggregated penalty amount shall not exceed DKK 8,000,000. The penalties, cf. clause and , shall be calculated on basis of the Final Quality Test, cf. Appendix Proportionate reduction The general Danish rules on proportionate reduction shall apply. Production and Delivery of the new Danish Health Insurance Cards 15

16 11.5 Termination Danske Regioner shall be entitled to terminate the Contract with immediate effect if material defects in the Deliverables are found. Danske Regioner shall be entitled to limit the termination to apply to only a part of the Contract. Material breach on the part of the Supplier shall in any event be deemed to exist in the following circumstances: The Final Delivery Date or the time-limit for completion of the Test Production has been exceeded by more than 20 Working Days. If the maximum penalty payment under either clause or clause is reached. Material breach of a data processing agreement, cf. clause 16 and Appendix 11. Repeated defects in the Deliverables, including in the Cards. Non-compliance with Service Level Goal no. 2, unless remedied immediately upon request. The Supplier's insolvency, unless the insolvency estate declares, without undue delay upon written notice from Danske Regioner, that the estate will become a party to the Contract. If the Supplier is subject to reconstruction proceedings, if the Supplier enters into negotiations for an arrangement with its creditors, or if the Supplier's materially deteriorated financial affairs in general jeopardise the proper performance of the Contract. The Supplier's discontinuance of the business to which the Production and Delivery of the new Danish Health Insurance Cards 16

17 Contract applies, or other circumstances seriously jeopardising the proper performance of the Contract. Termination of the Contract shall only have effect for the future. Thus, Cards which have already been delivered to the Insureds shall not be returned, and the Supplier shall not reimburse already paid Charges in relation to Cards which have been Delivered in conformity with the Contract. If Danske Regioner gives notice thereof, the Supplier shall be obliged, despite the termination, to continue the delivery of the Deliverables until the time when a different supplier has started supply of alternative deliverables as per agreement with Danske Regioner, cf. clause The circumstances of Danske Regioner In the event that Danske Regioner is in breach of its payment obligations under the Contract, the Supplier shall be entitled to interest in accordance with the Danish Interest Act (renteloven). In addition, the Supplier shall be entitled to terminate the Contract if the Supplier has sent a written notice to Danske Regioner stating, firstly, that Danske Regioner, in a specified manner, is in breach of its payment obligations, secondly that failure to make payment within 40 Working Days will result in termination of the Contract if Danske Regioner has not fulfilled its payment obligations before the expiry of the time-limit. If Danske Regioner fails to participate in the project as specified in Appendix 7 and if Danske Regioner s non-participation causes a delay of one or several of the time-limits in the Time Schedule, the Supplier shall be entitled to an objectively justified extension of time-limits as well as payment of interest of any deferred payments. Production and Delivery of the new Danish Health Insurance Cards 17

18 13 Damages The Parties shall be liable in damages pursuant to the general rules of Danish law. For circumstances resulting in payment of a penalty, damages shall only be claimed to the extent that Danske Regioner provides documentation of a loss in excess of the penalty. The aggregated sum of damages and penalty amounts, if any, shall in any event be limited to the Total Contract Sum. The Parties shall in no event be liable for operating losses, consequential losses or other indirect losses. The limitations mentioned above shall apply only if the loss was not caused by gross negligence or intentional acts by the Party causing the loss. The Supplier s product liability shall be subject to the general rules of Danish law. 14 Force majeure Neither the Supplier nor Danske Regioner shall be considered accountable under the Contract to the other Party for circumstances beyond the control of that Party and which the Party, on signing the Contract, should neither have taken into account nor have avoided or overcome. A subcontractor's circumstances shall be considered force majeure only if an obstacle comprised by the first sentence exists for the subcontractor, which the Supplier should not have avoided or overcome. For delays, force majeure shall be claimed only for the number of Working Days the force majeure situation lasts. If a time limit for the Supplier is postponed due to force majeure, the payments relating thereto shall be similarly postponed. Production and Delivery of the new Danish Health Insurance Cards 18

19 Force majeure shall apply only if the Party in question has given written notice thereof to the other Party no later than five Working Days after the occurrence of the force majeure. The Party not affected by force majeure shall be entitled to cancel the Contract in full or in part if the agreed acceptance date is exceeded by 20 Working Days as a result of force majeure. In the event of such cancellation, both Parties shall, as soon as possible, return effects received from the other Party, and no further claims shall subsequently exist between the Parties. Cards already delivered to the Insureds shall not be returned. 15 Mandatory rules The Supplier warrants that the Deliverables comply with relevant mandatory rules as they exist at the time of conclusion of the Contract. In case of legislative amendments after conclusion of the Contract which are of material significance to the Deliverables, such amendments shall be dealt with according to the Change Procedure. 16 Processing of personal data Pursuant to the Act on Processing of Personal Data (persondataloven), each Region is responsible for the personal data processed by the Supplier in connection with Delivery of the Deliverables. The Supplier processes the data and shall in this connection enter data processing agreements with each Region, cf. Appendix 11. The data processing agreements shall be considered as part of the Contract and breach of a data processing agreement shall be considered as a breach of the Contract. Production and Delivery of the new Danish Health Insurance Cards 19

20 17 Danske Regioner s rights Danske Regioner shall have all intellectual property rights in the Cards. 18 Confidentiality The Parties shall observe usual confidentiality with respect to circumstances which are not generally known. The Supplier shall be entitled to include Danske Regioner in its list of references, but the Supplier shall not otherwise use the name of Danske Regioner for marketing purposes. Following discussions with the Supplier, Danske Regioner shall decide how to announce the conclusion of the Contract. 19 Cooperation Organisation For the purposes of expedient performance of the Contract, the Cooperation Organisation shall be established, cf. Appendix 10. The Supplier shall furthermore be obliged to loyally participate in such other cooperation forums as Danske Regioner may reasonably request to be established with Danske Regioner's other suppliers. The Supplier shall not be entitled to a separate fee for participation in such cooperation forums. 20 Use of subcontractors The Supplier shall not without the written consent of Danske Regioner entrust the performance of the Contract to subcontractors. Production and Delivery of the new Danish Health Insurance Cards 20

21 21 Assignment Danske Regioner shall be entitled to assign its rights and obligations under the Contract to another Public Institution if the tasks so far performed by Danske Regioner are transferred to such other Public Instit u- tion. The Supplier shall not assign its rights and obligations under the Contract to a third party without the written consent of Danske Regioner. 22 Effective Date and termination The Contract shall take effect as from the Effective Date and shall not be terminated by either of the Parties safe as explicitly set out in this Contract. The Contract shall be non-terminable for the Supplier. 23 Cancellation of the award of the Contract and ineffectiveness 23.1 Ineffectiveness If the Danish Complaints Board for Public Procurement declares that the Contract is ineffective and orders Danske Regioner to terminate the Contract within a time limit fixed by the Complaints Board, Danske Regioner shall be entitled to terminate the Contract, in full or in part, giving notice in accordance with the order prescribed by the Complaints Board or a court of law. Thus, the Contract shall be terminated, in full or in part, by notice as prescribed in the order with effect from the effective date specified in the order. If the order issued contains additional terms and conditions or requirements, Danske Regioner shall be entitled to transfer these terms and conditions or requirements in the notice of termination sent to the Sup- Production and Delivery of the new Danish Health Insurance Cards 21

22 plier, provided that this is objectively justified, and the Supplier shall in that case comply with these Damages If the required basis of liability exists, and the Supplier has suffered a loss, the Supplier shall be entitled to claim damages or any other kind of compensation as a result of the decision to cancel the award of the Contract, or of the Contract having been declared ineffective and an order to terminate having been issued, including any costs, etc., of complying with the additional terms and conditions or requirements that Danske Regioner has transferred via the notice of termination. However, the Parties have agreed that indirect losses shall not be compensated, cf. clause 13. Finally, damages shall be limited in accordance with the maximum stated in clause 13 of the Contract. If the Supplier, at the time of the conclusion of the Contract, had or should have had knowledge of the actual and/or legal circumstances causing the cancellation of the award of the Contract or causing the Contract to be declared to be ineffective, the Supplier shall not be entitled to claim damages or any other kind of compensation from Danske Regioner due to the decision to cancel the award of the Contract or due to the Contract being declared to be ineffective and an order to terminate being issued, including, for instance, the costs of complying with additional terms and conditions or requirements transferred by the Customer in the notice of termination. 24 Obligations on termination The Supplier shall, in connection with the full or partial termination of the Contract, irrespective of the cause, assist Danske Regioner, in so far as is reasonable and necessary, in connection with Danske Regioner's retrieval and/or transfer to other suppliers or authorities. The assistance shall be provided as quickly as possible and, if possible, within the date of termination. Production and Delivery of the new Danish Health Insurance Cards 22

23 In addition, the Supplier shall loyally assist Danske Regioner with the planning and implementation of a re-tender, if any, and in this connection make the necessary personnel available. The Supplier shall also, to a reasonable and necessary extent, cooperate with a new supplier, if any, in connection with the transfer of services under the Contract to the new supplier. After the date of termination and until the transfer to any new supplier, etc., or retrieval has been effected, the Supplier shall continue to provide the services under the Contract on the terms and conditions stated in the Contract and at the prices stated in Appendix 5 unless otherwise agreed. The Supplier shall be entitled to compensation for assistance provided in connection with the termination of the Contract based on the hourly rates stated in Appendix Governing law The Contract shall be governed and construed in accordance with Danish law, excluding (i) its choice of law rules, if any, and (ii) the rules of the UN Convention on the International Sale of Goods (CISG) which do not apply. 26 Disputes 26.1 Negotiation If disagreement arises between the Parties in connection with the Contract, the Parties shall, taking a positive, collaborative and responsible attitude, seek to open negotiations with a view to settling the dispute. If necessary, the negotiations shall be escalated to chief executive level in the organisations of the Parties. Production and Delivery of the new Danish Health Insurance Cards 23

24 26.2 Mediation Following an attempt to resolve the matter pursuant to the provisions of clause 26.1, either Party shall be entitled to refer the dispute to mediation by the Danish Institute of Arbitration according to the rules of the Danish Institute of Arbitration applicable at the time of the request for mediation Jurisdiction Following an attempt to resolve the matter pursuant to the provisions of clauses 26.1 and 26.2, either Party shall be entitled to refer the matter for settlement by the Danish Maritime and Commercial Court of Cope n- hagen in so far as this court has jurisdiction pursuant to the rules of the Danish Administration of Justice Act (retsplejeloven). Where the Danish Maritime and Commercial Court has no jurisdiction, the disputes shall be brought before the Copenhagen City Court. 27 Interpretation The provisions of the tender material, in the Supplier's bid, in previous correspondence or any other similar preceding material not included in the Contract shall not subsequently apply as the basis of interpretation. 28 Signatures Place: Date: On behalf of Danske Regioner: Place: Date: On behalf of [the Supplier]: Production and Delivery of the new Danish Health Insurance Cards 24

25 Production and Delivery of the new Danish Health Insurance Cards 25