Between the Danish Transport and Construction Agency and XX concerning the delivery of an examination system for the aviation area

Transcription

1 Draft Agreement/Contract Between the Danish Transport and Construction Agency and XX concerning the delivery of an examination system for the aviation area May 2016

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3 3 Draft Agreement/Contract Contents 1 Parties 5 2 Background and purpose 5 3 Principles of interpretation 5 4 Clarification Phase 6 5 The Supplier s delivery obligations 6 6 Changes 6 7 The Danish Transport and Construction Agency s participation 8 8 Prices 8 9 Commencement and duration 9 10 Tests 9 11 Support and maintenance Party cooperation Service level target Breach of contract Indemnity General terms List of Appendices Signature 18

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5 5 Draft Agreement/Contract Case no.: TS Parties Between The Danish Transport and Construction Agency Edvard Thomsens Vej 14 DK-2300 København S DENMARK and Name Address Address (Hereinafter referred to as the Supplier ) (in the following jointly referred to as the parties ) the following contract has been entered into for the purpose of the delivery of an examination system for the aviation area. 2 Background and purpose The contract has been in a tender in accordance with the Danish Public Procurement Act as specified in the procedure public procurement, in accordance with which, the supplier has won the contract. 3 Principles of interpretation The contract determinations out ranks the appendices. The appendices outrank each other in accordance with the prioritization that is specified in the appendix list in section 17. The present contract is also available in a Danish version. If there are any differences between the Danish and English version, the Danish version is at all times referred to for clarification. The final contract will also be in Danish. The English version of the contract solely serves the purpose of informing tenderers of the binding contractual conditions laid down in the Danish contract version.

6 6 Draft Agreement/Contract 4 Clarification Phase Immediately after the conclusion of the contract, a clarification phase shall be initiated with the purpose of determining, whether it will be expedient for the specification of requirements to be detailed or supplemented, and whether the Danish Transport and Construction Agency s IT environment is in accordance with the requirements in the Suppliers bid. The clarification phase shall be conducted as a joint effort in which the Supplier initiates the activities considered necessary, for the Supplier to obtain a further detailed insight into the Danish Transport and Construction Agency s business procedures, needs and IT environment. At the same time, the Supplier must provide the Danish Transport and Construction Agency with a detailed insight into the functions and capabilities of the software. On the basis of this, each party shall submit possible proposals for detailing and supplementing the specification of requirements. To the extent that the parties are able to agree on a need for detailing or supplementing the technical specifications, respectively the description of the solution, a brief note concerning the changes, including changes to the schedule, which has been agreed upon, is to be elaborated. 5 The Supplier s delivery obligations The Supplier shall deliver the software, the documentation and user manual as is stated in the Suppliers bid (appendix 6). The delivery is hereafter referred to as the system. The system must have the qualities and meet the minimum requirements as specified in the technical requirements (appendix 1). The Supplier has delivery responsibility. If, after the formation of contract, it is ascertained that the minimum requirements in the technical specification (appendix 1) cannot be met by the Suppliers bid, including the description of solution (appendix 6), the Supplier must to the extent to which it is necessary supplement or change the description of solution as well as deliver such further services, which are necessary in order to fulfil the minimum requirements in the technical specifications and contract. A delivery such as this, must occur on the same terms as prescribed in the contract, including without further remuneration and within the, in the technical specification, specified mile stones for the cut-over plan. Delivery is regarded as carried out on the day of completion, meaning when the approval criteria for passing the acceptance test has been met. The Danish Transport and Construction Agency can, at any time during the contract term demand that a qualified third party receives access to the documentation. If the third party determines that the requirement concerning documentation has not been met, the Supplier must, at their own expense, improve the documentation. User rights are transferred on the day of completion. 6 Changes During the period after the clarification phase, both parties may submit requests for changes. The delivery of changes occur on the same terms as the originally scheduled delivery, unless any other terms are agreed upon in writing.

7 7 Draft Agreement/Contract If a suggested solution or the Suppliers change request is accepted by the Danish Transport and Construction Agency, the Agency must issue a written approval before work on a suggested solution or change commences. 6.1 The Danish Transport and Construction Agency s requests for changes The Danish Transport and Construction Agency s change requests must, as a minimum, contain content as described in appendix 4 (change management). The change request must be adequately detailed, so that the Supplier can work out an estimate of the collective costs, related to working out a suggested solution. The Supplier s estimate must be based on the in appendix 3, table 4 stated hourly rates and expectations concerning time consumption. The Supplier is not entitled to a specific remuneration for working out estimates such as these. The estimate is forwarded to the Danish Transport and Construction Agency for approval. If the description of solution is approved by the Danish Transport and Construction Agency, then the remuneration to the Supplier for preparing the solution is cancelled. When the Danish Transport and Construction Agency s approval of the estimate is confirmed, the Supplier initiates processing and must without undue delay and no later than 10 working days after, forward a solution with a minimum content as described in appendix 4 (change management) If disagreements occur between the parties regarding the consequences of a change request, the Danish Transport Agency has the right to the necessary insight into the foundation for the Suppliers suggested solution. In case of price and calculation models and similar trade secrets, the Supplier may demand that the run through is carried out by an impartial third party, who will be subject to a confidentiality agreement. The Danish Transport and Construction Agency always carries the expenses for an impartial third party. The Danish Transport and Construction Agency can chose to refuse a suggested solution, chose to request a change of the solution or accept the solution. If the Danish Transport and Construction Agency requests a change of the suggested solution, the Supplier must immediately prepare a new estimate concerning the remuneration, which is expected in connection with working out a revised suggested solution. If the estimate is approved, the Supplier will, without undue delay and no later than 5 working days from approval, submit a revised suggested solution to the Danish Transport and Construction Agency. If the revised suggested solution is accepted, then the remuneration to the Supplier for preparing the suggested revised solution, and the original suggested solution is cancelled Requests for significant changes of a suggested solution are regarded as a refusal of the proposed suggested solution. If the suggested solution is not accepted, the Supplier can demand a reasonable remuneration for preparing the suggested solution. The remuneration is based on documented consumed time and the in appendix 3 stated hourly rates, as well as consideration of the Suppliers estimate. If the Supplier, in the suggested solution, proves that the change request for technical or significant functionality reasons cannot be carried out, the Supplier may refuse to acquiesce to the change request. 6.2 The supplier s requests for changes The Suppliers change request for the Danish Transport and Construction Agency must include the same content, as the content of a suggested solution. The Danish Transport and Construction Agency, must without undue delay and no later than 10 working days from receipt, process the Suppliers change request and state whether the request may be approved. In cases where it is necessary for the Supplier

8 8 Draft Agreement/Contract to avoid a loss, the Danish Transport and Construction Agency is obligated to accept changes that only minimally affect the Danish Transport and Construction Agency s use of the system, and which does not impose further costs or losses. The Supplier is not entitled to remuneration for preparing a suggested solution, which is part of a change request from the Supplier. 7 The Danish Transport and Construction Agency s participation The Danish Transport and Construction Agency participates in the contract fulfilment, as this participation is described in the technical specifications (appendix 1) and the Suppliers bid (appendix 6). The specifications in the Suppliers bid must be viewed as estimates for the participation of the Danish Transport and Construction Agency, and during the contract there may occur the need for adjustments herein, both concerning the extent and the content. None of these adjustments may incur significantly increased costs for the Danish Transport and Construction Agency. The Supplier must give notice for as long as possible before requiring the participation of the Danish Transport and Construction Agency. When giving notice of at least 10 working days, each of the Parties has the right to postpone a deadline, which appears in appendix 1, up to three times, after discussion with the other party. If the Suppliers fulfilment of the contract requires changes to the existing IT environment of the Danish Transport and Construction Agency, as this is described in the technical specification (appendix 1), this must be clear in the Suppliers bid (appendix 6) 8 Prices 8.1 General The Supplier is paid in accordance with the prices listed in appendix 3 (prices). In the prices, all costs relating to individual posts are included, including the taxes that are in effect on the date of contract commencement. If upholding the contract means incurring extra expenses, which could not reasonably have been foreseen when entering into the contract, such as travel expenses, then such necessary and reasonable expenses may be refunded, after a written approval from the Danish Transport and Construction Agency has been given. 8.2 Price Regulation The prices in appendix 3, table 1, 2 and 3 are fixed and will not be regulated. However, if the current Danish taxes changes, the prices will, be regulated in accordance with the financial net impact, so that the Suppliers terms are not altered. The prices in appendix 3, table 4 are indexed in accordance with the net consumerprice index of Statistics Denmark, the Office for National Statistics. The indexation is annually done on January 1, occurring in this case for the first time on January 1, The first regulation is the difference between the latest publicized index number of the day of the bid, and the index number publicized on January 1, The hence regulated hourly rates apply for the calendar year beginning on the 1. January in question. Later regulation is the difference between the latest publicized

9 9 Draft Agreement/Contract indexes per 1. January of the year in question and the latest publicized index per 1. January of the preceding year. 8.3 Invoices and payment The Supplier bills the Danish Transport and Construction Agency rearwards by forwarding an electronic invoice with the following information: The Danish Transport and Construction Agency EAN-no. Supplier name, address, telephone no, fax no. and Name of the contract The Danish Transport and Construction Agency reference Supplier reference Exact description of the services Unit prices Period in which the services have been delivered Price excluding value added tax (VAT) VAT amount Price including value added tax (VAT) Invoice no. Various bank information The Supplier is entitled to quarterly and rearwards to bill the Danish Transport and Construction Agency ¼ of the prices in appendix 3, table 2 and 3, along with possible hours that are settled in accordance with table 4, appendix 3. The invoice is due 30 days after receipt. 9 Commencement and duration The contract comes into force on the date, which both the Danish Transport and Construction Agency and the Supplier, has signed the contract. The duration of the contract is 48 months from the date of commencement, with an option for an extension of up to 12 months. This means that the longest possible contract period is 60 months. 10 Tests Testing the system may occur at an acceptance test and a service level test cf. the technical specifications (appendix 1). Procedures, contents as well as a description of the Danish Transport and Construction Agency/the Suppliers participation in carrying out these mentioned tests, appear in the test plan in appendix 6 (the Suppliers bid). The Supplier must after the clarification phase is concluded, incorporate all suggestions for changes from the Danish Transport and Construction Agency s test plan, unless the Supplier can prove that these suggestions will involve activities that are beyond what within reason may be expected. The deadline for carrying out an acceptance test and a service level test appears from the schedule in the technical specifications (appendix1). The tests must be carried out during conditions that in the widest possible sense correlate with a normal operational situation. The Danish Transport and Construction Agency must without undue delay after a test has been carried out give written notice to the Supplier as to whether the test may be

10 10 Draft Agreement/Contract approved. A test is passed and must therefore be approved when the test meets the acceptance criteria, which appears in section 10.2 and If the test cannot be approved, the Danish Transport and Construction Agency must give the Supplier a written notice containing the cause of the lack of approval. If the Danish Transport and Construction Agency does not without undue delay give a written notice concerning the outcome of the test, the Supplier may inform the Danish Transport and Construction Agency that the test is viewed as approved if the Danish Transport and Construction Agency does not within two working days supplies a written notice as to whether the test may be approved. No review, commenting or approval on the part of the Danish Transport and Construction Agency of any test may be taken as an indication of a change of the requirements that may be made under the present contract. When the acceptance test has been carried out, the Supplier must immediately provide a report concerning the test cycle with a defects list of potential errors, when these errors have ben ascertained. The Danish Transport and Construction Agency will prepare a similar report in connection with the acceptance test. Deficiencies that are ascertained after the day of completion, including deficiencies ascertained in connection with the service level test are remedied in accordance with point In the tests, errors are categorized in the following order: Error category Description 1 Fatal errors which put a stop to the test. It is necessary to correct the errors before the test case can continue. 2 Serious errors, which are a grave inconvenience, but the test case may continue. 3 Minor error, which can be bypassed 4 Inefficient feature 10.1 Acceptance test The acceptance test shall be conducted by the Supplier, with the active participation of the Danish Transport and Construction Agency and on the Agency s premises. The purpose of the acceptance test is primarily to determine, whether the agreed functionality, documentation and user manual is present, as well as a test of the security solution. The acceptance test must demonstrate that the delivered system as a whole functions in accordance with the requirements in the technical specifications. If the Danish Transport and Construction Agency approves the acceptance test with observed defects, these shall be specified in a list of defects. There may alone remain defects in the defect categories 3 and 4 cf. the table in section 10. In case the acceptance test does not fulfil the requirements for the result thereof and consequently cannot be approved, the supplier is entitled to, with a notice of at least five working days, to repeat the full test, until the Danish Transport and Construction Agency may cancel the contract according to the terms for this. In case the Danish Transport and Construction Agency puts the entire system or parts thereof into use before the acceptance test in order to handle the activities of the Danish Transport and Construction Agency, the Supplier shall be entitled to request the Danish Transport and Construction in writing to stop such use. In case the Danish Transport and Construction Agency does not comply with the request within 20 working days, such parts of the system that have been put into use shall be considered accepted by the Danish Transport and Construction Agency. If the acceptance test cannot be passed in accordance with the time schedule in Appendix 1, owing to circumstances attributable to the Supplier, the Danish Transport and Construction Agency may choose to put the entire system or parts thereof into use from the originally agreed day of completion. In this case, the Danish Transport and

11 11 Draft Agreement/Contract Construction Agency shall pay a reasonable proportion of the amount related to the approval of the acceptance test in accordance with the schedule of payments cf. Appendix 3 (Prices). Commencement of use by the Danish Transport and Construction Agency shall solely be allowed, if this does not pose hindrances to the Supplier's completion of the deliveries, and carrying out of the agreed acceptance test. The supplier's obligations to maintain the entire system or parts thereof, shall enter into force only upon the Danish Transport and Construction Agency s approval of the acceptance test, notwithstanding commencement of use by the Danish Transport and Construction Agency at an earlier stage Acceptance criteria for acceptance test The acceptance test must be approved by the Danish Transport and Construction Agency on 1 September 2016, cf. section 10 in the technical specification. The requirements for the result of the acceptance test are met, if the test is carried out without ascertaining one or more qualified defects. The term qualified defect is used if: The majority of users cannot use the system, or the functionality is decreased to such an extent that the system is considered out of order or, the usability is decreased, or made more difficult to a significant extent or, the usability of the system is decreased to a not insignificant extent for the Danish Transport and Construction Agency unless the defect can, without a significant additional effort on the part of the Danish Transport and Construction Agency, be remedied Service level test The purpose of the service level test is to determine whether the delivery complies with the specified service objectives, cf. Appendix 1 (technical specifications). The service level test shall be carried out by the Danish Transport and Construction Agency, assisted by the supplier as required. Before the service level test is initiated, the acceptance test must be approved by the Danish Transport and Construction Agency. The Service level test is furthermore not initiated before the Danish Transport and Construction has notified the Supplier hereof. The time of the service level test is agreed upon between the parties in the clarification phase cf. section 4. The Danish Transport and Construction Agency must, with a five working day notice, inform the Supplier of the time and date of the commencement of the service level test. During the service level test, the Supplier has the right and duty to along the way optimize the systems productivity to the extent that this may be necessary, as well as remedy any ascertained deficiencies. Furthermore, the Supplier must aid the Danish Transport and Construction Agency in answering the Agency s questions regarding use of the system. The service level test must encompass a period, in which the system has been in normal operation with normal functions. The period must contain at least one exam, within each of the individual modules in the various exam categories. However, the period may only span across three months. The service level test runs until the approval criteria are met, or until the Danish Transport and Construction Agency rescinds the contract in accordance with the provisions concerning this. Regarding circumstances for which the Supplier does not carry the risk, and which hinders the normal use of the system, the service level test must stop temporarily. Afterwards, the deadline for the service level test must be extended with as many working days, as has been lost during the disruption.

12 12 Draft Agreement/Contract 10.3 Acceptance criteria for service level test The service level test is approved when the requirements of the system, which has been specified in the technical specifications (appendix 1), are met as a whole. If the Danish Transport and Construction Agency has approved the acceptance test with known defects, which are listed in the list of defects, cf. section 10.1, it applies that the Danish Transport and Construction Agency is not obligated to approve the service level test before these defects are remedied in essentials, Hereby it is understood that there alone remains defects in the defect categories 3 and 4 cf. the table in in section Support and maintenance The Supplier offers support from the day of completion with regards to debugging and maintenance of the system on an ad hoc basis when the Danish Transport and Construction Agency requests it. The Supplier is obligated to offer maintenance of the system in connection with new requirements from EASA. Corrective action and other maintenance work must be planned and executed so that the Danish Transport and Construction Agency is minimally inconvenienced by this. Support must be carried out in accordance with good IT practice, and by qualified personnel, who are familiar with the system. 12 Party cooperation 12.1 Project manager for the Danish Transport and Construction Agency The project manager for the Danish Transport and Construction Agency is Head of Division, Ulla Mønster, with whom the Supplier may make binding agreements within the framework of the contract. The daily contact person and project manager for the Danish Transport and Construction Agency is Mikkel Høgh Eichler Project manager for the Supplier The project manager for the Supplier is (insert name) with whom the Danish Transport and Construction Agency may enter into binding agreements. 13 Service level target The service level target that must be met is described in the technical requirements, (appendix 1). The service level target must be met from the day of completion and transfer of the system.

13 13 Draft Agreement/Contract 14 Breach of contract 14.1 Supplier s breach of contract Delay If delays occur, or delays are foreseen in relation to any agreed deadline, it is the responsibility of the Supplier to immediately inform the Danish Transport and Construction Agency hereof, as well as the length of the estimated delay. Furthermore, the Supplier must take effective steps towards overcoming the delay or - if this is not possible to limit this Defects A deficiency in the delivered is present, if the system does not live up to the requirements in the technical specifications as a whole, or does not function as the Danish Transport and Construction Agency may rightly expect, on the basis of the content in the present contract Remedying The Supplier is obligated and entitled to initiate corrective action as soon as possible, for the sake of the Danish Transport and Construction Agency s operational considerations, after receiving the Agency s deficiency report. The Supplier has the right and duty to complete the corrective measures within 30 working days after the deficiency report. If the corrective measures are not completed within the deadline, the Danish Transport and Construction Agency is entitled to have the ascertained deficiencies remedied at the expense and risk of the Supplier Proportionate reduction Danish legislations normal rules regarding proportional reduction are applied Termination The following but not limited to circumstances are always viewed as a significant breach of contract which entitles the Danish Transport and Construction Agency to completely or partly cancel the contract: a) The Suppliers bankruptcy, in accordance with the Danish Bankruptcy Act b) The Suppliers corporate reconstruction, opening negotiations regarding arrangements with creditors or significantly diminished financial circumstances, which would bring the fulfilment of the contract in danger. c) The Suppliers termination of the business to which the contract relates, or entry into other circumstances that brings the contract fulfilment into severe jeopardy. d) If rights of a third party hinders either the Suppliers fulfilment of the contract or the Danish Transport and Construction Agency s use of the delivered to an extent, which is considerable for the Danish Transport and Construction Agency. e) If the agreed upon date of completion, or the deadline for the service level test is exceeded by more than 40 working days. f) If, in the warranty period significant defects are ascertained, and these defects cannot within a reasonable time frame be remedied. In case of cancellation, the Supplier must immediately refund the by the Danish Transport and Construction Agency paid amount, without deductions for value depreciation or common use. The Danish Transport and Construction Agency must return the delivered parts that are included in the cancellation, in the condition in which they are found.

14 14 Draft Agreement/Contract The Danish Transport and Construction Agency is, however, entitled to use parts of the system until an alternative replacement system can be found. If that is the case, then the paid amount, which is included in the cancellation, must be refunded to the Danish Transport and Construction Agency when the parts are returned. For the period between cancellation and return, the Danish Transport and Construction Agency will pay a reasonable amount for the use which the Agency has had. For the section of the system, which is included in the cancellation, any maintenance agreement becomes void, when the system is returned. If the Supplier significantly fails to carry out the maintenance obligation in the warranty period, the Danish Transport and Construction Agency is entitled to cancel the contract completely or partly. After the warranty has expired the cancellation clause solely encompasses the maintenance obligation or parts hereof Breach of contract by the Danish Transport and Construction Agency If the Danish Transport and Construction Agency fails to fulfil the terms of payment in connection with this contract, the Supplier is entitled to interests in accordance with the Danish Interest Act. The Supplier is furthermore entitled to cancel the contract if the Supplier towards the Danish Transport and Construction Agency in writing has made a claim that partly the Danish Transport and Construction Agency in a more closely specified manner has failed to fulfil the payment obligations, and partly that failing to pay within 40 working days will lead do the termination of the contract, if the Danish Transport and Construction Agency fails to meet the payment obligations within the deadline. If one or more deadlines in the schedule in the technical specification (appendix 1) are exceeded as a consequence of aspects relating to the Danish Transport and Construction Agency, then the Danish Transport and Construction Agency s postponement access is similarly reduced. If the Danish Transport and Construction Agency does not provide the agreed upon participation towards the project, and this results in a delay of one or more deadlines in the schedule in the technical specifications (appendix 1) the Supplier has the right to an objectively justified postponement of deadlines as well as interests of potentially postponed payments. The Danish Transport and Construction Agency reimburses the Suppliers ongoing documented additional costs caused by the lack of participation of the Danish Transport and Construction Agency. 15 Indemnity The Danish Transport and Construction Agency and the Supplier are liable towards each other in accordance with Danish legislation. The parties are not responsible for operating loss, loss of profit and other indirect losses. Loss of data is considered an indirect loss. 16 General terms 16.1 Guarantees The Supplier guarantees that all deliveries, which the Supplier or the Suppliers Subcontractors deliver, meet all of the, in this contract, stated requirements.

15 15 Draft Agreement/Contract If the Supplier s deliveries are not adequate, it relies on the Supplier to supply without further remuneration and within the in the contract stated deadlines, cf. the schedule in the technical specifications (appendix 1) to deliver such other or further program, documentation and other which are necessary in order to fulfil the contract. The Supplier guarantees that the delivered software, documentation and user manual, which are covered by maintenance, during the term of the agreement, meet the requirements of this contract. If the Supplier uses sub-suppliers in order to fulfil the contract, the Supplier is liable for the services and deliveries of the sub-contractors in the same manner that the Supplier is responsible for their own services and deliveries. The warranty period is 1 year after the date of completion and transfer Third party s rights The Supplier guarantees that the Supplier, whilst under contract, does not violate third party rights, including property rights and intellectual property rights. The Supplier is obligated to indemnify the Danish Transport and Construction Agency with regards to any demand, including the legal costs, which may arise towards the Danish Transport and Construction Agency as a consequence of circumstances that relate to the Supplier Use of sub-contractors The Supplier is entitled to use sub-contractors in accordance with the Suppliers bid (appendix 6) and on condition of the Danish Transport and Construction Agency s consent. The Danish Transport and Construction Agency cannot refuse such consent without proper cause. The Suppliers use of Sub-contractors does not involve any limitations in the Suppliers responsibility towards the Danish Transport and Construction Agency. The Supplier is therefore liable for Sub-contractors goods, services and affairs in the same manner as they are responsible for the Suppliers own affairs. The Danish Transport and Construction Agency may in all cases direct enquiries to the Supplier Potential joint and several liability If the Supplier is a coalition of legal entities (a consortium) the legal entities are liable directly, jointly and severally for the completion of the contract Labour clause The Danish Transport and Construction Agency is in accordance with ILO convention no. 94 regarding labour clauses in government contracts, obligated to ensure that the Supplier and potential sub-contractors guarantee employees pay (including special remuneration), working hours, and other working conditions, which are no less favourable than those, which in accordance with prevailing collective labour agreements, arbitration awards, national legislation or administrative regulations, which apply for work of the same character within the persons occupational field or industry in the region where the work is carried out. The Supplier is obligated to ensure that the staff in Denmark employed on the delivery, receive pay and conditions of employment as mentioned above, and is obligated to notify their personnel about the applicable conditions of employment. If the Supplier does not observe the abovementioned requirements, and if this carries with it an entitled claim for additional pay for the personnel, the Danish Transport and Construction Agency may withhold remuneration to the Suppliers with the intent of ensuring the personnel the mentioned employment conditions Confidentiality The Supplier and the Suppliers personnel have a duty of non-disclosure with regards to information concerning the affairs of Danish Transport and Construction Agency, which the Supplier becomes acquainted with during the fulfilment of this contract. The confidentiality agreement continues even after the contract has been fulfilled.

16 16 Draft Agreement/Contract To the extent that the Supplier becomes acquainted with personal and corporate data in the system, the Supplier must comply with the rules and regulation, which the Danish Data Protection Act and the associated Security Order places on corporations, which handle personal and corporate data for public authorities. Both parties must handle all information and knowledge concerning each other s relations confidentially in relation to third parties. The Danish Transport and Construction Agency is, however, entitled to pass on information regarding the contract to the extent that this complies with existing legislation including the legislation regarding public records disclosures requests. The Supplier can include the Danish Transport and Construction Agency on their reference list, but are not allowed to use the Danish Transport and Construction Agency name for any other marketing purposes. The Danish Transport and Construction Agency decides, after discussion with the Supplier, how the contract formation is publicized Transfer The Danish Transport and Construction Agency has the right to transfer rights and obligations in accordance with the contract, to another government institution, if the tasks, which the Danish Transport and Construction Agency carry out, are transferred to another institution, regardless of what is stated in the Suppliers licensing terms. The Suppliers transference of rights and obligations under the contract requires the written consent of the Danish Transport and Construction Agency. The Danish Transport and Construction Agency cannot refuse to supply a written consent without proper cause. For both parties apply that a transference cannot be carried out, if it is contrary to mandatory rule of law, including the at all times prevailing public procurement rules Assistance in connection with the termination of contract The Supplier is in connection with the termination of the contract regardless of the reason for the termination always obligated to delete all data which the Suppliers has come into possession of, during the course of the fulfilment of the contract. Within a by the Danish Transport and Construction Agency set deadline, the Supplier must deliver a declaration stating to this fact. The Supplier is also obligated to, in connection with the termination of the contract regardless of the reason for the termination of the contract to aid with transferring all necessary material and data as well as all other information to the Danish Transport and Construction Agency. The Supplier is remunerated in accordance with appendix 3 (Prices) for this aid. The Supplier must when requested by the Danish Transport and Construction Agency without undue delay work out estimates for support. The by the Supplier prepared estimate must in writing be approved the by Danish Transport and Construction Agency Rights in software and documentation The Danish Transport and Construction Agency solely acquires a right of use in the software and documentation delivered. This shall apply to standard products as well as adjustments, special developments and the like. The right of use is limited to the term of the contract. The Danish Transport and Construction Agency shall not be entitled to copy software and documentation to a wider extent than necessary for the operation and safety of the system. The Danish Transport and Construction Agency may assign the operation of the system to a third party. A more detailed description of the content of the right of use in software and documentation is also described in the Suppliers licencing terms.

17 17 Draft Agreement/Contract The purpose of the Suppliers licencing terms is exclusively to define the specific content of the right of use, including limitations on the right to assign the right of use. In case the licencing terms contain other conditions in addition thereto, e.g. in relation to duration, installation, breach of contract, maintenance, warranty, liability, etc., the parties agree that such conditions shall be left out of account in all relations between the supplier and the Danish Transport and Construction Agency. In the event that the Danish Transport and Construction Agency, owing to requirements from subcontractors, is to sign licence terms directly with these, such licence terms shall be disregarded in all relations between the supplier and the Danish Transport and Construction Agency to the extent that such conditions do not concern the content and extent of the right of use. Thus the supplier shall also indemnify the Danish Transport and Construction Agency for any claims from subcontractors, which rely on the licence terms in question and which are not imposable on the Danish Transport and Construction Agency under the present contract Data processing and loss of data The Danish Transport and Construction Agency will ensure that there is always a valid security copy/back-up of all the Danish Transport and Construction Agency locally stored data. In case of actions, where there is a risk of loss of a greater amount of data, the Supplier is obligated to inform the Danish Transport and Construction Agency hereof, before hand and in writing. The Danish Transport and Construction Agency has, as data manager, the duty of submitting potential reports to the Danish Data Protection Agency Disputes If there are disputes between the parties, the parties must bilaterally, and in a positive and cooperative manner, through negotiation seek to resolve the dispute. If necessary, the negotiation may be raised to the highest level in the Supplier s and the Danish Transport and Construction Agency s organizations. If disputes cannot be resolved through negotiation, the case may be settled in the Danish Transport and Construction Agency s legal venue in accordance with Danish legislation. 17 List of Appendices - Appendix 1: Technical Specifications - Appendix 2: The European Single Procurement Document (ESPD) - Appendix 3: Prices - Appendix 4: Change Management - Appendix 5: Questions and answer from the tender process - Appendix 6: Description of solution

18 18 Draft Agreement/Contract 18 Signature For the Supplier For the Danish Transport and Construction Agency..., date......, date... Print name. Print name Position of signatory... Position of signatory... Stamp and signature... Stamp and signature

19 The Danish Transport and Construction Agency Edvard Thomsens vej 14 DK-2300 Copenhagen S info@tbst.dk Contract between the Danish Transport and Construction Agency and xx concerning an examination system for the aviation area.