Document 10 • Ref. Ares(2020)1527314-12/03/2020 -------------------------- JRC No. 34430-2017 • TPW CONTRACT No.: JRC/34430/2017 - JRC/Frontex/1251/2017 between the European Commission, represented by the JRC and European Border and Coast Guard Agency The European Commission represented by the JRC, represented for the purpose of signing this Contract by Mr Xavier Troussard, Acting Director of Directorate Competences of the Joint Research Centre, duly entitled to sign, (hereinafter referred to as "the JRC") and The European Border and Coast Guard Agency, represented for the purpose of signing this Contract by remove text, justfication 1 , duly entitled to sign, (hereinafter referred to as "Frontex") Hereinafter referred to individually as "the Party" or collectively as "the Parties" CONSIDERING: • Council Decision (89/340/EEC) of 3 May 1989, the Commission may place the installations, equipment or expert assistance of the Joint Research Centre at the disposal of third parties whether public or private, as appropriate, against payment, • Regulation (EU) 2016/1624 of the European Parliament and of the Council of the European Union of 14 September 2016 on the European Border and Coast Guard and amending Regulation (EU) 2016/399 of the European Parliament and of the Council and repealing Regulation (EC) No 863/2007 of the European Parliament and of the Council, Council Regulation (EC) No 2007/2004 and Council Decision 2005/267/EC (OJ L 251, 16.09.2016, p.1) The Parties have agreed the conditions below and the following annexes: Annex I • Frontex Media Monitor (FMM) and NewsOesk Service Level Agreement (SLA) Annex II • Deliverables Annex Ill - Deliverable Acceptance Form which form an integral part of this contract. 11 Pa

IRC No. 34430-2017-TPW

Article 1

The subject of this contract is the definition of the operational, administrative, financial and
technical conditions under which JRC shall provide Frontex with the services and products to
the maintenance and update of the Frontex Media Monitor and the NewsDesk, which were
initially supplied by the JRC in the frame of SLA No. JRC/FX/286/2009-1, signed on
17/12/2009.

The JRC shall execute the tasks assigned to it as described in the Annex I (SLA).
Article 2

The expected availability, support, incident resolution, service request fulfilment, and
maintenance services related to Frontex Media Monitor (FMM) and NewsDesk are described
in Annex I,

The maximum incident response time expected from JRC for assistance in building categories,
editing alerts, source and links maintenance is set to 1 business day (i.e. 8 business hours) as
defined in Annex I.

The maximum incident response time expected from JRC for the resolution of IT and end-
users reported problems is of 1 business day (i.e. 8 business hours) for NewsDesk and FMM,
during JRC working days.

Article 3

The updates for the FMM and the NewsDesk are part of JRC normal research activity and they
will take place in parallel to the updates of the Europe Media Monitor. There is no specific
schedule for these particular deliverables; however, JRC shall regularly communicate to
Frontex the release calendar. The communications will be received every four months and
include (at least):

1. The number of service requests, incidents and problems and the KPis indicated in
Annex |;

2. Release notes associated with the accomplished deployments (date, version,
affected components, fixed bugs referred by incident code, improvements);

3. Schedule for the next planned deployments;

4. Scope of the next planned deployments.

Article 4
This contract enters into force on 01/01/2018.

The duration of the implementation shall not exceed 12 months. This period and all other
periods specified in this contract are calculated in calendar days. Execution of the tasks shall
start from the date of entry into force of this contract. The period of execution of the tasks
may be extended only with the express written agreement of the Parties before such period
elapses.

Each Party has the right to terminate this contract in case the other Party remains in
serious breach of its contractual obligations after receiving formal notice in writing to
comply, specifying the nature of the alleged failure, and after being given the opportunity
to remedy the failure within a reasonable period following receipt of the formal notice,
This includes where the contractual obligations may no longer be performed due to lack of
necessary budget allocations for the purposes of the contract.

Any termination under this paragraph becomes effective by the end of the next calendar
month after notification to the other Party. The payment amounts are adjusted according
to the tasks actually executed. In the event of termination of this contract by JRC, all pre-
financing, after the deduction of borne costs at the moment of termination, shall be
reimbursed to Frontex.

BRENn. SESHFENT- TEN O5

Article 5

A total amount of EUR 60,000 shall be paid by FRONTEX under this contract, covering all
tasks to be executed.

The total amount referred to in the above paragraph shall be fixed and shall not be subject
to revision.

Article 6

Advance Payment:

Following signature of this contract by the last contracting party, within 45 days from the
date the relevant debit note is received by Frontex, an advance payment of EUR 30,000
representing 50% of the total amount referred to in Article 4 shall be made,

Payment of the Balance

Following acceptance of all deliverables as specified in Annex Il, the JRC will issue the request
for payment of the balance.

Payment of the balance corresponding to EUR 30,000 equal to 50% of the total amount
referred to in Article 5 shall be made within 45 days from the date the relevant debit note is
received by Frontex.

Interests

In the event of late payment the JRC may claim default interest. Interest shall be calculated
at the rate applied by the European Central Bank to its most recent main refinancing
operations (“the reference rate”) plus three and a half percentage points. The reference
rate in force on the first day of the month in which the payment is due shall apply. Such
interest rate is published in the C series of the Official Journal of the European Union. Interest
shall be payable for the period elapsing from the calendar day following expiry of the time-
limit for payment up to the day of payment.

Article 7

Payments shall be made to the JRC bank account denominated in EUR, identified as follows:

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Article 8

Any communication relating to this Service Level Agreement has to be in writing and bear
the reference number and reference of the deliverables from the Annex Il. Ordinary mail
shall be deemed to have been received by Frontex or JRC on the date on which it is registered
by the department responsible indicated below. Communications shall be sent to the
following addresses:

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JRC No. 34430-2017 • TPW FRONTEX: Administrative issues Technical Issues: Frontex Plac Europejski 6 00-844 Warsaw Poland Frontex Plac Europejskl 6 00-844 Warsax Poland text removed, justfication 1 JRC: Administrative issues Technical issues: European Commission Joint Research Centre European Commission Joint Research Centre Joint Research Centre Directorate I • Competences i • 21027 · ISPRA (Varese) italv Rue du Champs de Mars, 21 (CDMA 05/028) B - 1050 Brussels text expunged justifcation 1 Article 9 Frontex shall not be liable for damage sustained by the JRC in performance of the contract except in the event of wilful misconduct or gross negligence on the part of Frontex. The JRC shall be liable for any damage caused by it in performance of the contract, including in the event of subcontracting. Notwithstanding the preceding Paragraph, the JRC shall not be liable for (i) damage sustained by Frontex In performance of the contract except in the event of wilful misconduct or gross negligence on the part of the JRC; (ii) damage caused to any test material or objects supplied by Frontex where such damage results from the correct performance of work and testing according to established test procedures. (Iii) damage arising out of the use of the results of the work or tests forming the subject matter of the Contract except in the event of wilful misconduct on the part of the JRC. Neither Party shall be responsible for any indirect or consequential loss or similar damage such as, but not limited to, loss of profit, loss of revenue or loss of contracts, except in the event of wilful misconduct. All provisions of the contract apply without prejudice to the applicable law. Neither Party can claim any damages or breach of the contract in cases where the other Party acts according to its obligations resulting from the applicable law.

IRC No. 3430-2017 - TPW

Article 10

Any delay and their reasons in performance of the tasks must be immediately notified to
Frontex.

Article 11

Any amendment to this contract shall be the subject of a written agreement concluded by
JRC and Frontex. An oral agreement is not binding on the Parties.

Article 12

Ownership of any results as well as of any intellectual property (IP) rights thereto, including,
but not limited to, copyright and sui-generis database rights - whether generated or obtained
in performance of the contract, shall belong to the European Commission (or Euratom) in
accordance with the provisions established in Article 18 of the Staff Regulations.

Article 13

The afore-mentioned IP rights are granted under licence to Frontex on a perpetual and
exclusive basis. Frontex shall have the sole right and faculty to independently exercise and
sub-licence any of the rights obtained herein as it deems fit. In any event, the European
Commission shall retain the right to use the results and the IP rights thereto for research or
other institutional purposes. The provisions of this article shall be without prejudice to any
confidentiality and data protection obligations of the Parties under Articles 13 and 14 of this
contract.

Article 14

The Parties undertake to keep confidential any information, documentation, data or any
other material communicated to them by the other Party (i) as confidential or (ii) the
disclosure of which may clearly be prejudicial to the other Party, until the information
legitimately becomes publicly available through other parties or through work or actions
lawfully performed outside (not based on activities under this contract) or has been made
available to the receiving Party by another party without any confidentiality restrictions. This
confidentiality obligation applies also to information communicated orally when such
information shall be kept confidential, for instance in the context of information exchange
through seminars and workshops.

Confidentiality of information exchanged orally or in writing in connection with this contract
shall be maintained for a period of five years after its expiry or termination. Notwithstanding
the foregoing, any Party may indicate when communicating information to the other Party
that the confidentiality of such information shall be maintained even after the said five-year
period.

Article 15

Any personal data included in the contract shall be processed pursuant to Regulation (EC) No
45/2001 on the protection of individuals with regard to the processing of personal data by
the institutions and bodies of the European Union and on the free movement of such data.
Such data shall be processed solely for the purposes of the performance, management and
monitoring of the contract. As far as the JRC is concerned, such data will be processed by
the Director of Directorate Competences of the Joint Research Centre acting as data
controller without prejudice to possible transmission to the bodies charged with monitoring
or inspection task in application of Union law.

JO RNIT.

Article 16

Force majeure shall mean any unforeseeable and exceptional situation or event beyond the
control of the Parties which prevents either of them from performing any of their obligations
under the contract, was not due to error or negligence on their part or on the part of a
subcontractor, and could not have been avoided by the exercise of due diligence. Defects in
equipment or material or delays in making it available, labour disputes, strikes or financial
problems cannot be invoked as force majeure unless they stem directly from a relevant case
of force majeure.

If one Party is faced with force majeure, it shall notify the other Party without delay by
registered letter with acknowledgment of receipt or equivalent, stating the nature, likely
duration and foreseeable effects.
Neither Party shall be held in breach of its contractual obligations if it has been prevented
from performing them by force majeure. Where the JRC is unable to perform its contractual
obligations owing to force majeure, it shall have the right to remuneration only for tasks
actually executed.
The Parties shall take the necessary measures to reduce damage to a minimum.

Article 17
This contract shall be governed by European Union law, complemented, where necessary, by
the national substantive law of Poland. Any dispute between the Parties resulting from the

interpretation or application of this contract which cannot be settled amicably shall be
brought before the Court of Justice of the European Union.

SIGNATURES

Signed in two originals in the English language
For Frontex, For JRC,

Done in Waldaw Date: und 1 -12- 2017 Done in buusich.vate: AL, “a 7

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