Document 11 - Ref. Ares(2020)1527358 - 12/03/2020 JRC No. 34906-2018 TPW SERVICE LEVEL AGREEMENT No.: JRC/34906/2018 - JRC/FRONTEX/1571/2018 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 Agreement 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 Agreement by text removed, 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.l) The Parties have agreed the conditions below and the following annexes: Annex I - Frontex Media Monitor (FMM) and NewsDesk Service Level Agreement (SLA) Annex II - Deliverables Annex III - Deliverable Acceptance Form Which form an integral part of this contract. text removed in lower con justifcation 1

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 Annex I.
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 I 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 six months.

Article 4
This contract enters into force on the next day following its signature by the last party.

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 purpose 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 ol;
contract by JRC, all pre-financing, after the deduction of borne costs at the monghtor
termination, shall be reimbursed to FRONTEX. 24

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Article 5

A total amount of EUR 70,000 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 issued by the Commission, an advance payment of
EUR 35,000 representing 50% of the total amount referred to in Article 5 shall be
made.

Payment of the Balance

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

Payment of the balance corresponding to EUR 35,000 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 issued by the Commission.

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 Contract has to be in writing and bear the
reference number and reference of the deliverables from Annex II. 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:

FRONTEX:
Administrative issues Technical issues:
FRONTEX FRONTEX
Plac Europejski 6 Plac Europejski 6
00-844 Warsax 00-844 Warsax
Poland Poland

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JRC:
Administrative issues Technical issues:
European Commission European Commission
Joint Research Centre Joint Research Centre
Directorate R - Resources Directorate Competences

JRC.R.9 — Financial Services
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Rue du Champs de Mars, 21 Joint Research Centre
(CDMA 05/028) Directorate I - Competences
B - 1050 Brussels I - 21027 - ISPRA (Varese) Italy

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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 „u Own
event of wilful misconduct or gross negligence on the part ofthe JRC;

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JRC No. 34906-2018 TPW

(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.

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
Union (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 14 and 15 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
information legitimately becomes publicly available through other parties or throfiß
work or actions lawfully performed outside (not based on activities under hi
contract) or has been made available to the receiving Party by another party with &
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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 Service Level Agreement. 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.

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 Service Level Agreement, 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.

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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 Warsaw, Date: 208 1 8 Done in „An sseh Date: ..1&..03.:2019

Xavier Troussard,

Acting Director Competences

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Signature:

 

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