AGREEMENT FOR IMPLEMENTATION OF REIMBURSED HELP ORDERS SETTLEMENT SYSTEM Definitions: 1) Agreement means this agreement with appendices or annexes hereto, if any. 2) Parties means the “Contracting Party” and “Pentacomp” 3) Acceptance tests mean the tests realised by the Contracting Party in the testing environment with the test data according to the Test Scenarios which are conducted to verify if the Software functionality is coherent with the functionality described in Appendix 1 and the Technical Project. 4) Test Scenarios mean the scenarios prepared for the users by the Contractor for actions by means of the Software. 5) Software means the [____System] created by Pentacomp implemented at the Contracting Party’s place under conditions stated in the Agreement on functionality described in the Contractor’s Offer and the Technical Project. 6) Hardware-Software Infrastructure means hardware-software infrastructure necessary for the appropriate functioning of the Software, ensured by the Contracting Party and made available to the Contractor according to the conditions defined in the Agreement. The minimum Hardware-Software Infrastructure requirements were defined in Appendix 1 and will be specified in details in the Technical Project. 7) CONTRACTING PARTY’s Project Manager means a person appointed by the Contracting Party to coordinate works included in the object of the Agreement on the side of the Contracting Party, entitled to sign the acceptance protocols defined in the Agreement, place Orders. 8) CONTRACTOR’s Project Manager means a person appointed by the Contractor to coordinate works included in the object of the Agreement on the side of the Contractor, entitled to sign the acceptance protocols defined in the Agreement, accept Request for Change and accept Request for Change and take Orders for realization. 9) Personnel means persons performing the Agreement on behalf of the Contractor, who, during the term of the Agreement, are employed by the Contractor under a contract of employment, a contract of mandate or a contract for specific work. Personnel also includes natural persons who provide IT services under long-term cooperation agreements. 10) Documents means the Software documents covering: Technical Project, user’s manual, installation manual and the subcontracting administration delivered by the Contractor under the object of the Agreement realization. 11) Contractor’s Offer means the Offer made by the Contractor on __ 2020, defining the functionality of the offered solution and the rules of the Agreement realisation constituting Appendix 1 for this Agreement. 12) Business Days mean every day from Monday to Friday, excluding statutory holidays in the Republic of Poland stated in the Act from 18th January 1951 r. on statutory holidays. 13) Source Code means the Software source code saved on a CD/DVD, and provided by the Contractor in the Contracting Party test-developer environment. 14) Source Codes Documentation means the document used by the technical acceptance person (developer), describing the Source Code structure, technologies and Software tools and containing compilation instruction which means generating the Software result code based on the Source Code. The document contains especially: i) source code structure description especially the division into modules and packages covering all elements constituting the Software, ii) tables scheme and views scheme description with the precision for the columns description and connections between them, iii) libraries and compilation parameters description, iv) building process, publishing and testing description. 15) Error means any Software working non-compliance, regardless of its reason, which has the features of the Critical or Ordinary Error or Fault. 16) Critical Error means an Error which makes the Software work in a way not in accordance with the Agreement or the Documentation, which will stop or disable the Software work, or become the reason of inappropriate service of the Contracting Party’s key processes serviced by means of the Software, covering ____. 17) Ordinary Error means a Software Error which makes it work in a way not in accordance with the Agreement or the Documentation resulting in Software work disturbance by limiting Software functions realisation or by hindrance in Software functions realisation. The Ordinary Error occurrence may be connected with the necessity of additional effort in comparison with the properly working Software, thus not disabling the whole Software functioning or servicing the processes in the way described for the Critical Error. 18) Fault means any Software non-compliance with the Agreement or the Documentation, other than the Critical or Ordinary Error. 19) Workaround means the solution which the Contractor – after the Contracting Party’s approval – is entitled and obliged to introduce in the Software or Implementation, if the Error elimination is not possible in a certain time; the Workaround’s parameters must be close to the Software or the Implementation element, in which the Error occurred. 20) Request for Change means a request for Change by a Party. 21) Change means a change in the scope of works defined including the specified Software demands, which influences the Contractor’s remuneration amount, schedule or the payment schedule. 22) Working Hours mean hours from 9:00 to 17:00 during a Business Day. 23) Orders mean the order for Contractor’s extra works realization, covering especially project-software works, consulting services and advising, made by the Contracting Party and approved by the Contractor for realization. 24) Technical Project means a document prepared by the Contractor resulting from the pre-implementation analysis, defining the way of each Software functionality realization, subject to acceptance on the conditions specified in the Agreement. The Technical Project includes: 1) Detailed Demands Analysis – describing the Contracting Party’s identified needs for the Software; 2) Solution Project – describing the functional and technical architecture of the solution and the Hardware-Software Infrastructure requirements.   § 1. Object of the Agreement 1. Under this Agreement, the Contracting Party entrusts and the Contractor agrees to realize the Software performing and implementation in the Contracting Party’s Hardware-Software Infrastructure, with the functionality specified in the Contractor’s Offer and the Technical Project. 2. The Object of the Agreement covers especially: 1) Technical Project preparation; 2) Software implementation in the Contracting Party’s Hardware-Software; 3) granting of a license to the Contracting Party entitling the Software usage together with its Documentation; 4) providing Source Codes and preparing and providing the Documentation to the Contracting Party; 5) preparing the Software ready for production stage together with the Contracting Party support by the Software Acceptance Tests realised according to the rules specified in the Documentation; 6) servicing according to the rules specified in §7; 7) extra services according to the Orders. 3. The Contractor is obliged to realise the Object of the Agreement following the frame schedule presented in Appendix 2. Not later than 2 weeks after the Agreement signing, the Parties’ Project Managers will agree on the detailed project schedule considering required involvement on the side of the Contracting Party. 4. During the Agreement realization Pentacomp will conduct due diligence, will work following generally accepted rules for professional practice and meet the dates specified in the Agreement. The Contractor is responsible for not realizing or inappropriate realization of their duties resulting from the Agreement. The condition under which Pentacomp is obliged to realise the Agreement is meeting their own Agreement obligations by the Contracting Party. The Contractor is not responsible for the damages, faults and Agreement realization delays caused by the Contracting Party negligence of duties, especially cooperation. 5. Pentacomp assures that they will realize the Agreement following generally applicable laws. The Contractor does not provide legal or tax advisory services and will not deal with analysis or interpretation of generally applicable laws as far as Pentacomp’s clients are concerned. The Contractor will take into account all the requirements resulting from laws and other regulations applicable to the Contracting Party’s activity potentially affecting the products content created by Pentacomp under the Agreement only in the range that was previously defined by the Contracting Party in a written form as precise business and functional demands. 6. While realizing the Agreement, Pentacomp will not have the access to personal data base. As far as it is necessary for the Agreement realization, all the personal data will be passed to the Contractor by the Contracting Party in an anonymized format. If passing any personal data for processing purposes appears to be necessary, Parties will sign a separate contract to entrust the processing of personal data. § 2. Rules of the Agreement performance 1. To ensure efficient realization of the object of this Agreement, the Contracting Party and the Contractor appoint, each on its own respective side, the Contracting Party’s Project Manager and the Contractor’s Project Manager. The Contracting Party’s Project Manager: [-], phone [-], e-mail [-]. The Contractor’s Project Manager: [-], phone [-], e-mail [-]. The Project Managers shall be entitled in particular to accept the products supplied and completed under this Agreement, and to sign test reports, acceptance certificates, to accept changes made in the course of implementation of the Agreement. A change of the Project Manager made by the Party appointing the Manager shall require no annex to the Agreement and shall be effective for the other Party from the date of receipt of a written notice about a change of the Project Manager with identification of the name and contact details of the new Project Manager. 2. On the Contracting Party’s Project Manager’s request, if it becomes necessary to perform the Agreement in the Contracting Party’s residence, the Contractor is obliged to deliver personal data of the Personnel directed to realize the subject of the Agreement, to enable them access to the premises, hardware and data. 3. Detailed conditions of cooperation between the Parties intended to accomplish the object of the Agreement, as well as the shared resources defined are specified in Appendix 3. 4. The Parties declare that they both fulfil the demands of the applicable laws including the European Parliament and Council Regulation Number 679/2016 of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation) (OJ L 119, p. 1). (hereinafter referred to as „GDPR”). 5. Due to the fact that the Personnel’s personal data needs to be made bilaterally available for the sake of the Agreement realization process, the Parties oblige each other to inform their employees and co-workers about the fact of making the data available to the other Party for the sake of the Agreement realization process and also pass the information as follows: 1) the controller of personal data is the party to whom the data have been made available 2) the personal data Shall be processed by the Party pursuant to article 6(1)(b) and (f) of GDPR only to and in the range necessary to the data base controller’s activity connected with the Agreement realization process in the under the normal data category – name, surname, job title and place of work, work phone number, work email address; 3) personal data shall not be made available to third parties unless it is required by the realization of the Agreement, the data shall not also be made available to third countries or any other international bodies in the sense of GDPR; 4) personal data shall be processed by the Party for the duration of the Agreement unless the longer period is necessary, for instance due to the archiving duties, pursuing claims or other actions required by applicable law regulations; 5) the data subject has the right to access their personal data and the right to demand their rectification, the right to object to the processing, delete the data or demand limiting their processing, the right to move their data and to file a complaint to the supervising entity; 6) the other Party’s personal data inspector’s contact data; Parties declare that: - on the Pentacomp’s side it is as follows: iod@pentacomp.pl; - on the Contracting Party’s side it is as follows: __________________. 7) based on the shared personal data, the Party shall not make any automatized decisions, covering the decisions resulting from profiling in the sense of GDPR. 6. The Parties undertake to keep confidential the personal data of which they have received information in connection with the performance of this Agreement. The obligation to respect the secret continues also after the termination of this Agreement for an indefinite period (continuous obligation) without the right to terminate The obligation must be respected by persons and entities which are involved in the performance of the Agreement. 7. Declaration of intent and knowledge (especially approvals, acceptance, Change Requests, Orders) resulting from presented Agreement can be performed in any form, especially in the form of documentation sent to appointed email addresses unless no other form for certain activity is restricted in the Agreement, under the pain of nullity. § 3. The Parties’ Responsibilities 1. The Contracting Party agrees to cooperate with the Contractor in the course of realizing the Agreement. The rules of the cooperation are especially indicated in Appendix 3. 2. The Contracting Party agrees to answer the questions addressed to them by the Contractor. The Principal undertakes that the answers will be provided within maximum 2 Business Days so as to ensure timely performance of the works required to accomplish the object of the Agreement. 3. The Contractor agrees to accomplish the object of the Agreement in compliance with the provisions of this Agreement and Appendices hereto, with utmost professional diligence. 4. At the Contracting Party’s request, the Contractor shall provide information to the Principal about the progress of works required to accomplish the object of this Agreement. 5. In the course of performing the Agreement, the Parties agree to inform each other on as-needed basis about any threats, difficulties or obstacles relating to performance of the Agreement. 6. The Contracting Party shall assure that he personnel dealing with the Agreement realisation on behalf of the Contracting Party is appropriately qualified to take part in the Agreement and be equipped with the necessary information and be entitled to make decisions on behalf of the Contracting Party connected with the Agreement. 7. If the Contracting Party fails to fulfil the duty to cooperate in the agreed on way or term, and if the failure affects the schedule, all the remaining terms will be extended by the length of the delay in the Contracting Party’s duties fulfilling unless the Project Mangers decide differently. 8. If the Contracting Party’s failure to fulfil the duty to cooperate and inform in the agreed on way or term results in the Contractor’s additional expenses (resulting for instance from the downtime in the project realisation), Pentacomp shall be entitled to charge the Contracting Party with and additional amount, which shall be decided as the multiplication of the number of the downtime person/days of those Personnel members who are unable to realise their tasks due to the Contracting Party’s delays and appropriate day rate (8 hours) counted on the basis of the hour rate from §5 section 5. § 4. Acceptance Procedure 1. The products subject to the acceptance procedure are: 1) Technical Project; 2) Software implementation and Documentation handing over. 2. The rules of the Subject of the Agreement acceptance are defined in Appendix 4. 3. Sample acceptance protocols are presented in Appendix 5. 4. Works covered by the Object of the Agreement shall be performed in terms specified in the schedule taking realization time pointed in the Contractor’s Offer into account. 5. Any errors or faults in performing the Agreement not resulting from the Contractor’s actions and especially resulting from the Contracting Party’s irregularities, cannot constitute the reason for denial or delay in acceptance or conditional acceptance. Errors for which Pentacomp is not responsible for are understood as errors resulting from as follows: the systems which are external in relation to Software; Contracting Party’s tools, irregularities resulting from the Contracting Party’s delivered data, and errors resulting from defects and errors of software other than the Software, hardware faults or errors connected with Contracting Party’s infrastructure. 6. The performed products being the subject of the acceptance procedure shall be presented to the Contracting Party’s Project Manager on an ongoing basis, to enable operational comments. 7. The Contracting Party’s Project Manager is entitled to conduct the acceptance procedure in accordance with Appendix 4. 8. To eliminate any doubts, for the Contracting Party’s comments, the Contracting Party’s Project Manager’s email notice is enough. § 5. Fee 1. The Contractor’s remuneration for the Agreement realization, covering works appointed in §1 section 2 points 1-5 shall be _______________and shall be increased by the amount of VAT tax current according to law regulations for the day of the invoice date. The remuneration shall cover the granted licence described Appendix 6. 2. The Contractor’s remuneration for maintenance specified in §1 section 2 point 6 over the period of 12 months beginning on the day of the Software implementation is ________ in total and shall be increased by the amount of VAT tax current according to law regulations for the day of the invoice date. The maintenance shall be conducted in the following year periods in accordance with the conditions specified in the Contractor’s Offer unless it is terminated by the Party not later than 90 days before the previous year expires. 3. The remuneration specified in sec. 1 shall be paid as follows: 1) The amount of ____________ increased by the amount of VAT tax shall be paid after the Agreement signing as advanced payment based on and advanced payment invoice; 2) The amount of ____________ increased by the amount of VAT tax shall be paid after the Software Implementation acceptance. 4. Payment of the remuneration for maintenance shall be paid in advance (payment for the first year maintenance period shall be paid after the Software implementation; payment for the following year periods shall be made before the following maintenance year begins). 5. In case of changes in the object of the Agreement realization way regarding the Contractor’s works range specified in the Agreement, Contractor’s Offer and the Technical Project realised in accordance with the changes governing Plan in Appendix 7, the Contracting Party shall be additionally paid counted on the basis of the rate of one man-hour for work of a person being a member of the Contractor’s Personnel, which is ___________ and the amount number of people from the Contractor’s Personnel performing the change. The payment shall be realised after the Change completion. 6. The Contractor’s remuneration for the Order realization shall be calculated on the basis of the net rate in section 5 and the labour intensity during the works covered by the Order under conditions specified in the Order. 7. The payments will be made within 21 days from the day of receiving the properly issued VAT invoice, to the bank account specified on the invoice. 8. The day of the payment is understood as the day when the invoice amount is found on the Contractor’s bank account mentioned in this provision, to which the payments are made. In case of payment delays, the Contractor is entitled to charge the Contracting party with the statutory interests for each day of the delay. 9. The Contracting Party agrees to accept the invoices sent in electronic version, in accordance with the Act of 11th March 2004 Law on the taxation of goods and services, sent to an email address ______ as a non-editable PDF file. § 6. Maintenance Conditions 1. The Contractor shall provide maintenance service from the day of the Stage 1 acceptance ____ support helpdesk in accordance with the Offer. 2. The Contracting Party is obliged to immediately inform the Contractor about all the Errors service system provided by the Contractor. 3. The support shall be available from 9.00 till 17.00 on working days (maintenance window), which means that: 1) at this period the realisation time is counted for the maintenance notification. 2) at this time the notifications shall be received. Notifications sent outside this time shall be treated as received at 9.00 on the following working day. 4. The Contractor is obliged to eliminate Software Errors in the time as follows: 1) Critical Error - the guaranteed repair time shall be 2 following Business Days starting from the notification in the Maintenance Window; 2) Ordinary Error - the guaranteed repair time shall be 4 following Business Days starting from the notification in the Maintenance Window; 3) Fault – any other Software Errors not considered as Critical or Ordinary Errors shall be repaired in 7 following Business Days starting from the notification in the Maintenance Window. 5. The Person on the Contracting Party’s side entitled to notify the Errors is the Contracting Party’s Project Manager and any other persons possessing their written authorisation. The list of the authorised persons shall be transferred to the Contractor. The Contracting Party’s Project Manager is obliged to update the list mentioned above. The Contractor is entitled to deny the error notification if it is put forward by not entitled person, which the Contracting Party shall be immediately informed about. 6. Software modification conducted by the Contractor during the maintenance service period relieves the Contractor from the duty to keep the parameters of the service unless the modification range has been agreed on and approved before by the Contractor. In that case, the Contractor reserves the right to additional remuneration for the works connected with the necessity of the changes analysis and their influence on the Software appropriate functioning. 7. Changes in the Hardware-Software Infrastructure (including changes in its configuration) performed by the Contracting Party without Contractor notification relieve the Contractor from the duty to keep the parameters of the service. The Contractor reserves the right to additional remuneration for the works connected with the necessity of the changes analysis and their influence on the Software appropriate functioning. 8. In case of the third parties software errors, the Contractor can notify the errors to the producer if the Contracting Party purchases such service. 9. Liability under warranty is excluded. § 8. Responsibility 1. In the extent of law, the Pentacomp’s responsibility towards The Contracting Party is restricted as follows: 1) Liability of Pentacomp for non-performance or inadequate performance of this Agreement or actions or omissions causing damage connected with the Agreement realization shall be limited to real damages (losses) while the Contractor’s overall liability including the contractual penalties shall not exceed the net value of the amount already paid to Pentacomp by the Contracting Party for this Agreement performance till the day of the claim occurred. 2) Pentacomp shall not be liable for damage involving lost benefits (lucrum cessans) of the other Party or the damages occurred due to business activity breaks, loss of trade ability, loss or damage of data or its reproduction, even if the Contractor has been informed about their possible occurrence. 2. The abovementioned limitation shall not apply if the damage occurred due to deliberate action or gross negligence, as well as due to violation of the third parties’ rights, mentioned in §9. 3. The Contracting Part cannot order any third party to perform work at the expense and risk of Pentacomp (replacement works). § 9. Intellectual Property Right 1. Referred to the work products undergoing protection based on the copyright, the remuneration referred to in §5 above also covers the Contractor’s fee for the non-exclusive, non-transferable and not time-limited license to use the Software only for the Contraction Party’s internal needs. The license becomes active on the day of the Software /Documentation final acceptance, in the exploitation fields specified in Appendix 6. On the day when Pentacomp presents the Software /Documentation for final acceptance, the Contractor allows the Contracting Party to use abovementioned products only to verify them and proceed with the acceptance procedure, especially with no allowance to share these products with third parties or for the production use. 2. On the day of payment for certain Stage, the Contracting Party shall receive the non-exclusive, non-transferable and not time-limited license to use the Software in specific version together with the Documentation in the exploitation fields specified in Appendix 6. 3. All the rights on intangible goods for The Software and all of its supplements extensions and modifications shall be Pentacomp’s exclusive possession at any time, with no limitations. 4. The Source Codes for the Software produced by the Contractor in given Stage shall be delivered to the Contracting Party on the day when the Software is presented to Acceptance Tests. To eliminate doubts – the Contracting Party is not allowed to modify the Software until the term of services specified in §7 expires. 5. The Contractor assures that the Software/Documentation does not affect third parties’ copyrights in the way which might cause exclusion or significant limitation of the use range for the Contracting Party in accordance with the Agreement. § 10. Force Majeure 1. A Party shall not be liable for failure to perform or undue performance of its obligations if it proves that such non-performance was caused by an event beyond its control, and that at the time of conclusion of the Agreement the event could not have been foreseen, and neither could the effects thereof, which resulted in the Party’s inability to perform the Agreement, and that it was impossible to avoid the event or the effects thereof. 2. The term “force majeure” shall be construed to mean an event which could not have been foreseen despite exercising the care required in business practice (Article 355 §2 of the Civil Code), which is external to both Pentacomp, and the Contracting Party, and which they could not have counteract despite acting with due diligence. 3. The Party referring to force majeure, for such reference to be effective, should promptly notify the other Party in writing but no later than within 7 days of occurrence of the force majeure event as otherwise the right to refer to the force majeure shall be forfeited. Furthermore, the Party shall prove the direct causal link between the force majeure and the failure to perform its obligation under the Agreement. The Party shall also has the same obligation when the force majeure ceases. Delay or defective performance of the Agreement in part or in total caused by force majeure shall not be deemed as breach of the provisions hereof by the affected Party. § 11. Dispute Resolution 1. All disputes and problems that may arise in connection with the Agreement, especially in relation to mutual rights and the duties resulting from the agreement, shall be first solved by the Project Management on the basis of written application containing description of the occurred problem. 2. If the Project Managers are unable to reach an amicable resolution within 14 (fourteen) Working Days from the application receiving, they present the problem issue to the Steering Committee to settle and they will call the Steering Committee to gather. The Steering Committee is obliged to gather within 14 (fourteen) Working Days from the date of the written notification to settle the issue. If the Parties refuse to accept the Steering Committee’s resolution it means that the Problem Issues Settlement Procedures have been expired. 3. Issuing court proceedings by any of the Parties can be conducted after the Problem Issues Settlement Procedures have been expired. Any action or claim by any of the parties hereto shall be brought in the appropriate court in the applicable Polish courts. 4. All the decisions and on the basis of the Problem Issues Settlement Procedures shall be documented in writing and signed by both Parties representatives in those Project organisation units where the decisions have been made. § 12. Confidentiality 1. In connection with performance of this Agreement, both during the effective term of the Agreement and in perpetuity thereafter, the Parties agree to: 1) keep strictly confidential all the technical, technological, economic, financial, commercial, legal, organisational and other information relating to the other Party (“Protected Information”) received during cooperation, irrespective of the form the information is provided or the source thereof, 2) use the Protected Information solely for the purpose of performance of this Agreement or other purposes closely related to the object of the cooperation of the Parties, 3) take all steps necessary to ensure that no person receiving the Protected Information discloses the same or the source thereof in part or in total to third parties without prior explicit consent of the Party from which the information or the source of information originates, 4) disclose the Protected Information only to persons to whom such disclosure is justified and to such an extent only as is necessary for the recipient to accomplish the defined purposes, 5) not to copy, reproduce or otherwise disseminate any Protected Information or part thereof, save where necessary to accomplish the object of the Agreement or other purposes closely related to the object of cooperation between the Parties, in which situation all such copies or reproductions shall be owned by the Party which is the source of such information. 2. The requirements set out in sec. 1 shall not apply to any part of information provided by the Parties which: 1) is published, known or officially disclosed to the public with no breach of the Agreement, 2) was legally provided by a third party with no breach of any non-disclosure obligation with respect to the Parties hereto, 3) is disclosed by one of the Parties upon prior written consent of the other Party, 4) has been disclosed in compliance with the current laws at the request of public administration authorities or courts to an extent covered by such a request. 3. The Parties are entitled to provide access to the Protected Information to their subcontractors in observance of the conditions specified in sec. 1. The Party providing access to Protected Information to its subcontractors shall obtain a confidentiality undertaking from the subcontractor of the wording corresponding to the undertaking made in this Agreement. 4. Within one month from this Agreement termination, the Parties agree to return all the documents and other materials containing the Other Party’s Protected Information. They shall also be obliged to delete them from all the data storing devices and to deliver certification of deletion or damage of possessed Protected Information. The abovementioned does not apply to the Protected Information constituting among others the financial information which due to the financial and tax reasons must be further processed. The Contractor is entitled to keep the documentation for the evidence needs with the duty of confidentiality. 5. Contractor’s Information Clause contained in Appendix 8 of presented Agreement. 6. The Contractor declares that its company operates an Integrated Management System including a Quality Management System compliant with the requirements of ISO 9001 and an Information Security Management System compliant with the requirements of ISO 27001. The Contractor declares that it meets the applicable requirements of the Contracting Party regarding information security, contained in Appendix 9 – Information Security Conditions, § 12. Abstaining from Employing Staff 1. For the period of 12 (twelve) months from completion of the object of the Agreement, the Contracting Party agrees not to sign contracts of employment, contracts of mandate, contracts of specific work and other cooperation agreements with the employees of the other Party (including the Contractor’s Personnel) without written Contractor’s consent under the pain of nullity, on their own or other party’s account or entrust them managerial, supervisory or advisory functions. 2. The Contracting Party is also obliged not to persuade the Contractor’s co-workers/employees to terminate the contracts with the Contractor or to non-performance or improper performance of those contracts. 3. Infringement of this obligation shall be deemed an act of unfair competition. The Party in breach of this condition shall pay liquidated damages of _____________ net the other Party for every single case of such infringement. The payment of the liquidated damages shall be made within 14 days from the written notification to the bank account specified on the notification. The Contractor is entitled to claim compensation higher than the liquidated damages on the general terms. § 13. Effective Term 1. The presented Agreement shall enter into force on the day of signing and is realised in accordance with the framework schedule contained in Appendix 2 further specified in the detailed schedule. 2. The maintenance service is performed in yearly periods and can be automatically prolonged on the conditions specified in the Agreement. 3. If the Agreement is terminated earlier, the Contractor shall receive appropriate remuneration for all the properly conducted works till the termination date. Due to the lack of specified amounts for certain works, the remuneration shall be calculated based on the rate of one man-hour defined in §5 sec. 5. The Contracting Party is entitled to keep the performed products which they paid for without the warranty entitlements. 4. The Agreement stays in force even after its expiry or termination in the range of provisions which due to their nature stay binding after expiry or termination especially for the rules of confidentiality and responsibility. § 14. Final Provisions 1. The Polish law, and notably provisions of the Civil Code and the Act on Copyrights and Related Rights shall apply to the extent not provided for herein. 2. All amendments and supplements to this Agreement shall be made in writing by bilaterally signed annexes to be valid. 3. The Contractor is entitled to include information about works done for the Principal in reference letters or marketing materials. 4. Transfer of rights and duties by the Parties in the remaining range need a written approval to be valid, denial of which needs an explanation. 5. This Agreement contains the following Appendices: Appendix 1 - Contractor’s Offer. Hardware-Software Infrastructure. Appendix 2 - Framework Schedule. Appendix 3 - Detailed rules of cooperation Appendix 4 - Acceptance Procedure. Appendix 5 - Sample Protocols. Appendix 6 - Licence conditions. Appendix 7 - Changes Management Plan. Appendix 8 - Contractor’s Information Clause. The abovementioned Appendixes are integral part of the Agreement. 6. The Agreement is made in two identical originals, one for each Party. For Pentacomp: For the Contracting Party: Appendix 1 Contractor’s Offer. Hardware-Software Infrastructure. Appendix 2 Framework Schedule. Appendix 3 Detailed rules of cooperation. 1. The Contracting Party shall assure substantial and administrative teams on the Contracting Party’s side in the range of realised works in composition and time appropriate for the detailed schedule demands. 2. The Contracting Party shall assure realization of the provisions contained in the Parties meetings reports unless the provisions are contrary to the Agreement provisions. The abovementioned reports shall be made by the Contractor’s representatives not later than 2 working days from the meeting completion. 3. During the Agreement realization the Contracting Party shall make the possessed documentation available to the Contractor’s entitled representatives and shall provide necessary information which may influence the Agreement realization. 4. All the changes resulting from the Agreement realization, potentially influencing the range, quality, resources or the Contractor’s works schedule, are necessary to be reported to the Contractor by the Contracting Party in the Change Request mode described in Appendix 7. 5. For the Agreement realization time, in the terms defined in the detailed project schedule, the environments enabling the Contractor’s representative to conduct implementation and testing works shall be provided to the Contractor by Contracting Party in accordance with demands described in the Solution Concept. 6. The Contractor shall equip their teams with computers with standard Software in the range necessary to realise the Agreement. 7. For the Agreement realization time, the Contracting Party shall enable the Contractor’s project team members to bring in/out portable computers not in the Contracting Party’s possession to the Contracting Party’s premises, for the Object of the Agreement realisation. 8. For the Agreement realization time, the Contracting Party shall assure _____ work stands for the Contractor’s specialists with the ability to connect with z the developer and testing environment enabling the analytical, testing and implementation works in the Contracting party’s premises. 9. Most works at the project, implementation and partial testing stage shall be conducted in the Contractor’s premises. 10. The Contracting Party is obliged to empower the Contractor’s project team members with access to the environments enabling them undisturbed Agreement realization in accordance with the detailed schedule. 11. For the Agreement realization time, the Contracting Party shall enable the Contractor’s project team members to access the system resources constituting the data source for the Object of the Agreement realisation. 12. In the range of the project organisational structure there shall be created units as follows: Steering Committee and Project Management. 13. The Parties can create other organisational units for the project realization aims. All the organisational units created for the project realization demands, in which the Partied have their representatives, shall make their decisions with both Sides approval. 14. Among the Project Management tasks shall be discussing and solving problems occurring during its realization, excluding the issues remaining in the Steering Committee’s competences. Once a month the commonly written report on the work advancement shall be presented to the Steering Committee by the Project Management. The Project Management shall be responsible for the works, conducted by the Contractor for the Contracting Party, range and quality coordination and control and making decisions about all the issues connected with the Agreement. Project Managers shall be empowered to legally represent the certain Parties in all the issues connected with the project, excluding the issues demanding changes in the Agreement. As far as the empowerment demands the other Party unit’s special permission, the Parties shall make a special disclaimer appear in written protocol and the appropriate company’s body makes a decision in that matter immediately. In all other cases, written declaration by the Project Managers shall be considered binding for the Sides represented them. 15. The Steering Committee shall exercise regular control over the project realisation advancement and shall constitute the last instance in the Problem Issues Settlement Procedures. Unless the Sides decide differently, the Steering Committee meetings shall take place regularly, at least once every six weeks in the agreement realisation place. Members of the Steering Committee shall be empowered to legally represent the certain Parties in all the issues connected with the project, excluding the issues demanding changes in the Agreement. As far as the empowerment demands the other Party unit’s special permission, the Parties shall make a special disclaimer appear in written protocol and the appropriate company’s body makes a decision in that matter immediately. The Sides decide that the Steering Committee shall comprise of as follows: on the Contracting Party’s side – […]; on the Pentacomp’s side - […]. 16. The teams realising the Agreement shall comprise of the Contractor’s and the Contracting Party’s Personnel. Each team shall be supervised by the Project Manager. The certain Side’s Project Manager is empowered to discipline only the members of the team appointed by their Side. 17. Changes in the Project Management or the Steering Committee does not demand changes in the Agreement to be binding however, it shall be formally notified to the other Side as a written document. Appendix 4 Acceptance Procedure. Acceptance /Final Acceptance The Sides implement below mentioned Acceptance rules (the rules refer to the specific products acceptance procedure as well as the final acceptance): 1) The Contractor is obliged, to not later than on the day of presenting a certain product for acceptance in accordance with the Schedule in Appendix 2, to inform the Contracting Party in a written form about the fact of being ready for acceptance procedure, simultaneously putting forward the acceptance subject. (The Sides also allow the written notification sent online to the Contracting Party’s Manager’s email address). 2) Within 10 working days form the abovementioned notification receiving, the Contracting Party’s Manager is obliged to conduct the acceptance procedure signing the acceptance protocol or notifying written objections to the product acceptance together with appropriate justification. In such a case, the discrepancies protocol is created, excluding provisions in point 3 below. 3) In the case of software products, the acceptance shall proceed on the basis of the Acceptance Test. The Acceptance Test shall check if the software product if coherent with the Contractor’s Offer, Technical Project and its Documentation. The Errors found during the tests shall be currently registered, taking all the accepted modifications into account. At the end of the testing period, the Sides shall commonly write a test report (protocol) which shall contain all the errors which have not been fixed or removed yet and shall be signed by both Sides. Each indicated Error shall be categorised as in one of the groups as follows: Critical Error, Ordinary Error, Fault (according to the Agreement definitions). In the case, when the report indicates Critical Errors or at least 3 Ordinary Errors, the Contracting Party is entitled to deny signing the acceptance protocol and the report becomes the discrepancies protocol from point 2. 4) Within 10 working days form the abovementioned discrepancies protocol signing, the Contractor is obliged to respond and fix them, as far as they do not extend the Contractor’s work range specified in the Agreement, and to put the works forward for another acceptance procedure to be conducted by the Contracting Party. Points 1)-3) provisions shall be applicable accordingly. 5) If the Contracting Party’s Project Manager does not sign the acceptance protocol in the term specified in point 2) and does not present the list of objections to the approval subject, the acceptance protocol is considered signed and the approval subject approved. The Contractor is entitled to sign the protocol unilaterally with effect for both Agreement Sides. 6) The approval procedure defined in points 1)-5) above is accordingly applicable for repeated acceptance procedures, however the repeated procedure is conducted only for the objections specified on the list provided by the Contracting Party after the Contractor has notified their readiness to acceptance of a certain stage of works, and other objections revealed during the elimination of the reported errors. 7) The Contracting Party’s production use of the product is equivalent with accepting the Subject of the Agreement with no objections and entitles the Contractor to sign the protocol unilaterally with effect for both Agreement Sides. Appendix 5 Sample Protocols. Acceptance Protocol – sample 1. Acceptance subject Product Name: 2. Acceptance subject description 3. Acceptance The Contracting Party confirms that the acceptance subject was performed properly. PARTIES SIGNATURES Appendix 6 Software and Documentation Licence Conditions. The subject of the presented License _____ SYSTEM (together with all modifications and changes conducted by the Contractor in connection with warranty maintenance, service and development) which covers storing devices connected with it. Software Documentation is also the Object of the Agreement. By installing, coping and using the Software/Documentation, the Contracting Party – the Licensee agrees to follow the provisions of this Agreement. If the Licensee does not agree to the terms and conditions of this Agreement, the Licensee must not install, copy or use the Software/Documentation in any way whatsoever. The License entitles the Contracting Party to install the Software in ___ and is not limited by the number of users. 1. PENTACOMP’S STATEMENT. Pentacomp hereby declares that it holds all the property rights to the Software and the Documentation not encumbered with rights (with restriction to granted licenses non-exclusice Licenses) or claims of third parties. 2. RESERVATION OF RIGHTS AND OWNERSHIP. The Licensee’s rights under the license are limited to rights explicitly granted in this Agreement. Pentacomp reserves all the other rights. Unless the Licensee and Pentacomp explicitly agree otherwise in writing, the Licensee must not: (1) create developments relying on the Software or the Documentation, (2) make copies of the Software other than the copies indicated in item 7; (3) permit lease, rental, lending, re-sale, sub-licensing or any other unauthorised use or access to the Software or the Documentation by third parties; (4) disclose to any third party the results of the Software performance tests or any detailed comparisons of the Software with any products of the Licensee or third parties; (5) employ the Software or the Documentation to any purpose competitive to the Software or reproduce an essential part of its abilities. 3. GRANTING A LICENSE FOR SOFTWARE. Subject to observance by the Licensee of all the provisions of this License and after paying the License fee defined in the Agreement for the Software implementation by the Licensee, Pentacomp grants to the Licensee an inalienable and non-exclusive license for use of the Software in Poland in the field of use including: a) implementation and saving in the computer’s memory, reproduction, passing, storing displaying, using: b) Software installation and uninstallation; c) recording and also permanent and temporary multiplying in full or in part by means of any measures and in any form; d) translation, adjustment, changes in the layout or any other changes in the software (including the Software Source Code modification); e) Software and its copies sharing in full or in part by means of any measures and in any form including online via Internet and other teleinformatic webs however without the commercial rights to share Software and only for the internal Licensee’s needs. 4. GRANTING A LICENSE FOR DOCUMENTATION. Subject to observance by the Licensee of all the provisions of this License and after paying the License fee defined in the Agreement for the Software implementation by the Licensee, Pentacomp grants to the Licensee an inalienable and non-exclusive license for use of the Documentation in Poland in the field of use including: a) with respect to use involving fixation and reproduction of the works - production of copies of the works with a specific technique, including printing, reprography, magnetic recording and digital technique, b) with the respect to trading the original or copies on which the work is saved, lending the original or the copies for the internal Licensee’s needs. c) with the respect to distribute the work in a way different form the ones mentioned in point b) above – public work distribution in a way to enable access for everybody in a convenient place and time (especially online) for the internal Licensee’s needs. 5. TERM OF THE LICENSE. The license for the Software and Documentation is granted for an indefinite time. 6. USE OF SOFTWARE/DOCUMENTATION. The License allows the Software to be used by an unlimited number of Users. The License allows the use of Documentation for the internal needs of the Licensee. The Licenser shall deliver the Software Source Codes (covering all the comments and the installation manual) on the day of delivery of such Software for Acceptance Tests. 7. BACKUP COPIES The Licensee shall be entitled to make one backup copy (safety copy) of the Software, provided that: a) the Licensee agrees to store the copy which is not currently used in a location adequately secured against unauthorised access, which is controlled by the Licensee, b) the Licensee agrees, after making a backup copy, to mark the copy in a manner which enables its immediate identification. The Licensee agrees not to remove or change any trademarks pertaining to the property rights, including intellectual property or confidentiality signs attached to the Software or Software-related materials supplied to the License. 8. EXEMPTION FROM LIABILITY. Subject to the limitations under item 9, Pentacomp shall undertake defense at its own expense in the case of any claims, court suits or proceedings against the Licensee to the extent they apply to a claim based on the complaint that ordinary use of the Software and the Documentation obtained and used under this Agreement infringes any patent or copyright or a business secret of any third party (“Claims”). The Licensee: (1) shall promptly notify Pentacomp in writing of any Claim of this type; (2) shall provide Pentacomp with complete information and support in connection with such a Claim; (3) shall provide Pentacomp with an exclusive right to control the defense against such a Claim and an exclusive right to resolve or make settlement with respect to such a Claim; Pentacomp shall pay all damages, costs and expenses lawfully awarded to third parties from the Licensee in such proceedings, or agreed in a settlement by Pentacomp. If the Software or the Documentation is, or in Pentacomp’s opinion, may be considered infringing or abusing the aforesaid intellectual property rights, Pentacomp may, at its own discretion and expense, modify or replace such Software or such Documentation with software or documentation fulfilling the Licensee’s terms of functionalities, so as to avoid the infringement or abuse, or acquire the right to continue the use of the Software or the Documentation for the Licensee. 9. LIMITATIONS. Pentacomp shall not be liable or obliged to defend the Licensee against any claims for infringement to the extent such claims apply to the use of the Software or the Documentation beyond the scope of this License. 10. LICENSE TERMINATION. Pentacomp may withdraw the license given to the Licensee for the use of the Software/Documentation if the Licensee infringes the terms and conditions of this License. Upon termination of this License, the Licensee must promptly discontinue the use of the Software and the Documentation and return the Software and the Documentation to Pentacomp or, alternatively, remove from computers and destroy the recording media, copies and the Documentation and present to Pentacomp a written statement of destruction thereof. Return of the Software and the Documentation or presentation of the written statement of destruction thereof shall be made by the Licensee within 7 business days of expiry or termination of this License. 11. CONFIDENTIAL INFORMATION. The Parties shall make reasonable efforts to protect the secret and avoid disclosure and unauthorised use of the Confidential Information of the other Party (“Disclosing Party”). Unless this Agreement provides otherwise, a Party shall not disclose Confidential Information of the other Party to third parties (other than the Licensee’s employees or employees of the capital group of which the Licensee is a member, who are covered by the confidentiality obligation) or use the Confidential Information of the other Party for any purpose other than the object of the Agreement. The Confidential Information shall include information which: (1) at the time of its disclosure is known to the public or becomes known to the public at a later date in a way other than by infringement of this Agreement; (2) is provided to the Party (“Receiving Party”) by a third party which is not bound by confidentiality towards the Disclosing Party; (3) has been independently developed by the Receiving Party without relying on the Confidential Information of the Disclosing Party and with no reference thereto, which is proven by the records of the Receiving Party; or (4) which has to be disclosed by the Receiving Party due to legal requirements, provided that the latter shall notify the Disclosing Party about this requirement in writing, as soon as possible in the circumstances, and shall cooperate to a reasonable extent at the Disclosing Party’s reasonable expense so as to obtain a decision protecting the information against disclosure to the public. “Confidential Information” shall be information identified or otherwise defined as confidential and legally protected information at the time of its disclosure, or information which can be reasonably assumed to be legally protected or confidential by the person gaining access thereto. This License, the Software and the Documentation all constitute Confidential Information of Pentacomp. Provisions of this clause shall remain in force after termination of this License. 12. GOVERNING LAW The Agreement shall be governed by the laws of Poland. Provisions of the Civil Code and the Act on Copyrights and Related Rights of 4 February 1994 shall apply to the extent not provided for herein.. Licensee       Signature: Surname:       Date: Pentacomp:       Signature: Surname:       Date: Appendix 7 Changes Management Plan. The aim of the hereunder plan is to create and implement the rules enabling changes control in the range of: the Object of the Agreement realization, its Framework Schedule, costs, approved quality level and accepted Agreement products. The aims of the Changes Management Plan are as follows: • Preparing standards, policies and procedures for changes made in the project; • Coordination of activities connected with the notified changes processing; • Changes effective managing and coordination; • Tracking changes influence on the project completion date; • Deviations and discrepancies between the actual project performance and the presumed plans elimination or reducing; • Approved project plans and accepted products management. The aim of the Changes Management is to control claims, limitation or modification in the Agreement plans to be able to sustain consistency of the project documentation and the Agreement Products. Changes shall be taken into account during the Agreement realization only after proper documentation and approval. The only changes that shall be realized are those which have been approved in accordance with the rules described in presented document. 1. Change definition The change regulated by the rules covered in presented Changes Management Plan is as follows: 1) Change in the range the Agreement functional demands, realisation conditions, time frames or the budget in relation to the conditions specified in the Agreement. 2) Change in the already accepted products in the previous Agreement stages 3) Change in the basic assumptions for hardware, software, applications, data bases, files, data tables or their configurations. 2. Roles in the changes control process The persons who are entitled to the right to notify the change are the Parties Project Managers. The decisions about suggested changes implementation are made by the Contracting Party’s Project Manager and the Contractor’s Project Manager. 3. Change Control Procedure A. Change Control Procedure (PKZ) is conducted in stages as follows: 1. Identifying and documenting the necessity for the change. 2. Change Notification Registration. 3. Analysis of the postulated change influence on the Agreement and possible options (including its omission) 4. Change Notification Classification. 5. Decision on Change Notification acceptance, postponing or denial. 6. Decision registration and communication. 7. Accepted Change Notifications review and prioritisation. 8. Appropriate project documentation upgrade. 9. Planning and resources appointing for the change implementation. 10. The change implementation. B. Operation Mode: 1. Each Party is entitled to put forward a Request for Change at any time. 2. A Request for Change should be presented to the Project Manager representing the other Party as a fulfilled Request for Change Form; the forms shall be agreed on by the Project Management. All the accepted Changes shall be registered by the Contractor’s Project Manager (or the person appointed for that) in the Changes Registry. The signed Change Notification document has to contain a specified person responsible for further Change realization as well as the realization term and ways. 3. Changes reported in the Change Notification shall become binding no sooner than the written agreement is signed by the Parties (‘Changes Request’) specifying the contract terms changes, especially concerning the works range, remuneration and the. Before the Change Request is signed Pentacomp is entitled and obliged to realize the tasks based on present contract terms. 4. If the Contracting Party putting the Change Notification forward, within 10 (ten) Working Days after receiving it the Contractor shall prepare information about the prospective change, supplement or extension’s influence on the present contract terms. If the Change Notification is put forward by Pentacomp, it is accompanied with the specification of all the contract terms changes necessary for that change implementation. 5. Within 10 (ten) Working Days after receiving Pentacomp’s Change Notification (containing information mentioned in point 4 above), the Contracting Party shall make a decision if the requested change is to be implemented or not and shall inform The Contractor’s Project Manager about it. 6. The Contractor is not entitled to deny any change implementation without an important deny justification. In special cases, it is presumed that Pentacomp has a vital deny justification if according to the Contractor the implemented changes could potentially jeopardise the Agreement realization or the resources necessary for the change implementation are not in Pentacomp’s free disposition or their obtaining would be impossible without significant expenses or it would constitute a contradiction to Pentacomp’s intangible property rights. 7. The Contracting Party is not entitled to deny any change implementation without an important deny justification. If the Contracting Party denies the change implementation contrary to Pentacomp’s suggestions, the Contracting Party shall be individually responsible for any negative results of not implementing the requested change specified in the Change Notification. 8. Pentacomp shall inform the Contracting Party about the requested or suggested changes expenses in connection with the specific Changes Notification and their influence on the schedule, according to justified assumptions resulting from the changes analysis. Pentacomp shall receive remuneration for any additional expenses and inevitable downtime periods resulting from the Notification analysis, according to the approved rate for one man-hour. The schedule shall be corrected appropriately. If the Contracting Party denies to pay the abovementioned remuneration or the schedule change, Pentacomp shall not be obliged to analyse, document or implement the Change Notification.   Appendix 8 Contractor’s Information Clause. Information about the processing of personal data. Data Controller Data Controller is Pentacomp Systemy Informatyczne S.A company with the registered office in Warsaw, Aleje Jerozolimskie 179 (Level +5) (hereinafter referred to as: „Pentacomp”). Contact details You can contact with Data Controller on written: Pentacomp Systemy Informatyczne S.A. company with the registered office in Warsaw, address: Aleje Jerozolimskie 179 (lok. Level +5), 02-222 Warsaw. Data Controller has Data Protection Officer. You can contact with Data Protection Officer by email: iod@pentacomp.pl or written on address: Pentacomp Systemy Informatyczne joint-stock company with the registered office in Warsaw, address: Aleje Jerozolimskie 179 (Level +5), 02-222 Warsaw. You can contact with data Controller if you have cases connecting with the processing of personal data. Purposes of the processing and legal basis Your personal data will be processed on contact purposes, including those related to the performance of the Agreement of ______ 2020 in connection with the cooperation with____ , i.e. the entity on behalf of which you appear or with whom you cooperate. Basic processing of your personal data is a legal interest which is the ability to perform the contract concluded between these entities. Pentacomp guesses that it is necessary to preventing fraud and economic crimes, ensuring the security of the IT environment, application of internal compliance supervision processes. Processing does not include automated decision making, including profiling Category of personal data Pentacomp will be processing the category of your personal data: name, surname, contact details in the scope provided to the entity on behalf of which you act. Data Recipients Your personal data can be share for other data recipients (also the entity which processing data for order of Pentacomp (for example advisor, expert, auditor). This kind of entity processing personal data on the basis of the Agreement signed with Data Controller, only as directed by Data Controller. Your personal data doesn’t give to third countries. Details about recipients are available on website: www.pentacomp.pl Data retention period Your personal data will be retention until the fulfillment of the legitimate interests of Pentacomp constituting the basis for this processing, in particular related to the statute of limitations of any extra-contractual claims from the contract concluded between Pentacomp and the entity on behalf of which you are acting. Person’s rights which data are processing You have the right to access your data and the right to request rectification, deletion or limitation of their processing. At your request, the Data Controller will provide a copy of the personal data subject to processing, and for any subsequent copies you request, the Data Controller may charge a fee in the amount resulting from the cost of Pentacomp. To the extent that the basis for the processing of your personal data is the premise of the legitimate interest of the administrator, you have the right to object to the processing of your personal data. Also, you have the right to complain to the supervisory authority who deals with protecting personal data. In order to use their rights, you have to contact the Data Controller or Data Protection Officer. The contact details are listed above. Source the personal data originate Your personal data were shared Pentacomp by you or entity in which you are acting.