Contract for Services s2

CONTRACT FOR SERVICES

Tallinn “...... ” ......

Ministry of Economic Affairs and Communications, registry code 70003158, registered address Harju 11, Tallinn 15072, represented on the basis of the statutes by Secretary General Merike Saks (hereinafter referred to as Customer), and

XXX, registry code…., registered address…, a/c No. …. with ….. bank), represented by the …. (hereinafter referred to as Contractor), hereinafter also jointly referred to as Parties and separately as Party, have hereby made the following contract for services (hereinafter: Contract):

1. General provisions 1.1. The objective of the Contract is to regulate the relationships, rights, obligations and liability of the Parties in the performance by the Contractor of the work which is the object of this Contract. 1.2. In the regulation of mutual relationships, the Parties shall be guided by this Contract, and in the issues not regulated with this Contract by the legislation effective in the Republic of Estonia. 1.3. The Contract is hereby concluded as a result of a simplified public procurement tendering procedure (under § 19 of the Public Procurement Act) for “International teaching sessions on the impacts of Estonian information society”, (code of the object of public procurement) and in accordance with the public procurement documentation and the tender of the Contractor, which was declared successful. 1.4. Representatives of the Parties hereby confirm that they have full and adequate authorisation for the conclusion of this Contract in the name of the person represented and that there are no obstacles they are aware of for the fulfilment of their obligations provided in this Contract. 1.5. It is expected that the Contractor provides the service and performs the obligations set out in the contract personally. Contractor does not have the right to grant contractual rights or obligations to any third party without the consent of the Customer. 1.6. Representative of the Contractor hereby confirms that the Contractor has adequate technical competence and resources for the professional fulfilment of the Contract according to the requirements. 1.7. The Contract documentation consists of this Contract, annexes to this Contract and any amendments to the Contract that may be agreed upon after signing this Contract. 1.8. This Contract is hereby signed with the following annexes: 1.8.1. Annex 1 – Description of the Work 1.8.2. Annex 2 – The Tender that includes among other: description of the Work deliverables, list of the research topics, and delivery and payment schedule.

2. Object of the Contract and due date for the completion of Work 2.1. The object of this Contract is research on Estonian information society issues and teaching sessions for Estonian students on the same issues at least twice a year (hereinafter referred to as Work). The description of the Work has been specified in Annex 1. 2

2.2. The Contractor shall perform the Work specified in Article 2.1 and shall deliver the Work and teaching sessions to the Customer according to a mutually agreed timetable that the Contractor presents as part of the tender. The Contractor shall provide the Customer with three quarterly and an annual report in each year of the Contract which detail the Work done under the Contract and itemise specific deliverables. 2.3. The Contract shall run for the period of four years from the signing of the Contract, unless clause 11.5 applies.

3. Rights and obligations of the Customer 3.1. The Customer shall have the right: 3.1.1. to require from the Contractor high-quality and timely performance and delivery of the Work according to the terms and conditions of the Contract; 3.1.2. to check the progress of the Work and request information from the Contractor on the performance of the Work. 3.2. The Customer shall be obliged: 3.2.1. to create the necessary conditions for the Contractor for the performance of the Work, and to present or arrange access for the Contractor to the data and information required for the performance of the Work (including data required by the European Social Fund regulations). Any data necessary for the research set in Annex 1 should be acquired by the Contractor. Customer’s contact person to give guidance, share relevant information, and check the quality of the Work is Karoliina Raudsepp, [email protected]; 3.2.2. to accept and review the Work presented by the Contractor and, in the case of non- conformity of the Work with the terms and conditions of the Contract, to send to the Contractor the respective written notice within the term specified in Article 6.3, setting the due date for the removal of the shortcomings; 3.2.3. to approve the Work presented by the Contractor if the Work has been performed according to the requirements and conforms to the description presented in the Annex 2 of the Contract; 3.2.4. to pay for the Work to the Contractor according to the terms and conditions provided in the Annex 2 to the Contract.

4. Rights and obligations of the Contractor 4.1. The Contractor shall have the right: 4.1.1. to require from the Customer the creation of the necessary conditions for the performance of the Work, and presentation or arrangement of access to the data and information required for the performance of the Work. Any data necessary for the research set in Annex 1 should be acquired by the Contractor; 4.1.2. to use its work methods and equipment for the performance of the Work; 4.1.3. to request from the Customer the removal of illegitimate obstacles from the performance of the Work; 4.1.4. to receive the payment provided in Article 6 for the Work performed according to the requirements and approved by the Customer. 4.2. The Contractor shall be obliged: 4.2.1. to perform the Work professionally and at high quality and in accordance with the description of the Work in Annex 1 and Annex 2; and to deliver the Work to the Customer

or to the person indicated by the Customer in Article 3.2.1 by the due dates and according to the procedure specified in the Contract; 4.2.2. to perform the Work following the requirements established in the Contract and in the legislation and to ensure fulfilment of the obligations arising from the Contract in accordance with good practice; 4.2.3. to perform the Work personally or to involve third persons in the performance of the Work with the consent of the Customer; 4.2.4. to allow the Customer to check the progress of the Work and to present information at the request of the Customer on the performance of the Work; 4.2.5. to notify the Customer immediately of any delays in the performance of the Work, also to notify the Customer of any other circumstances that may have an impact on or impede the fulfilment of the obligations or exercising of rights provided in the Contract; 4.2.6. in the case of non-conformity of the Work to the terms and conditions of the Contract to remove any shortcomings in the Work at the request of the Customer or to present a new Work which conforms to the terms and conditions of the Contract by the due date indicated by the Customer; 4.2.7. to acquire any data necessary for the scientific research and teaching sessions. The Contractor recognises that the Customer is under no obligation to provide data to the Contractor for conducting the scientific research; 4.2.8. to keep the data and information acquired in the course of performance of the Work fully confidential before third persons. 4.2.9. to collect any information required by the Customer in accordance with European Social Fund regulations.

5. Intellectual Property 5.1. Intellectual Property arising from the conduct of the Contract (the “Arising Intellectual Property”) shall be the property of the Contractor. The Contractor and those working on behalf of the Contractor shall have the irrevocable right to use the Arising Intellectual Property for Academic and Research purposes. 5.2. The Contractor grants the Customer a non-exclusive license to use the Arising Intellectual Property for any purpose, except for commercial use where such commercial use results in a direct profit to the Customer. If the Customer wishes to use the Arising Intellectual Property for commercial purposes, the Parties agree to enter good faith negotiations to agree on a license Contract that provides fair and adequate financial compensation to the Contractor.

6. Delivery and acceptance of the Work and approval of the Work 6.1. The Contractor shall present the Work by the due date indicated in Annex 2 together with delivery and acceptance reports executed in writing and signed by both Parties. 6.2. The Customer shall review the Work and send to the Contractor a written notice on the approval or disapproval of the Work within 15 working days from the date of signing the report on delivery and acceptance of the Work. If the above-mentioned written notice is not sent within the term specified, the Work shall be deemed as approved by the Customer. 6.3. If the Work does not conform to the terms and conditions of this Contract, the Customer shall indicate the specific shortcomings of the Work and give a 14 working days term for their removal or for the performance of a new Work which conforms to the terms and conditions of the Contract.

7. Amount of the payment, due dates and procedure for payments 7.1. The price of the Contract is …… euros excluding VAT. The Customer will contribute towards the activities set out in Annex 2 to a value equivalent to no more than …… excluding VAT per annum. 7.2. The Customer shall pay for the Work performed after the approval of the Work within 30 days from the reception of the invoice presented by the Contractor. 7.3. For Work conducted, the Contractor will issue the invoice in accordance with agreed delivery and payment schedule. 7.4. In case there is a delay in delivering the Work results agreed in delivery and payment schedule, the obligation to pay for the deliverables will also be delayed accordingly.

8. Liability 8.1. A Party which has violated the Contract shall have to compensate the related damage to the other Party. 8.2. If the Work does not conform to the requirements agreed upon in the Contract, the Contractor shall be liable for the violation of the Contract. 8.3. If the Contractor violates any obligations arising from the Contract, the Customer shall have the right to request the removal of the violations by setting a reasonable deadline to the Contractor for the removal of the violation. 8.4. If the Customer fails to make any payment due to the Contractor under this Contract then, without prejudice to the Contractor’s other rights and remedies consequent upon breach of this Contract, the Contractor may charge interest on the balance outstanding, accruing from day to day at the rate of zero point one per cent (0.1%) per annum. 8.5. Payment of the fines for delay and forfeits specified in the Contract shall not relieve the Parties from the fulfilment of other obligations arising from the legislation and from this Contract.

9. Force Majeure 9.1. The Parties shall be liable for the violation of their obligations except if the violation was justifiable. Violation of an obligation is justifiable if it was caused by circumstances which were unforeseeable or not under the control of the Party (force majeure). Impeding circumstances which were not under the control of a Party or which the Party could not reasonably have been expected to take into account or prevent or overcome or to overcome their consequences at the time of signing this Contract are regarded as force majeure. 9.2. In the case of occurrence of a force majeure, the terms specified in the Contract shall be extended by the period during which the factors of a force majeure shall keep it from the fulfilment of the Contract. 9.3. The Party which violates the Contract due to the circumstances of a force majeure shall have to notify the other Party of the circumstances of the force majeure and their effect immediately after the Party became aware of the circumstances of a force majeure. A Party shall be obliged to take measures as much as possible for the prevention of the damage caused by the circumstances of a force majeure or its consequences or for the reduction of their impact. The Party shall be obliged to continue the fulfilment of its contractual obligations as soon as the circumstances of a force majeure have been removed.

10. Exchange of information 10.1. The Parties shall be obliged to inform each other of any circumstances which may have an effect on or impede the fulfilment of obligations or exercising of rights specified in the Contract. 10.2. Any notices and information related to the fulfilment of the Contract or arising from the Contract shall be deemed as presented formally and according to the Contract if these notices have been sent to the Party in writing (using reproducible means, e.g. registered letter, e-mail) 10.3. Requests for termination of the Contract by the Parties, also claims of one Party to the other due to a violation of the Contract shall have to be in writing above all. An informative message can also be given over the phone. 10.4. A Party shall inform the other Party of any changes in the information presented in the Contract within 2 (two) working days from the date of making the changes.

11. Validity, amendment and termination of the Contract 11.1.This Contract shall take effect from the moment of signing the Contract and annexes to the Contract by both Parties and shall remain in effect until the due fulfilment of the obligations by the Parties. 11.2.The Parties shall have the right to agree on amendment of the Contract only in case the amendment is due to objective circumstances which could not be anticipated by the Parties during the award of the Contract and in case of leaving the Contract unchanged, the achievement of the objective set with the Contract would be fully or in material part set at risk. 11.3.This Contract may be terminated by either Party: 11.3.1. for any material or persistent breach of the obligations set out in this Contract, by giving ninety (90) days written notice to the other Party of its intention to terminate. The notice shall include a detailed statement describing the nature of the breach. If the breach is capable of being remedied and is remedied within the ninety-day notice period, then the termination shall not take effect. If the breach is of a nature such that it can be fully remedied but not within the ninety day notice period, then termination shall also not be effective if the Party involved begins to remedy the breach within that period, and then continues diligently to remedy the breach until it is remedied fully. If the breach is incapable of remedy, then the termination shall take effect at the end of the ninety-day notice period in any event; 11.3.2. with immediate effect by giving notice to the other Party, if the other Party becomes insolvent, or if an order is made or a resolution is passed for its winding up (except voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator, administrative receiver or receiver is appointed over the whole or any part of the other Party’s assets, or if the other Party makes any arrangement with its creditors. 11.4.A breach of contract is among other things a failure to fulfil the duties under the terms of the Contract, including a failure in payments, not complying with the EU Social Fund regulations, failing to submit annual reports, not producing the deliverables agreed in Annex 2, and not complying by deadlines. 11.5.This Contract may be terminated by either Party at the point of 12 months after signing irrespective of the remainder of this clause and regardless of any reason by giving ninety (90) days written notice to the other Party of its intention to terminate. If neither Party expresses a wish to terminate at this point, the Contract will continue to be in force.

12. Settlement of disputes 12.1.Any disputes arising from the fulfilment, amendment, termination of the Contract or from bearing the respective liability shall be settled by way of negotiations. 12.2.If no compromise is reached as a result of the negotiations, the dispute shall be settled according to the procedure provided in the legislation at the court of law of the jurisdiction of the Customer. Legislation of the Republic of Estonia shall apply to the content of this Contract. 12.3.The Contract shall be interpreted proceeding from the joint actual intentions of the Parties even if it deviates from the customary meaning of the words. If the joint actual intentions of the Parties cannot be determined, the Contract shall be interpreted in such a manner as a reasonable person similar to the other Party should have understood the Contract in similar circumstances. 12.4.A provision of the Contract shall be interpreted in combination with other provisions of the Contract by assigning each of them a meaning proceeding from the meaning of the Contract as a whole.

13. Other provisions 13.1.Neither Party can assign to third persons any rights or obligations arising from this Contract without the consent of the other Party. 13.2.The Contract has been drawn up in two originals legally equal in power, one for each Party.

14. Confidentiality and publication procedure 14.1.For the purpose of this clause, “Confidential Information” means all and any specifications, drawings, circuit diagrams, tapes, discs, digital devices, mobile phones and other computer- readable media, documents, information, techniques and know-how which are disclosed by one Party to the other in connection with the Project and marked or labelled “Proprietary”, “Confidential” or “Sensitive” by the disclosing Party at the time of disclosure.

14.2.The Parties acknowledge that in the performance of this Contract each may have access to Confidential Information of the other. 14.3.Each Party will use all reasonable endeavours not to disclose to any third Party any Confidential Information. However, it does not extend to the disclosure of information to auditors, lawyers and banks of each Party, and in cases where Parties have legal obligation to disclose the information. 14.4.Neither Party shall incur any obligation with respect to information which: 14.4.1. is known to the receiving Party before its receipt, and not impressed already with any obligation of confidentiality to the disclosing Party; or 14.4.2. is or becomes publicly known without any breach of this Contract or of any other obligation to keep it confidential; or 14.4.3. is obtained by the receiving Party from a third Party in circumstances where the receiving Party has no reason to believe that there has been a breach of an obligation of confidentiality owed to the disclosing Party; or 14.4.4. is independently developed by the receiving Party; or 14.4.5. is approved for release in writing by an authorised representative of the disclosing Party; or 14.4.6. the receiving Party is required to disclose by law or regulation or by order of a competent authority (including any regulatory or governmental body or securities exchange); provided that, where practicable, the disclosing Party is given reasonable advance notice of the intended disclosure and provided that the relaxation of the obligation of confidentiality shall only last for as long as necessary to comply with the relevant law, regulation or order and shall apply solely for the purposes of such compliance. 14.5.The Customer expects the Contractor to comply with domestic legislation in regard to information disclosure. 14.6.Any information received on the basis of this Contract is confidential and shall not be disclosed to third persons. Disclosure of any confidential information related to this Contract to third persons shall only be allowed with a prior written consent of the other Party. 14.7.The confidentiality requirement provided in this Contract shall not apply to the results of the Work set out in Annex 2, and to the disclosure of the information to the auditors, lawyers and banks of the Party and to the cases when the Party is obliged to disclose information proceeding from the legislation. The Contractor is aware of the public nature of the Contract except the parts which have been designated for internal use on the grounds arising from the Public Information Act. 14.8.All publications, public events and other work commissioned by the Customer and published or organized by the Contractor which incorporate results from the Work shall contain the following statement: “This publication is funded by the Government of Estonia and the European Union Social Fund.” 14.9.All publications which have been commissioned by the Customer and all events organised by the Contractor will display the European Social Fund logos as set out by legislation: http://www.struktuurifondid.ee/kujundusfailid-inglise-keeles/. This logo has to appear on all Work that the Customer will be billed for.

15. Authorised representatives of the Parties 15.1.The authorised representative of the Customer in the fulfilment and verification and acceptance of the terms and conditions of this Contract is Karoliina Radusepp tel: +372 639 7686, e-mail address: [email protected]

15.2.The authorised representative of the Contractor in the fulfilment and verification of the terms and conditions of this Contract is ….., tel.: ..., fax: ….., e-mail address: ….. 15.3.The authorised representative of the Customer shall have the right to represent the Customer in all issues related to the Contract, except issues related to the amendment of the Contract (above all increasing the volume of the Contract, significant changes in the object and/or due date of the Contract), unilateral termination of a Contract with a definite term and presentation of a claim for forfeit, fine for delay and/or damages. 15.4.If the Contractor or Customer replaces its representative with another person, it will inform the other Party immediately of the fact in writing.

Signatures of the Parties:

Customer: Contractor:

Ministry of Economic Affairs and Communications

Merike Saks Secretary General

ANNEX 1 – DESCRIPTION OF THE WORK

1. Teaching sessions The Customer wishes to procure during the course of the contract a 2-day teaching session each academic semester for at least 150 students from non-IT fields (particularly social sciences and other e- governance related fields from undergraduate, postgraduate and PhD levels) from Estonia. The contents of the sessions must be based on the research topics listed in Section 2 of this Annex. The sessions must be held in Estonia in conjunction with local academic institutions and universities.

Inter alia, after the course the student: 1. Possesses a wide understanding of the e-state and information society workings in an international context; 2. Understands the political and legal setups necessary for the e-state and information society; 3. Comprehends the connection between information society and his or her own speciality; 4. Is able to analyse the impact of Estonian e-state services and technologies in relevant research publications in their own field; 5. Understands the comparative advantage they would possess if they combined their speciality with an understanding of Estonian information society; 6. Is able to market their skills and to consult different institutions on the development of e-state and information society development both in Estonia and internationally.

2. The List of Research topics procured

Parties agree that the following research topics and any other mutually agreed themes will be used as a basis for teaching sessions that are delivered to Estonian students. These sessions have to be based on cutting-edge research and therefore utmost attention to scholarly excellence is expected. The Parties have agreed that researchers and students will examine the following questions, inter alia:

1. What are the opportunities and obstacles to a widespread adoption of technology in modern societies and what are the possible advantages and benefits to governance and citizen inclusion? 2. What are the political and cultural preconditions of successful e-government systems as revealed by e-voting experiments? 3. What are the opportunities for innovation in the field of e-health in Europe based on the Estonian experience? 4. What possible advantages might “data embassies” provide for state continuity during military conflicts? 5. What are the mechanisms for the management of international cyber crises and conflicts based on the Estonian experience?

3. The research papers procured Contractor will be expected, at a minimum, to: 1. Hold 2 academic teaching sessions per academic year for at least 150 Estonian students in Estonia, the content of which has to be based on cutting-edge research as described in Section 1 of this Annex. These sessions have to be held in conjunction with Estonian universities or academic institutions. 2. Write 3 Working Papers per year on topics agreed between the Parties set in Annex 2. Working Papers will be finished research products that examine a question of academic and political importance in a succinct and readable manner and that provide practical prescriptions for action. 3. Prepare 2 substantial research papers per year (except for the Contract first year, in which only 1 research paper will be prepared) on topics agreed between the Parties set in Annex 2 and submit these to top level academic journals and / or publish the papers online via the Contractor’s web pages. Research papers will be finished scholarly works of considerable length and depth that apply theoretical concepts and synthesise new knowledge to clarify, model, or explain a question of academic and political importance. 4. Write one book if the Contract is funded for 4 consecutive years and not terminated prematurely. The book will be a collaborative scholarly work by researchers and experts. The book will examine various but related questions in a comprehensive and coherent manner under the guidance of an Editor or Editors. 5. Put up a website with published results and a public data repository. 6. Provide the Customer 3 Quarterly work reports and 1 Annual narrative report per year. Quarterly work reports will provide a basic overview of the Contract research costs, activities, and outcomes. The Annual narrative report will describe the same in greater detail and in a manner that explains linkages between the quarterly research activities and outcomes.

ANNEX 3 – THE TENDER DOCUMENTS