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AMBER Sensitive information with limited disclosure.

SASS-C SUITE USER LICENSE AGREEMENT

between

EUROCONTROL, acting as the Network Manager1 having its headquarters at Rue de la Fusée 96, 1130 Brussels, Belgium, represented by its Director General Mr Eamonn BRENNAN, represented in turn by the Director Network Management, Mr Iacopo PRISSINOTTI; hereinafter referred to as “EUROCONTROL”

and

; hereinafter referred to as “[LICENSEE]",

ARTICLE 1 – SCOPE 1.1 EUROCONTROL hereby grants to [LICENSEE] and the latter hereby accepts, subject to all of the terms and conditions of this licence agreement (“Agreement”), a non-exclusive, non- transferable, non-assignable, limited, object code license to use SASS-C Version for the duration of this license as specified under Article 12 hereunder for [LICENSEE]’s own and non-commercial purposes. 1.2 SASS-C COTS hardware and software which do not form part of SASS-C are not covered by this Agreement, unless explicitly stated. Information on SASS-C COTS hardware and software baselines is available with the SASS-C project.

1 The European Organisation for the Safety of Air Navigation acting as the Network Manager as per European Commission Decision of 7 July 2011 (C (2011) 4130) on the nomination of the Network Manager for the air traffic management (ATM) network functions of the single European sky.

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ARTICLE 2 - DEFINITIONS For the purposes of this Agreement means the initial fee to be paid to gain access to Baseline and Acquisition Fee Patches of any version of any SASS-C function Agreement means the present SASS-C Suite Licence Agreement ATM means Air Traffic Management CCB means Configuration Control Board COTS mean Commercial Off The Shelf CP means Change Proposal means the download/upload website of the SACMAS where patches iSACMAS reside for download means the yearly fee to be paid to gain access to Baseline and Maintenance Fee Patches of any version of any SASS-C function NEMSO means Non EUROCONTROL Member State Organisation means EUROCONTROL nominated by the European Commission as Network Manager the Network Manager for the air traffic management (ATM) network functions of the single European sky. Parties means EUROCONTROL and [LICENSEE] means a set of executables that fixes a single or multiple identified Patch software fault, that brings a single or multiple software enhancements SACMAS means SASS-C Maintenance And Support means the tracking database where SACMAS records issues and SACMAS database requests for improvements related to SASS-C SASS-C means Surveillance Analysis Support System for ATC Centre SC-CCB means SASS-C Configuration Control Board SC-UG means SASS-C Users Group TR means Trouble Report

ARTICLE 3 – TERMS AND CONDITIONS 3.1 All documentation and material to be publicly released by [LICENSEE] in connection with SASS-C and/or outputs of SASS-C shall bear a legend2 identifying EUROCONTROL as the owner of SASS-C. 3.2 EUROCONTROL reserves the right to review in advance all documents to be publicly released bearing this notice and to disapprove of the distribution and/or use of the same if it considers that they affect EUROCONTROL’s interests adversely. 3.3 [LICENSEE] shall not: a) disassemble, decompile and/or reverse-engineer SASS-C or parts thereof, or permit any third party to do so; b) under any circumstance use any part of SASS-C for the purpose of creating any rival/competitive product to SASS-C, or permit any third party to do so, or

2 The following legend shall appear in full on any product, material or website which contains SASS-C and/or which makes reference to SASS-C: “This product/material has been created by and/or contains software parts which have been created and made available by EUROCONTROL. ©2019 All rights reserved”.

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c) under any circumstance distribute or sub-license, free of charge or not, the SASS-C software, or permit any third party to do so. 3.4 [LICENSEE] shall nominate a maximum of two (2) persons who will be granted the access to the SASS-C Web Services immediately after the entry into force of this Agreement. 3.5 [LICENSEE] shall immediately inform EUROCONTROL of a change in those persons. 3.6 EUROCONTROL shall be kept fully informed, by means of a yearly report, on the use made (functionality used, purpose of use, frequency/intensity of use, hardware/software configurations used, and surveillance configuration), experience encountered with SASS-C and list of users including the nominated persons under paragraph 3.4 above.

ARTICLE 4 – LICENCE FEE - PAYMENT 4.1 [LICENSEE] shall pay an Acquisition Fee of 36,500 EUR (thirty-six thousand five hundred euro) / 71,800 EUR (seventy-one thousand eight hundred euro) to EUROCONTROL prior to SASS-C being made available. This fee covers a one year free access for [LICENSEE] to patches and/or new releases of SASS-C. 4.2 [LICENSEE] shall pay a yearly Maintenance Fee of 10,700 EUR (ten thousand seven hundred euro) / 13,600 EUR (thirteen thousand six hundred euro) to EUROCONTROL prior to be granted access to patches and/or new releases of SASS-C. 4.3 In case the payment of the Maintenance Fee is disrupted by one or more years, [LICENSEE] shall pay all outstanding Maintenance Fees or a full Acquisition Fee as defined in Article 4.1 above to re-gain access to Patches and new releases of SASS-C. 4.4 The invoice/s for the fee(s) referred to in paragraphs 4.1 and 4.2 above shall be issued to [LICENSEE] by EUROCONTROL, and payment shall be made to EUROCONTROL within thirty (30) calendar days of the date of the invoice to the bank and on the account stated on the invoice. 4.5 Any delay in the payment of the amounts due under this Agreement shall give rise to the payment of interest on arrears calculated on the basis Decision by the EUROCONTROL enlarged Commission relating to the rate of interest on late payments of route charges for the year in which the interest accrues. Each day’s delay beyond the above-mentioned period shall be calculated as 1/360 of a year.

ARTICLE 5 – DELIVERY OF SASS-C The SASS-C software and documentation will be available to [LICENSEE] via iSACMAS, the SACMAS download/upload website.

ARTICLE 6 – SUPPORT SERVICES No Support Services shall be provided to [LICENSEE] under this Agreement.

ARTICLE 7 IMPROVEMENT, MODIFICATION AND FURTHER DEVELOPMENT [LICENSEE] is granted access to any improvement, modification and/or further development made, to any components of SASS-C by EUROCONTROL subject to the payment of the fees as stated in Article 4 above.

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ARTICLE 8 – WARRANTY – LIABILITY 8.1 SASS-C is provided on a strictly “as-is” basis and EUROCONTROL provides no express or implied warranty of any kind. 8.2 While SASS-C has not been certified, it is actively maintained in response to user feedback and its development and maintenance process follows strict quality procedures, therefore EUROCONTROL maintains that SASS-C is suitable for its intended purpose i.e. Surveillance Infrastructure Performance Analysis. 8.3 In an operational environment, performance and operation of SASS-C is highly dependent on the quality of the input surveillance data, but also on configuration and exploitation by [LICENSEE]. 8.4 Some modules of SASS-C may be based on third party software and no such party warrants the modules, assumes any liability regarding the use of the modules or undertakes to furnish any support or information relating to the modules. 8.5 SASS-C shall therefore only be considered as a software system to help verify, predict or simulate Surveillance Sensor or Tracker Performance at any moment in its life cycle and SASS-C shall not be used as the sole means for safety critical decisions or system acceptance. [LICENSEE] shall accept full responsibility in connection with any safety critical decisions or system acceptance and EUROCONTROL expressly declines any responsibility in connection with such safety critical decisions or system acceptance. 8.6 EUROCONTROL warrants that it has all relevant rights to make SASS-C available in the framework of this Agreement and that, to the best of its knowledge, no proprietary rights of third parties are infringed. It is emphasised, however, that SASS-C may be used by [LICENSEE] only within the limits set out in this Agreement. 8.7 [LICENSEE] shall indemnify, defend and hold EUROCONTROL harmless against any and all liabilities or claims which may be suffered by EUROCONTROL arising out of or in connection with the use of SASS-C by [LICENSEE].

ARTICLE 9 – INTELLECTUAL PROPERTY RIGHTS – CONFIDENTIALITY 9.1 All right, title and interest in and to SASS-C, as well as all intellectual property rights embodied therein shall at all times remain with EUROCONTROL and/or as may be the case, third parties. 9.2 SASS-C contains confidential or proprietary information of EUROCONTROL (“Confidential Information”) and [LICENSEE] shall not disclose or make available any portion of SASS-C (object code or documentation) to any person except to those of [LICENSEE] employees or contractors for whom access is strictly necessary due to their direct participation in the performance of [LICENSEE] duties or the exercise of [LICENSEE] rights under this Agreement for a period starting on the date of entry into force of this Agreement and ending five (5) years after the expiration or termination of this Agreement. 9.3 [LICENSEE] shall ensure that, before disclosure of the Confidential Information, any person to which Confidential Information is disclosed shall be advised of and shall comply with [LICENSEE] obligations of confidentiality under this Agreement as if such person was a Party to the Agreement. The standard of care [LICENSEE] must exercise to meet these obligations is the standard it exercises with respect to its own confidential information of a similar nature, but in no event less than due care.

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9.4 The obligations of paragraphs 9.3 and 9.4 above do not apply to information: a) which is already, or subsequently becomes, generally available by means other than the faults of, or breach of this Agreement by [LICENSEE]; b) which [LICENSEE] can demonstrate they rightfully had in their possession prior to disclosure to [LICENSEE] by EUROCONTROL; c) which [LICENSEE] independently develops without the use of the confidential information, or any part thereof; or d) where [LICENSEE] has rightfully obtained from a third party the right to transfer or disclose the confidential information.

ARTICLE 10 – NOTICES All notices and requests required or authorised hereunder, shall be given in writing. The points of contact of the Parties which may be changed by notice given in accordance with this Article are the following: For [LICENSEE]:

Att: Telephone: + Telefax: + Email:

For EUROCONTROL: EUROCONTROL EUROCONTROL Rue de la Fusée 96 Rue de la Fusée 96 BE-1130 Bruxelles (Belgium) BE-1130 Bruxelles (Belgium) Licensing issues: Technical issues : NMD/SAF/USR NMD/INF/CNS Att. : Mr B. von Erlach Att.: Mr E. Voet Telephone: +32 2 729 34 74 Telephone: +32 2 729 3206 Email: [email protected] Email: [email protected]

ARTICLE 11 – PROCESSING OF PERSONAL DATA 11.1. EUROCONTROL processes the personal data on behalf of the users for the sole purpose of informing them of any new version of SASS-C and/or related services and in accordance with the EUROCONTROL Regulation on Personal Data Protection3.

3 -the EUROCONTROL Regulation on Personal Data Protection (see Regulation https://www.eurocontrol.int/sites/default/files/2020- 06/summary-implementing-rule-eurocontrol-regulation-personal-data-protection.pdf, and -the Implementing Rules https://www.eurocontrol.int/sites/default/files/2020-06/implementing-rule-eurocontrol-regulation-personal-data- protection.pdf

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11.2. [LICENSEE] processes personal data it collects or receives from EUROCONTROL, for the sole purpose of using SASS-C and/or related services and in accordance with at least the same standards and principles as the data protection laws applicable to [LICENSEE]. [LICENSEE] shall verify and keep accurate the personal data it submits for inclusion in the SASS-C user list. 11.3. To protect the Personal Data exchanged under this Agreement, the Parties have implemented organisational, technical and physical measures, which are kept up to date in accordance with generally accepted standards.

ARTICLE 12 – LUCIAD SOFTWARE 12.1 Commercial off-the-shelf software of Luciad NV (“Luciad Software”) is necessary in order to run SASS-C. 12.2 EUROCONTROL is allowed and herewith grants to [LICENSEE] the right to use SASS-C incorporating Luciad Software as an end user system ("Right to Use"). 12.3 Under terms agreed with Luciad, EUROCONTROL may distribute to SASS-C users of [LICENSEE] EUROCONTROL-acquired Right to Use, on a non-exclusive, non-transferable, non-assignable, free-of-charge basis. To the best of EUROCONTROL’s knowledge, no proprietary rights of third parties are infringed. The number of SASS-C users within [LICENSEE] who may simultaneously use the Right to Use distributed by EUROCONTROL is authorised by EUROCONTROL SASS-C Service Management, at its discretion and for a limited period of time (e.g. 3 months) renewable at EUROCONTROL’s discretion. 12.4 [LICENSEE] shall: a) limit its usage of SASS-C modules, incorporating Luciad Software, to the Right to Use distributed to it by EUROCONTROL, b) immediately implement any EUROCONTROL given instruction with regards to the Right to Use distributed to it by EUROCONTROL, and c) immediately notify EUROCONTROL as soon as it stops to exploit any of the Right to Use distributed to it by EUROCONTROL. 12.5 EUROCONTROL shall be entitled to terminate the Right to Use granted to [LICENSEE], upon written notice, in the event of termination by Luciad of EUROCONTROL’s right to distribute Right to Use. 12.6 In addition, if [LICENSEE] requires more Luciad Software Right to Use than the number distributed by EUROCONTROL, [LICENSEE] may procure additional Right to Use directly from the manufacturer Luciad by contacting Mr Christoph de Preter (email: [email protected]) and making reference to SASS-C. EUROCONTROL assumes no responsibility in connection with the procurement or use of any such Right to Use by [LICENSEE]. 12.7 [LICENSEE] shall not attempt or permit anyone else to attempt to modify, reverse engineer, reverse compile, or disassemble the object code of Luciad Software. [LICENSEE] shall not attempt or permit anyone else to attempt to modify, copy, reverse engineer, reverse compile, or disassemble the source code of Luciad Software. 12.8 No maintenance, support desk or support services in connection with the Luciad Software or the Right to Use shall be provided by Luciad to [LICENSEE].

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12.9 [LICENSEE] shall not sub-license or otherwise make available Luciad Software, incorporated in the end user system SASS-C, or the Right to Use, to third parties (whether it is free of charge or against remuneration). 12.10 [LICENSEE] accepts any and all liabilities for or in connection with the use by [LICENSEE] of the Luciad Software or of the Right to Use. 12.11 EUROCONTROL accepts no liabilities or responsibility for or in connection with the use by [LICENSEE] of the Luciad Software or of the Right to Use contrary to the terms of this Agreement. 12.12 [LICENSEE] shall indemnify, defend and hold EUROCONTROL harmless against any and all liabilities which may be suffered by EUROCONTROL arising out of or in connection with the use by [LICENSEE] of the Luciad Software or of the Right to Use. 12.13 [LICENSEE] recognises and agrees that title and full ownership rights in Luciad Software and such portions, reproductions, corrections, modifications, improvements and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill and confidential and proprietary information, are reserved to and shall remain with Luciad. 12.14 Neither Luciad nor EUROCONTROL provide any warranty in connection with the Luciad Software or the Right to Use. Luciad and EUROCONTROL disclaim all implied warranties, including, without limitation, the condition of Luciad Software, its merchantability, fitness for any particular purpose or non-infringement. Luciad and EUROCONTROL do not provide any guarantee as to result, not do they warrant that the operation of Luciad Software with SASS- C as an end user system will be error-free. 12.15 [LICENSEE] agrees that: a) Luciad Software in connection with SASS-C and all related information and materials received by [LICENSEE] under this Article are and will be treated as the confidential property of Luciad; b) all ideas, algorithms, techniques, methods and processes used in the Luciad Software are and will be treated as the confidential property of Luciad; c) [LICENSEE] will exercise all reasonable efforts to safeguard the confidentiality of all of the Luciad Software; d) none of the Luciad Software nor any part thereof may be duplicated or in any way disclosed to others, or used as part of any System of [LICENSEE] in whole or in part, other than as described in this Article. [LICENSEE] agrees to indemnify Luciad for all damages, costs and expenses (including court costs and reasonable attorney’s fees) incurred by Luciad in connection with any failure of [LICENSEE] or its employees or agents to comply with [LICENSEE] obligations under this Section. The obligations of [LICENSEE] set forth above, however, shall not apply to confidential property which is: (i) now or hereafter becomes publicly known; (ii) disclosed to [LICENSEE] by a third party which [LICENSEE] has no reason to believe is not legally entitled to disclose such information; (iii) known by [LICENSEE] prior to its receipt of the confidential property; (iv) subsequently developed by [LICENSEE] independently of any disclosures made hereunder by Luciad, or (v) disclosed with Luciad’s consent.

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ARTICLE 13 – ENTRY INTO EFFECT, ENTIRE AGREEMENT AND DURATION 13.1 The Agreement shall enter into force after its signature by both Parties and shall remain in force for an unlimited period. 13.2 The terms and conditions of this Agreement including its Annex constitute the entire agreement and understanding of the Parties and supersede all previous communications, whether written or oral between the Parties, including any previous agreement or understanding varying or extending the same. There are no further or other agreements or understandings, written or oral, in effect between the Parties with respect to the subject matter thereof.

ARTICLE 14 – TERMINATION 14.1 In the event of the failure or neglect of [LICENSEE] to fulfil any of its obligations under the Agreement, EUROCONTROL may serve [LICENSEE] a written notice of default. If the default is not remedied within thirty (30) calendar days after the serving of the notice, EUROCONTROL shall have the right to terminate the Agreement at any time thereafter, provided the default still exists, by serving written notice of termination by registered letter to [LICENSEE]. 14.2 Any delay by either Party in the performance of its obligations pursuant to the Contract shall not be deemed a default provided that such delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the defaulting Party through the use of alternate sources, work-around plans, or other means to the extent such delay is caused, directly or indirectly, by elements of nature or acts of God, acts of war, social unrest, civil disorders, or any other similar cause beyond the reasonable control of the defaulting Party. 14.3 The Parties shall have the right to terminate the Agreement by registered written notice. The termination would enter into effect three (3) months after the receipt of the notice by the other Party. 14.4 [LICENSEE] shall upon termination of the Agreement promptly return to EUROCONTROL SASS-C and where applicable all copies thereof as well as any material and or documentation relating thereto.

ARTICLE 15 – AMENDMENTS 15.1 EUROCONTROL shall have the right to amend the terms of this Agreement at any time. Amendments shall be signed by duly authorised representative of EUROCONTROL, and shall be sent by mail and email to [LICENSEE]’s notified point of contact. The amendment shall be deemed accepted by [LICENSEE] and shall enter into effect one (1) month from the date of notification of the amendment by email to [LICENSEE], unless [LICENSEE] terminates this Agreement in accordance with Article 14.3 above. 15.2 If [LICENSEE] does not agree to the amendment, [LICENSEE] shall notify EUROCONTROL within one (1) month from the date of notification by email of the amendment that [LICENSEE]: a) does not agree to the amendment and b) terminates this Agreement in accordance with Article 14.3 above. 15.3 The Annex to this Agreement shall form an entire part of this Agreement, it being understood that in any case of divergence between the text of this Agreement and the Annex hereto the text of this Agreement shall prevail.

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ARTICLE 16 – DISPUTE SETTLEMENT Any dispute, controversy or claim arising under, out of or relating to this Agreement and any subsequent amendments to this Agreement, including without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be referred to and finally determined by arbitration in accordance with the WIPO4 Arbitration Rules. The arbitral tribunal shall consist of three arbitrators. The place of arbitration shall be Brussels (Belgium). The language to be used in the arbitral proceedings shall be English. The dispute, controversy or claim shall be decided according to the law of Belgium, with the exception of the rules applicable to data protection where the obligations of the Parties shall be determined in accordance with the laws applicable to each Party.

IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be duly executed in duplicate on their behalf by their duly authorised officers and representatives in a manner legally binding upon them.

For EUROCONTROL For [LICENSEE] on behalf of the Director General by special delegation

Signature: Signature:

Iacopo PRISSINOTTI Name: Director Network Management Title: Date: Date:

4 World Intellectual Property Organization

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Annex 1

1. DESCRIPTION OF SASS-C 1.1. The Surveillance Analysis Support System for ATC Centre (“SASS-C”) is a Surveillance Infrastructure Performance Analysis System implementing two interoperable main functions: (i) VERIFication: verifies the compliance of the actual Performance of Surveillance Infrastructure (ATM Surveillance Sensors and Surveillance Data Processing and Distribution System) with applicable standards. (ii) PREDICTion: estimates the level of performance that can be reached in theory with a given Infrastructure of Surveillance Sensors. 1.2. Each function of SASS-C constitutes a distinct product that evolves over the time and implements its own versioning e.g. VERIFication version 8.0 8.1, 8.2 or 9.0; PREDICTion version 2.2, 2.3 or 3.0.

2. DESCRIPTION OF SASS-C MAINTENANCE AND RELEASES 2.1. There are maximum two versions of each SASS-C function maintained at a time: a) Version N-1 (e.g. VERIFication v8.0): corrective maintenance only b) The version N (e.g. VERIFication v8.1): corrective and enhancive maintenance 2.2. At certain periods (i.e. in the order of six to twelve months) EUROCONTROL releases an update for each function that triggers an upward shift of versions N-1 and N. 2.3. For each maintained version of each function, between two updates, EUROCONTROL releases corrective patches to fix raised TRs and enhancive patches, for the version N only, to add progressively the new functionalities toward the next update. 2.4. Each release is a set of binary, shell scripts and configuration files that when installed on a specific hardware (SASS-C baselines) forms a system. 2.5. Each release comprises software specification including the description of the required hardware and software environment, user manual and quality related documentation.

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