Cfmu Service Agreement

AGREEMENTFORTHE SESAR SWIM MASTER CLASS 2014

between

The European Organisation for the Safety of Air Navigation (EUROCONTROL), having its headquarters at Rue de la Fusée, 96, 1130 Brussels – Belgium, represented by its Director General, Mr Frank BRENNER, pursuant to Article 13 of the Statute of the Agency for the Safety of Air Navigation, represented in turn by the Director Resources, Mr Alberto VARANO;

hereinafter referred to as “EUROCONTROL”;

and

………………………………………………………………………………………………………………………………………………………………………………………………………………………………

hereinafter referred to as “the Participant”;

hereinafter referred to individually and collectively as “Party” and “Parties”.

PREAMBLE

WHEREAS the SESAR Joint Undertaking[1](“SJU”) is responsible for implementing the European ATM Master Plan and for carrying out specific activities aimed at modernising the European air traffic management system by coordinating and concentrating all relevant research and development efforts in the Union;

WHEREAS one of the communication activities within the SESAR Project 14.04, for which EUROCONTROL acts as a Project Manager, is to organise a SESAR SWIM Master Class 2014 (“Master Class”) from June to November 2014;

WHEREAS the objective of the Master Classis to:

-increase the awareness of SWIM, and to

-accelerate the uptake of SWIM in a practical way;

WISHING to set out the terms for the participation to the Master Class;

THE PARTIES Have agreed as follows:

ARTICLE 1.DEFINITIONS, ACRONYMS AND ABBREVIATIONS

For the purposes of this Agreement:

ARTICLE 2.SCOPE

2.1This Agreement governs the relationship between EUROCONTROL and the Participant with regard tothe Participant’sparticipation tothe Master Class.

2.2This Agreement sets out the roles and responsibilities of the Parties, in particular of:

a)the Participant that may be either:

(i)a Developer of SWIM Enabled Applications;

(ii)a Provider/Developer of SWIM Enabled Information Services, and/or

(iii)a Provider of SWIMTechnical Infrastructure.

b)EUROCONTROL as the facilitator.

ARTICLE 3.Key Events and Planning

The Master Class is planned along the following key dates:

ARTICLE 4.COST

4.1The Participant shall bear its own costrelated to its participation to the Master Class.

4.2EUROCONTROLwill not reimburse any costs whatsoever connected with the Participant’s participation in the Master Class (such as travel costs etc.).

ARTICLE 5.OBLIGATIONS

5.1Obligations of the Participant

a)The Participant as Provider/Developer of SWIM Enabled Information Services:

(i)shall allow for its services to be referenced in the Registry.

(ii)maygrant access to the SWIM EnabledInformation Services (which may include data) that it is willing to make available within the framework of the Master Class to other Participants on the basis of appropriate arrangements to be entered into between the Participantsconcerned as further detailed in Article 11 below.

b)The Participant as Developer of SWIMEnabled Applications shall:

(i)allow for its entity to be referenced in the Registry.

(ii)select the SWIM Enabled Information Servicesfrom other Participants and referenced in the Registry that it wishes to access. The actual access shall besubject toappropriate arrangements to be entered into between the Participants concernedas further detailed in Article 11 below.

c)The Participant as Provider of SWIM Technical Infrastructure:

(i)shall allow for its entity to be referenced in the Registry.

(ii)may grant access to the SWIMTechnical Infrastructure that it is willing to make available within the framework of the Master Class to other Participantson the basis of appropriate arrangements to be entered into between the Participants concerned as further detailed in Article 11 below.

5.2Obligations of EUROCONTROL

a)EUROCONTROL shall organise and manage the Master Class.

b)EUROCONTROL shall facilitate the interaction between the Participants by making the Registry available to the Participants and by providing access to certain of its ATM data and ATM services (such access being the subject of specific agreements to be entered into with the Participants concerned).

c)EUROCONTROL shall, subject to its applicable rules, provide access for representatives of the Participant to the EUROCONTROL premises in Brussels for the purpose of attending the Master Class Kick-off event and/or the Master Class Best-in-Class ceremony.

ARTICLE 6.CODE OF CONDUCT

The Participant shall:

a)adhere to the terms of this Agreement;

b)participate to the widest extent possible in the Master Class and exchange of SWIM Enabled Information Services;

c)adhere to:

(i)all relevant data policies,

(ii)to the policies and terms and conditions applicable to SWIM Enabled Information Services and SWIM Technical Infrastructure required by a Provider of SWIM Enabled Information Services and/or Provider of SWIM Technical Infrastructure;

d)register truly and fully their SWIM Enabled Information Services and SWIM Technical Infrastructure in the Registry;

e)not attempt to gain access to SWIM Enabled Information Services and SWIM Technical Infrastructurefor which the Participant is not eligible, and

f)ensure that any Application developed and/or provided, and/or any servicesmade available to other Participants:

(i)respect all relevant intellectual proprietary rights of third parties, Participants and/or EUROCONTROL, and

(ii)are provided in the spirit of the Master Class and do not contravene the interests of the Master Class, EUROCONTROL, SJU, SWIMand/or any Participant/s.

ARTICLE 7.
COORDINATION

The Participant shall designate a Focal Person to EUROCONTROL with overall responsibility on behalf of the Participant for the execution of this Agreement.

ARTICLE 8.COMMUNICATION

8.1The Participant shall coordinate any and all communications to be made on the Master Class, SWIM, SESAR,EUROCONTROL and/or the SJU in advance with EUROCONTROL. EUROCONTROL shall in its turn coordinate such communication activities in advance with the SJU.

8.2EUROCONTROL shall, subject to Article 8.3 below, coordinate any communication activities related to the Master Class in advance with the concerned Participant.

8.3EUROCONTROL, the SJU and the members of SESAR Project 14.04 shall have the right to announce publicly in a manner they deem appropriate theBest-in-Class and the corresponding Participant’s name.

8.4.EUROCONTROL and the SJU shall have the right to use the material provided by the Participant in the framework of the Master Classalso after the Best-in-Class ceremonyfor communication purposes in the context of SESAR's contribution to global SWIM demonstrations organised in the period 2015-2016, subject to the due acknowledgement of the Participant by EUROCONTROL and/or the SJU.

ARTICLE 9.SWIM Registry

9.1The Registry implemented in the framework of the Master Class is a prototype that will be used during the Master Class.

9.2EUROCONTROL cannot guarantee that it will work error free.

9.3EUROCONTROL shall provide its best efforts to fix any problems or issues arisingduring the Master Class.

9.4EUROCONTROL cannot guarantee that the prototype used in the Master Class will eventually constitute the definitive Registry for the future SWIM.

ARTICLE 10.BEST-IN-Class AWARDS

10.1 A Participant who wants to be considered for one of the Best-in-Class Awards shall develop and submit through , for evaluation by the Jury,its Application/s related to the applicable categoryand meeting the requirements specified during the Master Class Kick-off eventand contained in the Registry, at the latest by Friday, 17 October 2014, 24h00.

10.2 The Jury shall evaluate the proposed Applications that are receivedwithin the aforementioned deadline in a transparent, independent and fair manner and select the Best-in-Class for each category, which will be awarded at the ceremony foreseen on 26 November 2014.

10.3 The Best-in-Class will be awarded to the winner/s by a Jury composed of 7members representing, various SWIM related SESAR projects as well as one Air Navigation Service Provider, the Airspace User community and the Network Manager. The Jury is chaired by the SJU.

10.4 The Jury members shall be independent and will have to sign an appropriate Non-Disclosure Agreement as well as a declaration that they are not in a situation of a conflict of interest.

10.5 There will be three different categories of Best-in-Class Awards:

a)Best-in-Class SWIM Enabled Information Services;

b)Best-in-Class SWIM Enabled Application, and

c)Best-in-Class SWIMTechnical Infrastructure.

ARTICLE 11.Specific agreements between PARTICIPANTS

11.1Access to SWIMEnabled Information Services and SWIMTechnical Infrastructure of a Participant shall form the subject of specific agreements between the Participants concerned (i.e. provider and consumer) and is not governed by the terms of this Agreement.

11.2Such specific agreements may foresee the items listed in Annex 1 to this Agreement.

ARTICLE 12.Confidentiality

12.1In the framework of the Master Class,it may be necessary for the Parties to exchange information with eachother. The Recipient shall not disclose or make available any information identified as confidential by the Discloser through a stamp or other notice in writing (“Confidential Information”)or any information derived therefrom to any person or entity except to those of Recipient's employees for whom access is strictly necessary due to their direct involvement in the Master Class.

12.2The Recipient 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 obligations of confidentiality under this Agreement as if such person was a Party to this Agreement.

12.3The standard of care that Recipient 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.

12.4The Confidential Information shall remain the property of the Discloser.

12.5The obligations set forth in this Article regarding the handling of Confidential Information shall remain in force for a period of five (5) years after the expiration or termination of this Agreement.

12.6The obligations of Article 12.1 above do not apply to information:

a)which is already, or subsequently becomes, generally available by means other than the fault of, or breach of this Agreement by the Recipient;

b)which the Recipient can demonstrate it rightfully had in its possession prior to disclosure to the Discloser;

c)which the Recipient independently develops without the use of the Confidential Information, or any part thereof;

d)where the Recipient has rightfully obtained from a third party the right to transfer or disclose the Confidential Information, or

e)which the Discloser is required to disclose in accordance with applicable law or a court order, provided that the Recipient first gives the Discloser reasonable notice of such law or order and gives Discloser the opportunity to oppose and/or attempt to limit such production.

ARTICLE 13.Intellectual property rights

Any intellectual property right:

a)existing and owned by the Participant prior to the Master Class, and/or

b)developed and financed by the Participant in the framework of the Master Class and financed,

shall become and remain the full property of the Participant concerned unless agreed otherwise with EUROCONTROL and/or other Participants (e.g. in cases of joint developments).

ARTICLE 14.WARRANTY AND LIABILITY

14.1EUROCONTROL cannot guarantee any minimum service performance levels related to the functioning of any systems used in the framework of the Master Class (be it its own, any Participant’s and/or third parties’ systems).

14.2EUROCONTROL shall not be liable for any of the services provided between the Participants in the context of the Master Class.

14.3EUROCONTROL shall not accept any liability for any damages caused by the misbehaviour of a Participant.

ARTICLE 15.AmendmentS

This Agreement may be amended only by an instrument in writing of equal formality signed by the duly authorised representatives of the Parties.

ARTICLE 16.Applicable Law and 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 the courts of Belgium and in accordance with the laws of Belgium.

ARTICLE 17.Duration, SUSPENSION AND Termination of theAgreement

17.1This Agreement shall take effect upon signature by both Parties.

17.2This Agreement shall remain in force until the completion of the selection process and the Best-in-Class awards ceremony. This Agreement shall expire automatically at the date of the Best-in-Class award ceremony.

17.3This Agreement may be suspended in the event that, one Party notifies the other Party, in writing, that it is prevented from executing its obligations due to Force Majeure. Following suspension of this Agreement, it may be reinstated at any time when both Parties agree to this in writing.

17.4This Agreement may be terminated:

a)by the Participant at any time during the implementation of this Agreement upon a notice in writing, and

b)by either Party with immediate effect, if the other Party breaches any of itssubstantial obligations under thisAgreement.

17.5The Parties shall bear their own costs arising from the suspension or termination of this Agreement.

17.6In no event shall EUROCONTROLand/or the SJU or theParticipant be liable for special, direct, indirect, consequential, incidental loss or damage arising out of the termination of thisAgreement.

17.7Any notice of amendment, default, termination or suspension under thisAgreement shall be served by registered mail.

17.8The following Articles shall survive a termination or expiration of this Agreement: Articles 12, 13, 14, and 16.

17.9Upon expiration or termination of this Agreement the Participant shall be removed from the Registry and any access to systems, data and/or services by EUROCONTROL will be terminated. EUROCONTROL explicitly reserves the right to inform other Participants of the termination of the Agreement with regard to the Participant.

ARTICLE 18.Entire Agreement

The terms and conditions of this Agreement 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.

Annex 1

Proposed outline structure for agreements between the Participants

This outline structure is intended to provide a rough guidance and suggestion for an agreement between Participants and does by no means constitute a mandatory structure.

Participants may already have their own standard agreements in which case they are obviously free to apply those standard agreements.

For the avoidance of doubt it shall be noted that agreements signed between the Participants may not deviate from the principles set forth in the Agreement signed between each Participant and EUROCONTROL.

1. Scope

What is the scope of the agreement (subject/content/aim)?

1. Term

Duration (limited to the Master Class or longer).

1. Delivery of SWIM Enabled Information Services, SWIM Technical Infrastructure, access to ATM Applications

What exactly will be delivered/provided/made available?

1. Fees and Charges

Are there any fees and changes (who bears which cost)?

1. Use of the ATM Data and ATM Services

What is the permitted use of the data and services made available?

1. Intellectual Property Rights

Who owns what? Are the any licensing issues?

1. Confidentiality

Specific clause dealing with confidentiality and non-disclosure obligations imposed by the Provider of SWIM Enabled Information Services and/or Provider of SWIM Technical Infrastructure

1. Assignment

Can you transfer the agreement to a third party?

1. Termination

When, how and why can the agreement be terminated?

1. Warranties

What do the parties warrant to each other?

1. Liability and Indemnity

What is liable for what when things go wrong?

1. Force Majeure

Standard clause for events outside the reasonable control of either party.

1. Severability

Clauses which for some reason are deemed invalid shall not affect the validity of the remainder of the agreement.