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PPI AGREEMENT 2BPublic purchase of development services from two or more private parties – article 16(f) exemption

Draft dated 4 December 2012 [PUBLIC PARTY][PRIVATE PARTY 1][PRIVATE PARTY 2]

OPI-Lab and Living Lab Denmark are responsible for the model PPI agreements construed by the law firm Rønne & Lundgren in cooperation with the law firm Poul Schmith / Kammeradvokaten and OPI-Lab’s legal work group consisting of representatives from the University of Southern Denmark and the Region of Southern Denmark.

A consultative group including the Danish Competition and Consumer Authority as well as the State Secretariat of the Ministry of Business and Growth has been involved and contributed in the process of preparing the model agreements.

The agreements may be downloaded on OPI-Lab's website opilab.dk and on Living Lab Denmark's website livinglabdenmark.com

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TABLE OF CONTENTS

1. PARTIES 4

2. BACKGROUND AND PURPOSE 4

3. DEFINITIONS 5

4. THE PPI PROJECT 6

5. COLLABORATION FORM 7

6. THE PROJECT’S FINANCIAL BASIS 8

7. [THE PRIVATE PARTY 1] AND [THE PRIVATE PARTY 2]’S OBLIGATIONS 8

8. EMPLOYEES 9

9. [THE PUBLIC PARTY]’S CONTRIBUTION 10

10. RIGHTS 10

11. TERMS OF INVITATION TO TENDER 12

12. PUBLICITY AND CONFIDENTIALITY 12

13. ENTERING OF NEW PARTIES 13

14. REMEDIES FOR BREACH OF CONTRACT, INCLUDING COMPENSATION 13

15. TERMINATION OF AGREEMENT 15

16. DISPUTES 16

17. SIGNATURES 16

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LIST OF APPENDICES

Appendix 2.2: Background for the parties’ collaboration Appendix 2.3: Preliminary state aid accounts [Appendix 2.7: The Research Agreement] [Appendix 2.8: Grant Agreement] Appendix 3.5: Description of the PPI Project Appendix 3.6: Utilisation area 1Appendix 3.7: Utilisation area 2Appendix 4.5: Regulations for logbook and documentation Appendix 6.1: Budget Appendix 12.3: Dissemination and publication agreement

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1. PARTIES

[The public party],

[the private party 1]

and

[the private party 2]

entered into this PPI agreement on [date].

2. BACKGROUND AND PURPOSE

2.1 With the impact of demographic changes on the size of the future workforce and the consequence that there will be fewer hands to perform public services in the future, [the public party] has a requirement to promote the development of welfare technology solutions that can facilitate, streamline and improve the quality of workflows within health and social services for the benefit of private citizens, government personnel and the public service as a whole.

2.2 Against this background, [the public party] wishes to conduct public-private innovation collaboration (the PPI Project) for the purpose of developing [...]. The purpose of the PPI Project for [the public party] is [an indication of the expected project result in the form of development of solutions/products with respect to [the public party]'s performance]. [The private parties] wish to deliver the services agreed in this agreement but also to develop their own knowledge within this field. The background for the parties' collaboration is further specified in appendix 2.2 .

As part of participating in the PPI Project, [the private party 1] and [the private party 2] must provide the services specified in clause 7.

This agreement governs the parties’ rights and obligations in this respect. The agreement is subject to article 16(f) of the EU Public Procurement Directive.

2.3 The parties have prepared provisional state aid accounts, enclosed as appendix 2.3 , specifying the parties' contributions to and expected benefits from the PPI Project, as well as the assumptions used in this respect.

The public funds that [the public party] contributes to the PPI Project (direct and indirect costs) are based on [the public party]'s objective as specified in clause 2.2. Remuneration is paid to [the private party 1] or [the private party 2] for the services which the private party is to provide. If [the private party 1] or [the private party 2] obtains a benefit, including due to the division of rights, specified in clause 10, which exceeds the value of the service which [the private parties] provide, [the private parties] must compensate [the public party] for

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such benefit. This compensation is determined in such a way that each of the private parties will benefit from the PPI Project in a way that corresponds to their contribution to and risks involved in the PPI Project.

2.4 Accordingly, on the basis of the state aid accounts, including the fixed compensation for the division of rights, the parties have decided that, at the time of the conclusion of this collaboration agreement, the PPI Project does not involve a conferring to [the private party 1] or [the private party 2] of a benefit that may constitute illegal state aid. If, contrary to expectations, this may prove to be the case, [the private parties] are required to repay the amount with interest without otherwise being able to enforce a claim against [the public party].

2.5 Upon completion of the project, the parties are obligated to prepare final state aid accounts based on the value of the generated rights compared to the value of the private party's or the private parties’ contributions. If, as part of the PPI Project, results are achieved and/or knowledge is acquired of a value that exceeds what the parties have specified in the state aid accounts, see appendix 2.3 , or if the budget is changed in any other way, and the private party or the private parties may be considered to have achieved a financial benefit, the parties are obligated to ensure that compensation is made for the financial benefit through additional project contributions to [the public party], see also clause 6 on the project’s financial basis. If the parties do no reach an agreement on the value, either party is entitled to arrange for an auction implemented through an announcement. However, [the private party] has a pre-emption right in this respect.

2.6 [The public party] will implement the PPI Project under the authority of the [relevant legal basis].

2.7 [The private party 1 and/or the private party 2 have/has] entered into a separate agreement with [research institution], which is enclosed as appendix 2.7 , with regard to [the research institution]'s contribution to the PPI Project.]

2.8 [The PPI Project is aided through funds from [the grant provider], and the parties are obligated to comply with the terms of this aid as specified in the commitment from [the grant provider], which is enclosed as appendix 2.8 . These terms, including any requirements for disclosure, etc., supersede the provisions of this Agreement.]

3. DEFINITIONS

3.1 Background knowledge is intellectual property, knowhow and unpublished inventions to which of the parties has the rights at the commencement of the PPI Project, and of which the other parties are made aware, or is made available for the purpose of carrying out , the PPI Project.

3.2 Foreground knowledge is knowledge, including know-how and project results, including intellectual property rights, which are generated during the collaboration on the PPI Project,

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notwithstanding who creates this knowledge. Foreground knowledge includes inventions, whether or not one of the parties arrange for patent or utility model protection for such inventions.

3.3 [The research agreement is the agreement concluded between [the parties/the public party/the private party 1/the private party 2] and [the research institution], which is enclosed as appendix 2.7.]

3.4 Confidential information includes ID numbers and other personal information (including information and photos, etc., of citizens involved in the PPI Project), as well as internal information about [the public party] which is exempt from access to personal files according to the Danish Public Administration Act. Confidential Information includes all information that is marked "confidential" or which may reasonably be regarded as confidential due to its nature and/or content. This does not include information which was already publicly known at the time of receipt, unless this is attributable to the recipient's actions, or which was lawfully given to the recipient by any third party.

3.5 The PPI project is the PPI Project agreed between the parties, as further specified in clause 4 and in appendix 3.5 .

3.6 [The Private Party 1]’s utilisation area is the area specified in appendix 3.6 for [the Private Party 1]’s business utilisation of the foreground knowledge acquired from the PPI Project.

3.7 [The Private Party 2]’s utilisation area is the area specified in appendix 3.7 for [the Private Party 2]’s business utilisation of the foreground knowledge acquired from the PPI Project.

4. THE PPI PROJECT

4.1 The PPI Project will be implemented over the period [date-date].

4.2 The PPI Project is divided into the following phases:

Phase 1 - Objective determination / user research / collection of ideas / division of work and knowledge / feasibility studies

Phase 2 - Idea generation and development

Phase 3 - Testing / evaluation

Phase 4 - Summary and reporting]

4.3 The PPI Project's phases, including a time and action plan, are further specified in appendix 3.5 .

4.4 Immediately prior to each phase being initiated, the parties must make an assessment and detailed planning of the forthcoming phase’s activities and tasks. Such assessment and

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planning is based on the parties’ experience from any previous phases and with respect to the overall framework of the time and action plan, see appendix 3.5 .

4.5 An approval procedure in which [the public party] approves the services provided by [the private party 1] and [the private party 2] is part of each phase. If a provided service cannot be approved, [the public party] must communicate this within [insert number of] days. A new phase cannot be initiated until [the public party] has finally approved the provided service.

4.6 The parties are obligated to ensure that, to the extent possible, the PPI Project is based on commonly available material and standards. The parties must further ensure that the project activities and foreground knowledge are continually documented during the entire PPI Project as specified in appendix 4.6 , in order for [the public party] to make this available to other bidders during the subsequent invitation to tender, see clause 11.

5. COLLABORATION FORM

5.1 The parties are in all respects independent parties. None of the parties has a power of attorney or are in any way entitled to impose obligations on the other parties, unless a separate written agreement has been concluded in this respect. This agreement does not establish a joint venture, partnership, consortium or other association between the parties, and the parties are not be liable for or responsible for each other, unless otherwise expressly provided for in the agreement.

5.2 The parties appoint a steering group of [3] persons who manage the overall PPI project. Each party appoints a member to the steering group. The steering group appoints a chairman for the group.

5.3 The chairman of the steering group summons a meeting when required but minimum on a [frequency to be inserted] basis or upon request of one of the parties. The meetings are summoned with minimum [4] weeks’ notice. The agenda of the meetings must appear from the notices to the meetings.

5.4 The chairman prepares minutes of the meetings and distributes the minutes no later than two weeks after the meetings. If no objections to the contents of the minutes have been received three weeks after receipt of the minutes, the contents are considered approved.

5.5 The steering group constitutes a quorum when all members are present or represented by proxy. The steering group’s decisions require unanimity, however, see clause 10.3.

In addition, [the public party] appoints a project manager.

5.6 The project manager must carry out the decisions which the steering group makes and must manage the progress of the PPI Project. The project manager reports to the steering group, see clauses 5.3 to 0. The project manager supervises the ongoing coordination between the parties, prepare project plans and carry out the necessary division of tasks.

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The project manager may not enter into binding agreements on behalf of the parties or in any way act on behalf of the parties without the consent of the steering group, see clause 5.5.

5.7 The project manager’s proposals for changing the PPI Project and the budget must be submitted to the steering group.

6. THE PROJECT’S FINANCIAL BASIS

6.1 The parties agree to observe the budget enclosed as appendix 6.1 , which is drafted in accordance with [the public party]'s current budget regulations and which includes the financial basis of the PPI Project, including [the public party]’s remuneration for the provided services.

6.2 Unless otherwise expressly stated, all amounts in the agreement are specified exclusive of VAT and other fees. If, for any reason, an amount is to be paid by another party, VAT inclusive, the parties are obligated to increase such amount with the relevant VAT amount. The parties will prepare the state aid accounts enclosed as appendix 2.3 , see clause 2.3.

6.3 On an ongoing basis, the parties must record all information relevant to the state aid accounts. The information is discussed and evaluated on an annual basis, and final state aid accounts are prepared at the time of completion of the project in order to ensure that [the private party] is not given advantages in terms of aid.

7. [THE PRIVATE PARTY 1] AND [THE PRIVATE PARTY 2]’S OBLIGATIONS

7.1 [The private party 1] and [the private party 2] are obligated to provide the services listed in the time and action plan specified in appendix 3.5 .

7.2 [The private party 1] and [the private party 2] warrant to provide the services and assistance specified in appendix 3.5, to observe the phases listed in clause 4.1, and to ensure that the parties’s provided services include all matters and advice which [the public party] may expect concerning the PPI Project.

The [private party 1] and [the private party 2] are liable for the overall provision of services, see appendix 3.5. However, [the public party] is obligated to participate actively in the PPI project and provide the cooperation specified in clause 9.2, including contributions.

7.3 In addition, [the private party1] and [the private party 2] warrant maintaining the capacity and knowledge required to complete the task, including qualified employees, during the entire period until the PPI project is complete.

7.4 If, during the PPI project, any doubt about the task’s contents arises, [the private party 1] and [the private party 2] are obligated to immediately notify [the public party] thereof and clarify the doubt.

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7.5 In order to fulfil the obligations under the agreement, [the private party 1] makes its background knowledge, foreground knowledge and the following equipment and facilities available for the PPI project: [please list the equipment and facilities made available to complete the PPI project].

In order to fulfil the obligations under the agreement, [the private party 2] makes its background knowledge, foreground knowledge and the following equipment and facilities available for the PPI project: [please list the equipment and facilities made available to complete the PPI project].

8. EMPLOYEES

8.1 The parties make employees available as specified in the budget.

8.2 Upon agreement with [the public party], [the private party 1] and [the private party 2] have appointed the following key employees (the key employees) to complete the project:

[Name]

[Name]

The key employees listed above may only be replaced upon consent from [the public party], unless such replacement is due to an employee’s personal matters, including termination of employment or similar matters.

In such case, [the private party 1] or [the private party 2] must make a new employee available within a period of [insert number of days/weeks/months]. Any replacement may not impose additional costs on [the public party], and the new employee must have corresponding or better qualifications.

Replacement of other employees must be avoided to the extent possible in consideration of the project’s continuity and quality.

8.3 The parties may engage additional employees to the PPI project but must first inform [the public party] about such employees’ name, education and work experience.

9. [THE PUBLIC PARTY]’S CONTRIBUTION

9.1 [The public party] pays remuneration to [the private party 1] and [the private party 2] in accordance with the budget, see clause 6 and appendix 3.5. The invoice must include a detailed specification of the hours spent by each employee with [the private party 1] and [the private party 2], including a clear description of the tasks performed.

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Payment in accordance with the budget and the time plan, see appendix 3.5, is subject to [the private party 1] and [the private party 2]’s documentation of having prepared all tasks which at any current time should have been prepared in accordance with the time and action plan, see appendix 3.5 . If such tasks have not been carried out, see clause 4.5, payment of [the private party 1] and [the private party 2]’s remuneration will not be made until the parties have documented that such tasks in accordance with the time plan have been carried out.

Payment is due 30 days after [the public party]’s receipt of satisfactory invoice.

9.2 [The public party] will make its background knowledge and foreground knowledge available for the PPI project, as well as the following equipment and facilities: [specification of equipment and facilities made available for implementing the PPI project.]

9.3 [[The research institution] will contribute to the PPI project in accordance with the terms specified in the research agreement.]

10. RIGHTS

10.1 Each party retains its ownership of the intellectual property rights that are part of its background knowledge.

Throughout the duration of the PPI Project, the parties have a free, non-exclusive, non-transferable right to use the other parties' background knowledge to the extent necessary to implement the PPI Project.

The parties must ensure that any third party, including its own employees, consultants and subcontractors, makes all relevant intellectual property rights to the background knowledge available to the other parties, so the necessary background knowledge is available for the PPI Project, free of charge.

10.2 If, as part of the completion of the PPI Project, one of the parties produces or creates foreground knowledge that can be rights protected, such party is obligated to promptly notify the other parties thereof.

If an invention is produced that can be patent or utility model protected, the steering group is to decide whether the invention is closer attached to [the private party 1]’s utilisation area or to [the private party 2]’s utilisation area.

10.3 In the event of disagreement, the steering group will make a decision by majority vote. The party to whom the invention’s utilisation area is closest attached will then be entitled to apply for patent or utility model protection. Payment for the acquired rights is made in accordance with the state aid accounts and the predetermined compensation in the accounts. To the extent that the invention may also be utilised within the other party’s

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utilisation area, such party may also be entitled to acquire an [exclusive] licence, free of charge, to utilise the invention within its utilisation area. Payment for such right is also made in accordance with the state aid accounts and the predetermined compensation stated in such accounts.

10.4 If an invention is not closely attached to a party’s utilisation area, [the private party 1] and [the private party 2] jointly own the invention by undivided share corresponding to their contribution to the PPI project and its determined compensation calculated in appendix 3.5 in the state aid accounts. [The private party 1] and [the private party 2] will agree on the details.

10.5 [However, for any research institution that may participate in the PPI Project upon separate agreement, clause 10.10 below applies.]

10.6 [Within the [the private party 1]’s utilisation area, [the private party 1] has an exclusive, perpetual right to use the foreground knowledge commercially through cooperation with other agents, by sale of products and services based on the foreground knowledge and by sale of licences for this. Within the [the private party 2]’s utilisation area, [the private party 2] has an exclusive, perpetual right to use the foreground knowledge commercially through collaboration with other involved parties, through sale of products and services based on the foreground knowledge and through sale of licences for this.]

10.7 In addition, each party gives the other parties a subsequent non-exclusive, perpetual right to use the party’s background knowledge to the extent that such knowledge is necessary to allow the other parties to exercise their rights to the foreground knowledge. The terms and conditions for this are to be agreed in writing between the parties.

10.8 [The public party] has a non-exclusive perpetual right to use the foreground knowledge created during the PPI Project, as well as that part of the other parties’ background knowledge that is needed in this respect. The right of use includes all of [the public party], including all institutions and businesses owned, operated or financed by [the public party].

10.9 To the extent that the right of use, see clause 10.8, provides the basis for a subsequent invitation to tender of [the public party], [the private party 1] and [the private party 2] are obligated to make the foreground knowledge and the necessary background knowledge available to external suppliers at impartial and non-discriminatory terms against their payment of a maximum licence of DKK [to be inserted] for [the private party 1] and a maximum licence of DKK [to be inserted] for [the private party 2]. The private parties are only entitled to the licence fee from the external supplier who enters into an agreement with [the public party] for the delivery of a solution, and such solution must be developed on the basis of the foreground knowledge created during the PPI Project, as well as any background knowledge. This agreement involves only a right but not an obligation for the external supplier. The private parties and the external suppliers are to determine whether the private parties are entitled to licence fees. Any dispute about such fees is of no concern to the public party.

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10.10 [[The research institution]'s rights associated with [the research institution]'s contribution to the PPI Project are specified in the Research Agreement, and the provisions on the parties' rights to the foreground knowledge and the publication thereof in this agreement apply only to the extent that these provisions are not contrary to [the research institution]'s rights under the Research Agreement.]

11. TERMS OF INVITATION TO TENDER

11.1 To the extent that the foreground knowledge, see clause 10.5, provides the basis for a subsequent tender by [the public party], in the planning and completion of such tender, [the public party] must, to the extent, possible try to avoid disqualification of [the private party 1] and [the private party 2] with respect to the submission of a bid. In such case, [the public party] must initiate measures to try to eliminate [the private party 1] and [the private party 2]'s possible competitive advantages as a result of the participation in the PPI project.

In connection with the invitation to tender, [the public party] is entitled to make the foreground knowledge and the necessary background knowledge available to tenderers, provided that [the public party] places potential bidders under an obligation not to disclose this knowledge and only to use this knowledge to complete the tender. This applies whether or not an invention is produced during the PPI project which may be protected by patent or utility model.

11.2 The private parties may not in any way try to influence the construction of the contract payments for a subsequent tender or in any other way try to influence the preparation of any tender, including through a specific (favouritism) choice of materials or standards, see also clause 4.5 above.

12. PUBLICITY AND CONFIDENTIALITY

12.1 The parties are obligated to treat the confidential information, foreground knowledge and the other parties' background knowledge as confidential. This obligation also applies after the interruption or termination of the PPI project and after any party's withdrawal from the PPI Project, subject to clause 12.2. However, the parties may disclose this information to any of its potential advisors to the extent necessary if they ensure that the advisors assume a similar confidentiality obligation.

12.2 The parties' confidentiality obligation under clause 12.1 does not include information which:

- at the time of its receipt was, or later became, publicly available, without this being due to a breach of the confidentiality obligation,

- is received without confidentiality restrictions from any third party entitled to pass on this knowledge,

- is to be given to outsiders on the basis of an obligation provided by law, including the Danish Access to Public Administration Files Act and the Danish Public Administration

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Act, legal judgment or other binding official act, or

- a party has developed independently of the participation in the PPI Project. Examples include: [Example of any specific inventions or new knowledge that a party might obtain concurrently, but independently of the PPI Project].

12.3 In addition, the parties agree on the extent to which the foreground knowledge is to be published and disseminated, in accordance with appendix 12.3 .

A party wishing to make a disclosure that is not expressly specified in appendix 12.3 must notify the other parties thereof before making such disclosure, and the other parties must also be notified of a deadline for submitting comments.

12.4 The parties are obligated to ensure that their employees are made aware of and comply with the provisions on disclosure and confidentiality in clauses 12.1.

13. ENTERING OF NEW PARTIES

13.1 None of the parties may engage new parties in the PPI project without the other parties' prior written consent, see clause 15.5.

14. REMEDIES FOR BREACH OF CONTRACT, INCLUDING COMPENSATION

14.1 If any service needed to complete the PPI project is defective or delayed, each party may invoke the general rules of Danish law on breach of contract, including the rules on proportionally deductions.

14.2 [The private party 1] and [the private party 2] must provide a reasoned notification to [the public party] if any risk of delay occurs or if any risk of the agreement is otherwise not being fully satisfied.

14.3 [The private party 1] and [the private party 2] must, without undue delay, remedy delays or defects, including engagement of additional employees.

14.4 The agreement may be terminated immediately if material breach of contract occurs and proper remedies have not been provided according to clause 14.3. The decision to terminate the agreement with respect to the party in breach requires consent from all the other parties.

The following, non-exhaustive list provides situations which are deemed to be of material breach:

- Material, repeated breach of any of [the private party 1] and [the private party 2]’s obligations to provide the services according to clause 7.1.

- Material breach of [the public party]’s payment obligations according to clause 9.1.

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- Material or repeated delays of observation of the agreed time plan, see appendix 3.5.

- Breach of the provision on confidentiality, see clause 12.

- [The private party 1] or [the private party 2]’s bankruptcy or if the parties are under reconstruction proceedings if the provisions of Danish Bankruptcy Act do not preclude this

- [The parties may insert further situations deemed to be of material breach].

14.5 The parties assume product liability for their services.

14.6 The parties are liable to pay damages according to the general rules of Danish law. This liability to pay damages does not include loss due to indirect loss such as production disruptions and other business interruptions, lost revenues/profits or other indirect damage. Any damage or loss arising out of a party's subsequent use of the project results are to be regarded as indirect loss which are not covered by the other parties' liability.

14.7 A party is entitled to a recourse claim against another party in accordance with Danish law to the extent that the party may be held liable for damages caused by the other party's employees, business partners or products.

14.8 Except for gross negligence or deliberate acts, a party’s liability to pay damages cannot exceed [insert amount].

14.9 Each party is liable for its own employees. The fact that a task is performed on another party's premises, does not affect this. [The private party 1] and [the private party 2] are required to take out insurance for its own employees as required. [[The public party] is self-insured.]

15. TERMINATION OF THE AGREEMENT

15.1 A party may discontinue its participation in the PPI Project if the agreed budget cannot be kept, or if it is obvious that the common project objectives, see clause 2.2, cannot be achieved. The party must inform the other parties thereof immediately and state the reasons.

15.2 [The public party] is entitled to terminate the agreement if [the public party]'s legal capacity to execute the PPI Project lapses. The termination will take effect as from the date of expiry of the legal capacity.

15.3 In the situations specified in clauses 15.1 and 15.2, no financial claims may be made against the party who discontinues its participation in the PPI Project or terminates the agreement.

The parties who discontinues their participation in the PPI Project or terminates the agreement may only exercise their rights under clause 10 with respect to the foreground knowledge that existed at the time when they discontinued their participation or terminated

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the agreement.

15.4 If the agreement is terminated immediately, see clause 14.4, due to a party’s material breach, that party's rights, under clause 10 above in relation to the foreground knowledge, will lapse. The party against whom the agreement is immediately terminated is obligated to contribute in good faith to the remaining parties’ continuation of the agreement.

The remaining parties may demand reimbursement of the costs of settling the obligations which they have assumed as part of the PPI Project, and which have been foreseeable with respect to the party in breach. If the agreement is terminated immediately due to [the private party 1] or [the private party 2]’s material breach, see clause 14.4, [the public party] may also request repayment of the amounts that [the public party] has paid to such party prior to the phase in which the PPI Project was in at the time when such party discontinued its contribution to the PPI Project.

15.5 If the agreement is terminated due to [the private party 1] or [the private party 2]’s immediate breach, see clause 14.4, [the public party] and [the remaining private party] may decide to discontinue the PPI Project or to continue the project on the basis of a new budget and/or with new project participants. The parties who continue the PPI Project may continue to utilise the background knowledge and the foreground knowledge which was contributed to the PPI Project by the withdrawing parties to the extent necessary for the continuation of the PPI Project.

Notwithstanding the confidentiality obligation, the remaining parties may make the foreground knowledge, background knowledge and confidential information available to new project participants. In such case, the new project participants must undertake the confidentiality obligations specified in this agreement, see clause 12.

16. DISPUTES

16.1 The agreement is subject to Danish law.

16.2 The parties must try to settle any disputes arising from the PPI Project, the agreement or the parties' collaboration in this respect, amicably. If an amicable solution cannot be found, the dispute must be settled within [the public party]'s jurisdiction. However, the parties may request that a dispute which has not already been brought before the courts be settled by arbitration by the Arbitration Institute in accordance with the regulations adopted by the Arbitration Institute which apply to arbitration proceedings.

16.3 [Any dispute between the parties which arises from or is closely related to a dispute between the parties and [the Research Institution] or a party and [the Research Institution] may also be brought before the competent jurisdiction which, according to the Research Agreement, applies to disputes between the parties and the Research Agreement.]

16.4 Clauses 16.2 and 16.3 do not preclude that a party may use the Danish Administration of Justice Act’s provisions on restraining injunction and/or other preliminary legal measures.

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17. SIGNATURES

17.1 The agreement is signed in [3] original copies, one for each of the parties.

[Place], on [date]: [Place], on [date]: For [public party]: For [private party 1]:

[Name and Title] [Name and Title]

[Place], on [date]:For [public party 2]:

[Name and Title]