The purpose of this Agreement is to define the terms and conditions:

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The annual financial participation of the OFFT ¹ The Eurostars Joint Programme;

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Financial support provided by the OFFT ² Eurostars participants;

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The grant of the Community financial contribution by the EUREKA Secretariat to the OFFT ³ And its use after effective payment of its financial support to Eurostars participants;

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The control of the funds, the recovery of any payment duly made and the adequate protection of the financial interests of the Community;

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A policy on intellectual property rights for the Eurostars Joint Programme.

"European Communities" or "Community" means the European Union;

"Commission" means the European Commission;

"EUREKA National Project Coordinator (NPC)" means the national contact point;

"Eurostars High Level Group (GHN Eurostars)" means the body responsible for overseeing the implementation of the Eurostars Joint Programme, including the members of the Eurostars Advisory Group, approving the operational procedures and Operating the Eurostars Joint Programme, approving the planning of appeals and their budgets, and finally approving the classification list of Eurostars projects to be financed;

"Participant Eurostars" means the legal entity participating in a Eurostars project;

"Eurostars Project" means a project selected after the call for proposals and the centralised evaluation by the EUREKA Secretariat in order to implement the Eurostars Joint Programme, and financially supported by the OFFT ¹ Under the Eurostars Joint Programme;

"Financial Regulation" means Regulation n ^O 1605 /2002/EC of 25 June 2002 on the Financial Regulation applicable to the general budget of the European Communities (OJ L 248, 16.9.2002, p. 1) and its implementing rules in force at the time of signature of this Agreement;

"Independent Evaluation Team (EEI)" means the team responsible for reviewing and classifying, on the basis of predefined criteria, proposals received after the call by the EUREKA Secretariat;

"Lead Participant" refers to the active SME in R&D that Leads A Eurostars project;

"SME active in R&D" means an SME in which at least 10 % of employees in full-time equivalents are engaged in R&D activities or at least 10 % of the annual turnover is dedicated to research;

"Small and medium-sized enterprises (SMEs)" means micro, small and medium-sized enterprises within the meaning of Recommendation No. ^O 2003 /361/EC of the Commission of 6 May 2003 concerning the definition of micro, small and medium-sized enterprises (which occupy less than 250 persons and whose annual turnover does not exceed EUR 50 million or whose total annual balance sheet Does not exceed EUR 43 million).

3.1

Financial obligations of the EUREKA Secretariat

The EUREKA Secretariat undertakes to allocate the Community financial contribution to the OFFT ¹ For Eurostars projects defined in the classification list approved by the Eurostars HLG, in accordance with the Decision and the Financial Regulation and on the basis of the following cumulative principles, without prejudice to the agreed specific rules Below:

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The Community financial contribution is calculated:

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In such a way as to never exceed one third of the effective financial contribution of the OFFT ² The Eurostars Joint Programme and up to the annual ceiling authorised by the Eurostars GHN, and

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In relation to the eligible costs of each Eurostars project as a whole;

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The Community financial contribution is allocated:

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Effective payment of financial support to Eurostars participants by the OFFT ³ ,

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Upon submission of the corresponding financial statements by the OFFT ⁴ ,

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Upon submission of progress reports by Eurostars participants,

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Upon approval by the EUREKA Secretariat of such statements and reports;

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The Community financial contribution cannot make any profit for the OFFT ⁵ Or for Eurostars participants.

3.2

Implementation obligations of the EUREKA Secretariat

EUREKA Secretariat commits to communicate to the OFFT ⁶ The final ranking list of the selected projects as approved by the Eurostars HLG within twelve (12) weeks of the corresponding deadline.

4.1

Financial obligations of OFFT ²

THE OFFT ³ Commits:

(a)

To participate each year in the financing of the Eurostars Joint Programme in accordance with the Swiss letter of commitment (Annex 1) and the declaration of commitments by the OFFT ⁴ Presented on each cut-off date of the Eurostars Joint Programme;

(b)

Financially support eligible Eurostars participants, with the exception of natural persons, by means of its budget allocated to Eurostars, in accordance with the final order of the classification list approved by the GHN Eurostars and its National funding rules;

(c)

Not to financially support Eurostars participants prior to the signing of a consortium agreement by those Eurostars participants in accordance with the Decision and this Agreement;

(d)

Make every effort to find additional funds for its Eurostars participants in the event that its national budget allocated to Eurostars is exhausted;

(e)

To take effective measures to avoid double financing of Eurostars projects by other Community funds, in particular by the Seventh Framework Programme. To this end, a specific provision must be included in the agreements between the OFFT ⁵ And Eurostars participants;

(f)

Ensure that its national financial support to Eurostars participants does not contain any Community funds from other sources and complies with the principles set out in Art. 109 of the Financial Regulation (transparency, equal treatment, non-retroactivity, non-cumulative cofinancing and lack of profit);

(g)

To ensure compliance with the rules put in place in the Community Framework for State Aid for Research, Development and Innovation of 30 December 2006 (hereinafter referred to as the "Guidance") ⁶ ;

(h)

Ensure that the national funding systems participating in the Eurostars Joint Programme meet the common admissibility criteria for Eurostars. Such systems shall not be in contradiction, in particular, with the decision and its Annex I or any rule of the Community ⁷ Be liable to endanger the reputation of the European Community;

(i)

To ensure a proportionate liability for any debt of the EUREKA Secretariat to the Community, as defined in Art. 5.4 of this Agreement.

4.2

OFFT performance bonds ⁸

4.2.1

THE OFFT ⁹ :

(a)

Shall provide the EUREKA Secretariat, either before or immediately after the signature of this Agreement, a letter of assurance from the competent national public authority on which the OFFT depends ¹⁰ , which indicates that the OFFT's internal control system ¹¹ Shall be appropriate and shall ensure the protection of the financial interests of the Community in accordance with the guidelines (established by the Commission pursuant to the Decision) relating to the operation and supervision of the internal system of Control of the specialised implementation structure (the EUREKA Secretariat) and the national funding bodies. This letter of insurance shall be accompanied by a report or any evidence on which it is based.

In the absence of the letter of assurance or evidence, or in the case where there is insufficient evidence, the EUREKA Secretariat may decide to suspend or terminate this Agreement in accordance with Art. 11.

The EUREKA Secretariat reserves the right to carry out its own monitoring at any time. Monitoring may be carried out by an independent audit body of the national funding bodies.

In the event that the EUREKA Secretariat considers the OFFT's internal control system ¹² Is not such as to ensure sufficient protection of the financial interests of the Community, it reserves the right to send a list of recommendations to the OFFT ¹³ And to propose an action plan with a timetable to deal effectively with the shortcomings identified. Pending the implementation of any requested changes, transactions with the OFFT ¹⁴ May be made only on an interim basis, for a specified period depending on the extent of the problems identified, but which should not exceed twelve (12) months. Progress must be monitored on a regular basis.

Expenses incurred by the OFFT ¹⁵ Whereas the latter is unable to implement the action plan within the time limits may be excluded from the Community contribution;

(b)

Provides the EUREKA Secretariat with the rules for the financing of the national programme to which it is subject and the criteria for the admissibility of costs and ensures compliance;

(c)

Shall communicate to the EUREKA Secretariat, within seventeen (17) weeks from the deadline in question, the list of Eurostars participants for whom financial support is foreseen and the total amount of financial support provided;

(d)

Entering into contract negotiations with the Eurostars participants, including the national financing decision, within five (5) weeks from the date on which the Eurostars evaluation decision letter was sent by the EUREKA Secretariat to the Eurostars participants;

(e)

Provides the EUREKA Secretariat with an assurance statement (cf. Model in Annex 2, "Declaration of Commitments") Signed by the legal representative or the legal representative of the OFFT ¹⁶ And certifying, on the basis of its own judgment and information in its possession, in particular the results of the work of its internal audit service:

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The accounts submitted provide, as far as it is able to judge, a correct, complete and accurate overview of expenditure and revenue for the corresponding period of financing, and in particular that all debts, advances And guarantees of which it is aware have been entered into the accounts and that all revenue relating to Community contributions has been correctly entered into the accounts and credited to the Commission through the EUREKA Secretariat;

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It has established a system which provides a reasonable assurance of the legality and regularity of the related transactions, including the fact that the admissibility of complaints from the beneficiaries and the procedure for the allocation of funds are Managed, monitored and documented in accordance with the rules laid down by any Community act entering into account, by acts establishing the Eurostars Joint Programme and by any additional requirements issued by the EUREKA Secretariat;

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That it or it confirms in particular (1) that it has no knowledge of any unresolved problems which could affect the financial interests of the Community, (2) that the costs submitted to the EUREKA Secretariat are correct, (3) that the payments The Eurostars participants were carried out, and (4) that the controls and audits were carried out in order to verify the compliance of the costs with the applicable rules on the admissibility of costs.

These statements of assurance are accompanied by a report detailing a control, the nature of the audit and the audit carried out to support the statement of assurance and how the reported costs have been calculated;

(f)

Shall submit to the EUREKA Secretariat for each statement of assurance the corresponding application, based on the statement of assurance, for the grant of the Community contribution;

(g)

Report annually to the EUREKA Secretariat concerning:

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Payments made from the national budget allocated to Eurostars;

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Use of the Community contribution;

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The audit strategy adopted, in particular the method used to select the contracts to be examined, the types of audit applied (or at least an explanation of the audit work carried out) and the number of audits carried out;

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The results of each audit carried out in terms of costs ultimately refused; the number of results and their nature and recurrence, and the categories of costs affected (if applicable), in particular in the case of identification of irregularities or Fraud;

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The rate of audit coverage in terms of the number of audits carried out in relation to the total amount paid to Eurostars participants;

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Any consequences arising from errors or irregularities identified by the OFFT ex-post audit service ¹⁷ Or by independent auditors establishing the certificates of audit of the costs alleged by the Eurostars participants (if applicable);

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Measures adopted by the OFFT ¹⁸ In order to protect the financial interests of the Community.

(h)

To carry out on-the-spot checks and other checks on Eurostars participants as provided for in national legislation and/or this Agreement and to report to the EUREKA Secretariat;

(i)

Take all necessary measures to prevent any risk of conflict of interest and immediately inform the EUREKA Secretariat of any situation constituting or which may lead to a conflict of interest. Such conflicts of interest may, in particular, arise as a result of economic interests, political or national affinities, family or emotional ties, emotional reasons or any other common interest that may affect The impartiality and objectivity of this Agreement;

(j)

Provide the EUREKA Secretariat with the data necessary for the continuous and systematic verification by the Commission of the Specific Programme and the Seventh Framework Programme, as well as the evaluation and impact studies of the activities of the Community. Such data may be required throughout the duration of the Eurostars Joint Programme and up to five (5) years after the end of the Eurostars Joint Programme;

(k)

Take the necessary measures to enable the EUREKA Secretariat and the Commission to publish, in any form or by any means or channel, the name and contact details of the Eurostars participants, the general purpose of the Eurostars project under The form of a summary provided by the Eurostars participants, the amount and rate of the financial contribution granted for the Eurostars project, as well as any other information to be published by the EUREKA Secretariat at the request of the Commission In order to ensure the visibility of Community actions;

(l)

Include, in any communication medium relating to any activity under the Eurostars Joint Programme, the Community logo, the Eurostars logo, the Eurostars project number or the acronym if it exists, and the indication of Co-financing by the European Community;

(m)

Keep all documents accessible during the validity of this Agreement and at least five (5) years after the expiration of this Agreement in a manner that ensures their completeness, validity, reliability over the long term, including documents Electronic.

4.2.2

In addition, OFFT ¹⁹ Undertakes to take the necessary measures to ensure that:

(a)

All Eurostars participants are eligible SMEs under the Eurostars Joint Programme according to the terms of the decision and have stable and sufficient funds to maintain their activity during their participation in the Eurostars project;

(b)

All efforts are made to ensure that the Eurostars participants have the necessary resources to participate in the Eurostars project;

(c)

The principal participant informs the OFFT ²⁰ , the national EUREKA project coordinator and the EUREKA Secretariat for any significant changes during the implementation of the Eurostars project with regard to the objectives, duration, budget and composition of the consortium and requests the Prior agreement of the EUREKA Secretariat for these changes;

(d)

Eurostars participants sign a consortium agreement, in particular on intellectual property rights in order to ensure that SMEs benefit from them and are able to exploit the results of the project on the basis of The approach taken in accordance with the rules of participation ²¹ Seventh Framework Programme;

(e)

The principal participant shall submit, every six (6) months and then at the end of the project, a report in English of the progress of the entire Eurostars project. This report will be based on the form provided by the EUREKA Secretariat;

(f)

Eurostars participants shall provide the EUREKA Secretariat with specific information (i) upon request of the EUREKA Secretariat during the Eurostars project and (ii) on an annual basis for four (4) ²² Years after the end of the Eurostars project with regard to the exploitation of the project results;

(g)

Eurostars participants shall provide the EUREKA Secretariat with the appropriate publicity material on an annual basis during the duration of their Eurostars project;

(h)

The EUREKA Secretariat is entitled to use any Eurostars project as a case study or Success story In order to promote the Eurostars Joint Programme;

(i)

Eurostars participants shall include, in any communication relating to any activity resulting from or resulting from the Eurostars Joint Programme, the Community logo, the Eurostars logo, the Eurostars project number and the project acronym Eurostars. The accompanying text must clearly indicate that the Eurostars initiative is co-financed by the European Community;

(j)

The EUREKA Secretariat and/or the Commission may carry out audits or inspections for any Eurostars participant whose costs are wholly or partly reimbursed by the Community contribution in accordance with the rules and procedures defined at Annex C of the Agreement on Scientific and Technological Cooperation between the European Community and the European Atomic Energy Community, of the one part, and the Swiss Confederation, of the other part ²³ ;

(k)

Only the costs eligible according to the decision and its Annex I in particular are taken into account in applications for the allocation of the Community contribution;

(l)

The EUREKA Secretariat shall be authorised to communicate to the Commission information relating to candidates and tenderers in accordance with Art. 93, para. 1, let. E, of the Financial Regulation where the conduct of the operator concerned infringes the financial interests of the European Community.

5.1

Terms of Payment in favour of the OFFT ¹

Payments by the EUREKA Secretariat shall be made in euro.

Applications for the Community contribution shall be sent to the accounting department of the EUREKA Secretariat.

The Community contribution shall be allocated by the EUREKA Secretariat no later than thirty (30) days following receipt of the FOFT request ² On the following account:

Provided that all the criteria of this Agreement are met and that the final beneficiary is not prevented from receiving direct or indirect funding, in particular due to an entry in the database according to Art. 95 of the Financial Regulation.

No payment will be made in the case of incomplete banking details.

5.2

Payment arrangements for Eurostars participants

THE OFFT ⁴ Undertakes to provide financial support to Eurostars participants in the non-ante (90) days following the approval of the final list of financial commitments in accordance with the national rules in force.

5.3

Conversion Rate

Costs are quoted in euros by the OFFT ⁵ The EUREKA Secretariat.

Costs incurred in another currency are translated according to the OFFT's usual accounting practice ⁶ The conversion shall not exceed the result of a conversion or the rate published by the European Central Bank on the day on which the actual costs were incurred by the Eurostars participants or at the rate applicable on the first day of the month Following the end of the year.

5.4

Recovery

Community contributions not used by the OFFT ⁷ Shall be immediately returned to the EUREKA Secretariat on the following account:

In case of an amount unduly paid by the EUREKA Secretariat to the OFFT ⁸ Or if a recovery is justified under this Agreement, the FFOFT ⁹ Undertakes to return the amounts in question to the EUREKA Secretariat in accordance with the deadlines and reasonable conditions laid down by the EUREKA Secretariat.

In case of an amount unduly paid by the OFFT ¹⁰ To a Eurostars participant, or if a recovery is justified under this Agreement and/or the agreement concluded with the Eurostars participants, OFFT ¹¹ Undertakes to reimburse the amount in question to the EUREKA Secretariat in accordance with the deadlines and reasonable conditions laid down by the EUREKA Secretariat, regardless of the actual recovery of the amount by the Eurostars participants concerned; any Penalty provided at national level in the event of an unduly paid amount is applied.

The same rules shall apply if the Commission requests the reimbursement of the Community contribution due to a deficiency or a delay in the reports of the Eurostars participants, as provided for in Art. 4.2.2, let. E, of this Agreement.

Any debt of the OFFT ¹² In the context of this Agreement shall be deemed to be a direct debt to the European Community in accordance with the proportional commitment of Switzerland to the total amount of the commitments referred to in Article 2 (e) of the Decision.

6.1

Reviews and audits carried out by the EUREKA Secretariat or by a designated body to represent it

Any payment made in favour of the OFFT ¹ May be subject to reviews and audits by the EUREKA Secretariat and may be adjusted or covered on the basis of the results of such reviews and audits, at any time during the implementation of the Eurostars Joint Programme and up to five (5) years After the end of the Eurostars Joint Programme.

Such reviews and audits may cover all matters relating to the proper implementation of the Eurostars Joint Programme.

The EUREKA Secretariat is also entitled to check, at any time, that the OFFT's internal control system ² Ensures sound financial management and adequate protection of the Community's financial interests. This verification will be carried out on the basis of periodic random sampling or in the presence of justified reasons (to be communicated to the FFOA prior to this) ³ ).

Such reviews or audits shall be conducted in confidence.

6.2

Reviews and audits carried out by the Commission and the Court of Auditors

The Commission may forward any information collected to or through the OFFT ⁴ The budgetary authority of the European Union and the Court of Auditors.

The Commission may carry out an audit or a check with the OFFT ⁵ In accordance with the rules and procedures laid down in Annex C of the Agreement on Scientific and Technological Cooperation between the European Community and the European Atomic Energy Community, of the one part, and the Swiss Confederation, of the other part ⁶ .

6.3

Reviews and audits of Eurostars participants

THE OFFT ⁷ Ensures that the rights of the EUREKA Secretariat, the Commission and the Court of Auditors to carry out audits are extended to the right to carry out such audits or checks with any Eurostars participant whose costs are Reimbursed in whole or in part by the financial contribution, on the same terms and conditions as indicated above.

Each Party shall be solely responsible for the fulfilment of its obligations under this Agreement.

It is the responsibility of each party to ensure that its actions under this Agreement do not interfere with the rights of third parties.

The objective of the intellectual property policy of the Eurostars Joint Programme is to promote the creation of knowledge, as well as the promotion and dissemination of the results of projects in favour of the target group of SMEs active in R&D.

THE OFFT ¹ Takes the necessary measures to ensure that SMEs benefit from intellectual property rights and are able to exploit the results of the project on the basis of the approach adopted according to the rules of participation ² The Seventh Framework Programme.

The Parties undertake to take appropriate measures to ensure the confidentiality of any data, document or material identified as confidential during the term of this Agreement. This obligation remains valid at the end of the term ("confidential information").

This includes the obligation for each party receiving confidential information ("the recipient") of:

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Not to use confidential information for purposes other than those for which it is intended;

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Not disclose confidential information to any third party without the prior written consent of the party making the disclosure;

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Ensure that the internal distribution of confidential information by a recipient is based solely on needs, and

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Return, on request, the confidential information provided to the recipient or acquired by the recipient, including all copies, to the party who communicated them and permanently destroy all data stored in the format Electronic. In case of need for the continuation of the obligations, the recipient may, however, keep a copy for archival purposes only.

In the event that confidential information is communicated orally, the confidential nature of the confidential information must be confirmed in writing by the party who communicated it within ten (10) days of the disclosure.

The addressee shall be responsible for the fulfilment by its employees of the above obligations and shall ensure that the latter comply with these obligations during and after the expiration of this Agreement and/or after the termination of their employment contract.

Confidentiality is no longer applicable when:

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Confidential information is publicly available through a means other than breach of confidentiality obligations;

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The notifying party subsequently informs the addressee that the information is no longer confidential;

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Confidential information is communicated to the addressee without any obligation of confidentiality by a third party who is in lawful possession of the information without obligation of confidentiality;

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The disclosure or publication of confidential information is required by a national law of one of the parties.

This Agreement shall enter into force on the date of the last signature of this Agreement and shall be fully applicable until (a) its term in accordance with Art. 11 of this Agreement or (b) the full and full implementation of all obligations to which the Parties have committed under this Agreement.

The period of this Agreement may be extended upon written consent of both Parties.

The provisions relating to confidentiality, intellectual property and publications shall be maintained upon expiration or termination of this Agreement to the extent necessary to enable the parties to claim the Legal remedies and the benefits provided for in those provisions.

The costs allocated to the Eurostars projects selected after the first, second, third and fourth calls for proposals are admissible.

This Agreement may be suspended by the EUREKA Secretariat in cases where:

(a)

The signed delegation agreement between the EUREKA Secretariat and the Commission is suspended, including in the event that the annual funding agreement is not renewed;

(b)

OFFT ¹ Does not fulfil its obligations under this Agreement;

(c)

The involvement of the OFFT ² The Eurostars Joint Programme is suspended by decision of the Eurostars GHN.

The suspension shall take effect four (4) calendar days after receipt of the notification.

2. This Agreement may be terminated by the EUREKA Secretariat in the event that the delegation agreement concluded between the EUREKA Secretariat and the Commission has terminated. The termination shall take effect on the date indicated in the notification.

Switzerland may suspend or terminate this Agreement at any time by notifying the EUREKA Secretariat in writing. In this case, this Agreement shall terminate not (90) days after the date of the notification to that effect.

4. The projects and activities in progress at the time of the suspension or the expiry of the agreement. The Parties shall determine by mutual consent all other consequences of the suspension or termination of this Agreement.

Any notice or communication shall be made in writing to:

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To the attention of the EUREKA

Mr Luuk Borg Rue Neerveld 107 B-1200 Brussels Belgium Tel: +32 2 777 09 50

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To the attention of the Federal Office for Vocational Training and Technology OFFT ¹

Mrs Ursula Renold Effingerstrasse 27 CH-3003 Bern Switzerland Tel: +41 31 32 37612

Or to any other address or addressee indicated as a representative by written notification by one party to the other party.

Each party to this Agreement shall immediately inform the other party in writing of any change in the names and addresses above.

Amendments or amendments to this Agreement are valid only if they are made in writing and signed by an authorized person for each of the parties.

This Agreement shall be subject to amendments or modifications where one or more provisions of this Agreement or a document executed in connection with this Agreement are not in accordance with the Delegation Agreement between the Commission, on behalf of the Community, and the EUREKA Secretariat establishing the provisions of the Community contribution to the Eurostars Joint Programme as well as the decision and/or detailed rules on financial support by the Secretariat EUREKA at OFFT ¹ , and the annual financial provisions.

English shall be used in all documents and records prepared, including reports and deliverables, in all meetings held under or in connection with this Agreement.

Any translation is for the sole purpose of understanding and has no legal effect.

This Agreement and all matters arising therefrom shall be subject to international law.

Any dispute between the parties relating to the interpretation, application or validity of this Agreement and which cannot be resolved amicably, shall be settled in accordance with the Rules of Arbitration of the International Chamber of Commerce by one or Several arbitrators designated in accordance with this Regulation.

Unless otherwise agreed by the parties, the dispute shall be arbitrated in Brussels.

The arbitration decision is final and binding on the parties.

If one or more provisions contained in this Agreement or any document established in connection with this Agreement are considered by a competent authority or tribunal to be invalid, illegal or unenforceable under any law in In force, including the right to competition, the validity, legality and performance of the other provisions contained in this Agreement shall not be affected or cancelled, provided that, in such a case, the parties Undertake to use all reasonable commercial efforts to achieve the objective of the provision Invalid by a new legally valid provision which results in the same (or substantially the same) economic benefits or charges.

THE OFFT ¹ Shall not delegate any of its rights or obligations under this Agreement without the prior written consent of the Commission, the GHN Eurostars and the EUREKA Secretariat.

The EUREKA Secretariat shall not delegate any of its rights or obligations without the prior written agreement of the Commission and the Eurostars GHN.

Written in two originals in English, in Brussels, on 14 September 2010.