Framework Contract Conditions

---

1.1.  On the basis of this framework agreement, the Contractor shall provide services for the Principal in the field of information and communication technology (EDP area). The specification of the service shall be determined in an individual contract. The nature and scope of a project shall be determined by the respective individual contracts, which shall be stipulated at the beginning of each activity. 

1.2.  The Contractor may not derive any obligation of the Pincipal to place orders from this Framework Agreement. 

Since the project to be produced is to be made for the Principal or the Principal's Customer for their requirements and suitable for their computer systems, the following principles apply to the production of the project for the Contractor:

2.1.The execution of the individual orders shall be carried out by the Contractor itself or by equally qualified independent or dependent third parties named by the Contractor. The use of vicarious agents shall require the prior consent of the Customer, whereby the Contractor shall remain responsible to the Customer for the execution of the order in accordance with the contract.

2.2.As far as necessary, the Contractor shall produce the project on the business premises of the Principal or the Principal's Customer and on the Client's computer system. The Principal or the Principal's Customer shall provide the necessary computer time for this purpose.

2.3.The Contractor shall observe the development and documentation guidelines applicable at the Principal or the Principal's Customer in such a way that they guarantee the Principal or the Principal's Customer standardized handling by their employees after acceptance of the project.

2.4.If the Contractor operates at the Principal premises, it shall comply with the Customer's internal regulations and safety guidelines.

2.5.For projects with Remote working possibility: some of the above conditions may not apply.

2.6.Details of the projects, such as qualifications, employees employed, completion dates, etc. shall be arranged in an individual contract.

2.7.The engagement of further subcontractors by the Contractor shall only be permissible with the written consent of the Principal. If the Contractor employs workers, it shall contractually bind them to comply with all obligations under this contract.

2.8.The Contractor shall be responsible for ensuring that the employment of its personnel complies with the provisions of labor law, social security law and tax law and that neither Excelloit UG nor its customers suffer any disadvantages.  In the event of a breach of this main obligation the Contractor shall pay damages and indemnify Excelloit UG from any claims.

3.1.The Contractor agrees to the Client, who has entered into a corresponding agreement with a third party (hereinafter referred to as the "Client"), to provide the project service described in the respective individual contract.

3.2."Project performance" may be an independent service/consultancy or a work performance. Depending on the type of contract, §§ 611 ff. BGB for the independent service contract with exclusion of the regulations on the employment relationship (in particular §§616 and §§617 BGB do not apply), or §§631 ff. BGB  for the contract for work and services, unless they are amended by the following provisions. 

3.3.During the term of the contract, the Client may request in writing the amendment of the project description specified in the individual contract. Any modifications of a project shall be agreed between the Parties and agreed in writing.

3.4.The Client may request in written form that the work affected by the modification of the performance be interrupted until the adjustment of the contract.

4.1.The Principal undertakes to pay the Contractor the remuneration agreed in the individual contract.

4.2.Assuming that all required documents are submitted according to the contractual and tax standards in time, the remuneration shall be due for payment after 45 days from receipt of the invoice.

4.3.Travel costs must be submitted on separate invoices if they are agreed as additional services. In this case, this must be explicitly mentioned in the individual contract with budgeted prior approval from customer/end client.

4.4.The invoice must be accompanied by a proof of performance (Timesheet) signed by the customer. 

4.5.The proof of performance and the invoice must be sent together either in the original form by regular post or original scanned documents by E-mail to the accounts payable department by 17:30 CET of the 3rd business day of the following month at the latest. 

4.6.If the proof of performance and the invoice(s) are received after the 3rd business day, it is required to maintain the payment until the next payment run. Details on this are regulated in Annex 2 (Information sheet "Payment of invoices / proof of performance") of the framework agreement). The form provided by the Principal shall be used for the proof of performance.

4.7.Sales tax shall be shown separately on the invoice if the transaction is subject to sales tax. 

4.8.If the Customer reserves rights in the acceptance report or in the proof of progress of the work due to a defect for the Contractor's responsibility or if the Customer asserts claims against the Contractor arising from the performance of the contract, the Principal shall be entitled to withhold or reduce the Contractors remuneration to the same extent.

4.9.The unconditional payment of the invoice amount by the Principal does not imply any acknowledgement of the performance of the Contractor as being in accordance with the contract.

4.10.The Contractor shall offer his services to Excelloit UG and Customers or End Clients of Excelloit UG at the most favourable conditions which are usual with regard to quantity, quality and market conditions for comparable services.

4.11.The agreed hourly/daily rates shall cover all expenses incurred in connection with the performance of the service agreed in the individual contract at the operation site/service location, including all ancillary costs and travel expenses.

4.12.Expenses shall only be reimbursed additionally if the Principal or the customer orders deployment locations outside the agreed deployment location and this has been defined accordingly in the individual contract. 

4.13.Travel to the agreed place of business of the Principal or the Client of the Principal, as well as travel and waiting times, do not fall under the scope of business trips and shall not be remunerated separately.

5.1.This framework agreement shall come into force after it has been signed by both parties and shall be concluded for the period of three months per default. The contract can be extended if Excelloit’s customer or End Client extends the contract.

5.2.The framework agreement may be terminated by either party with 15 days notice. Ongoing projects shall not be affected by the termination of the framework agreement. The regulations of the framework agreement, the individual agreement and the project-specific regulations in the appendices shall continue to apply to them until the project has been completed. The termination must be in written form to be effective. 

5.3.The Principal may terminate the respective individual contract in writing with a notice period of 15 days notice, even before completion of the Contractor's services. 

5.4.In the event of termination of the project assignment / individual contract by the Customer, the Principal shall be entitled to terminate the contract without notice. The termination must be in written form to be effective. 

5.5.In the event that the Customer of the Principal prohibits or terminates the further use of the Contractor in the project, the Principal shall be entitled to terminate the contractual relationship with the Contractor without notice. The termination must be made in written form.

5.6. In the event of termination pursuant to No. 5.3, 5.4 and 5.55, the Contractor shall only be entitled to remuneration for its services rendered until termination. Further rights of the Contractor, in particular according to § 649 p.2 BGB in case of a work performance, are hereby settled and excluded. 

5.7. Until the expiry of the notice period, the Contractor shall be obliged to render the services in due form and to carry out a handover and, if necessary, documentation of the services rendered so far. Details of the basic obligation shall be regulated between the parties in the event of termination. 

5.8.If the Contractor terminates the contract without observing the relevant notice period, or before commencing the agreed provision of services, or without fulfilling the obligation to handover/document, the Contractor shall pay a contractual penalty of € 15,000 (in letters: Euro fifteen thousand). Further claims for this case of breach of contract remain reserved.

This contract is null and void if the termination happens before first payment or invoice cycle and if the contractor is not able to produce proof of performance (e.g. approved timesheet) from customer. 

6.1 The Principal or its Customer shall provide the Contractor with the necessary information about the circumstances at the Customer's premises and about special features to be observed during the execution of the order.

7.1.The Contractor shall perform the project service in accordance with the specific requirements of the project description of the individual contract. 

7.2.The project performance rendered by the Contractor shall comply with the state of the art in science and technology as well as the Principles of proper professional practice. In particular, the Contractor shall keep itself informed about technical developments which correspond to the tasks and interests of the Principal and the Customer. The Contractor shall select an expedient and economical development solution. In this context, he shall observe the specific regulations, methods and application practices of the Principal and the Customer. 

7.3.The Contractor may dispose freely of his place of work and his working hours. He shall not be subject to any instructions with regard to the manner in which the services are rendered. 

7.4.Vacation and absence periods, which lead to a non-fulfillment of the project task within the project schedule, are to be coordinated in written form with the Customer in advance (at least 1 week in advance).

7.5.The Contractor shall immediately inform the Principal in written form if it can be recognized that the order cannot be realized or cannot be realized within the term specified in the individual contract (also in case of false or inconclusive information or other reasons jeopardizing the purpose of the contract). 

7.6.If the Contractor requires further information, items or documents, it shall immediately contact the Principal. After termination of the contract, the Contractor shall return all documents in its possession relating to the performance of the services without being requested to do so. The Contractor shall have no right of retention. 

7.7.In the event that the service is provided by persons who are not citizens of an EU country, the Contractor shall ensure for the entire term of the contract that the necessary permits and residence titles are available, e.g. residence permit, work permit, etc. This shall also apply in the event that the service is provided by persons who are not citizens of an EU country. This also applies in the event that the place of performance is not in the Federal Republic of Germany but in another country. The Contractor shall be responsible for obtaining the necessary residence permits and documents for its activities in the third country and shall indemnify the Principal against any costs incurred by the Principal as a result of a breach of this obligation. 

7.8.The Contractor shall be liable within the scope of the legal provisions for all damages caused by him. 

7.9.Upon conclusion of this contract, the contractor shall prove to the Principal by handing over a copy of the insurance policy that he has taken out a professional liability insurance for personal injury, property damage and damage to property in the amount of at least € 250,000.  

The statutory regulations shall apply.

9.1.The Parties agree that the Principal shall acquire all rights, in particular the exclusive, temporally and spatially unlimited rights of use and exploitation with regard to industrial property rights and copyrights, to the project performance rendered. The Principal shall thus also become the owner of the services. In particular, the Contractor shall transfer to the Principal the exclusive right to use the computer programs created by him and the documentation and descriptions produced by him for an unlimited period of time and territory, including market exploitation.

9.2.The same shall apply to the result of rework or extensions of existing programs, documentation and descriptions. Included in this grant of use and to be handed over are the associated preliminary studies, the source code and other accompanying materials for the programs created/edited in each case. 

9.3.The Principal shall be authorized on the part of the Contractor to make changes to the performance created/processed by it and its title. The Contractor waives its rights in this respect. The Principal accepts this waiver. 

9.4.The granting of use and the associated service shall be included in the remuneration agreed between the parties. The Contractor shall refrain from mentioning its name as author to the Principal. This shall also apply for the time after the termination of this contract. The Principal accepts this waiver. 

9.5.The Contractor warrants or ensures that any rights under § 12 (right of publication), § 13 (acknowledgement of authorship) and § 25 (access to works) of the Copyright Act will not be asserted. 

9.6.The Contractor hereby also declares its express consent that the Principal transfers the rights mentioned in the above paragraphs to the Customer.  

In the event of an infringement of a copyright or industrial property right by the Contractor or the personnel employed by the Contractor, the Contractor undertakes to procure for the Principal free of charge the right to continue to use the contractual performance or, if this should not be possible, to modify or replace the subject matter of the contract in such a way that the copyright or industrial property right is not infringed but the requirements for the subject matter of the contract are met in accordance with the subject matter of the performance. Until then, the Principal shall be entitled to withhold payments due.

10.1.The Contractor shall assume sole liability in the event of such an infringement of a copyright or industrial property right and the Contractor shall defend the Principal against all claims of third parties, insofar as the Principal does not defend itself and insofar as the third party consents to this. If a claim is made against the Principal by third parties due to the infringement of copyright or industrial property rights, the Contractor shall indemnify the Principal against all (damages) claims and shall bear all costs incurred in connection with such a claim (e.g. in connection with legal disputes). This shall apply accordingly in benefit of those who have been granted rights of use to the subject matter of the contract until then in accordance with the preceding clause.

10.2.The Contractor shall prove to the Principal at any time upon request that the software and hardware as well as documentation and documents (materials) used by it in the order are authorized for use, licensed and free of viruses, insofar as this is possible according to the state of the art. The Contractor shall be liable to the Principal and its customers for infringements of third party rights through the use of the above materials and shall indemnify the Principal against damages resulting from the infringement.

11.1.The Contractor shall keep all information and company secrets that comes to his knowledge in any way during the execution of this order about operational and business processes, technical facilities of the client, also insofar as this relates to the customer strictly confidential during and after his / her job. This also applies to all data relating to this contractual relationship, such as payment methods, hourly or daily rates, invoices, etc.

11.2.The Contractor shall be obliged to treat the documents and data of the Principal and the Customer provided to it within the scope of the order with due care and to keep them confidential. The Contractor shall not be permitted to copy these documents and/or data to third parties or to enable third parties to gain knowledge thereof. Documents shall be returned or destroyed at the end of the contract. This shall not apply to generally known data. 

11.3.The Contractor may only provide oral or written project information to outside third parties with the consent of the Principal. This refers in particular to the disclosure of internal information of the Principal. Any violation of this requirement shall result in the contractual penalty specified under 11.5.

11.4.The Contractor shall comply with the statutory provisions on data protection. He shall be bound to data secrecy (§ 5 of the Federal Data Protection Act) and shall declare, by signing, that he has received and taken note of the information sheet on data secrecy. 

11.5.All contractual and monetary details of this contract are also considered as data in the sense of section 11.1. In the event of a breach of this provision, the Principal shall be entitled to claim a contractual penalty of € 10,000. 

11.6.These obligations, shall continue to apply beyond the termination of the contract. 

The Contractor shall be obligated to commit its vicarious agents and other third parties employed by it to the aforementioned obligations pursuant to § 11 paras. 1 to 6 and shall prove this to the Principal upon request.

12.1.The Contractor shall not be obliged to work exclusively for the Principal. Rather, the Contractor shall be free to work for other clients itself or through third parties, unless this is contrary to project-specific characteristics or contractual obligations. 

12.2.The Contractor undertakes, for the duration of the respective individual contract and for a period of 12 months after its termination, not to carry out any independent or unindependent activity for the Principal's customer for the services specified in the individual contract or in any comparable manner. This also applies to the provision of activities by third parties directly or indirectly, as well as to the support of third parties in the solicitation of the Principal's customer. This does not apply to the commencement of activities to which the Principal consents in written form. The consent may not be unreasonably refused by the Principal.

12.3.The Contractor undertakes to pay a contractual penalty in the amount of € 35,000 (in letters: Euro thirty-five thousand) to the Principal for each case of infringement and culpable violation of the customer protection from item 12.2. This shall not affect the assertion of further claims. 

12.4.The Contractor shall oblige the personnel employed by it in the same way in accordance with the above paragraphs and shall be liable for their infringement in the same way as its own infringement (cf. above § 12 para. 2).

13.1.The Contractor agrees that its personal data may be automated, stored and processed by the Principal - and, if required, its customers - within the scope of the purpose of the contract.

14.1.All mutual claims arising from the contractual relationship and those connected with the contract shall be asserted in writing against the other party within 2 months of the claim arising at the latest. If the other party rejects the claim or does not explain itself within 2 weeks after assertion of the claim, the claim shall be forfeited if it is not asserted in court within 3 months after rejection or expiry of the deadline.

15.1.The Contractor may only assign rights and obligations under this contract with the written consent of the Principal.

15.2.The Contractor shall have rights of set-off only in respect of claims which have been finally determined by a court of law or which are undisputed. The Contractor shall only be entitled to rights of retention on the basis of counterclaims arising from the same individual contracts. 

16.1. The naming of the Principal's customer as a reference, the use of the trademark of the Principal's customer as well as publications about the subject matter of the contract shall require separate written approval by the Principal and shall apply until revoked. 

16.2.A revocation by the Principal is possible at any time without adherence to a certain period and without stating reasons.

17.1.There are no verbal agreements.

17.2.Amendments to the contract and ancillary agreements must be made in written form in order to be effective. This shall also apply to the cancellation/amendment of the written form requirement. 

17.3.This contract shall be governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction for all disputes arising in connection with this contract shall be Koblenz, as far as legally permissible.

17.4.Should any provision of this contract be invalid or unenforceable, the remaining provisions of the contract shall not be affected thereby. The contracting parties undertake to replace the invalid provision by a provision by which the intended purpose of the contract can be achieved as far as possible in a legally permissible manner. The same shall apply to any loopholes in this contract. 

17.5.The place of performance and jurisdiction shall be the registered office of the Company of the Principal.