Introduction

It is hereby agreed by and between ExoVibe BV  and its affiliates (collectively, “EXOVIBE”) and you (hereinafter referred to as the “CUSTOMER”) that EXOVIBE shall provide the services specified in the task order to this master agreement to the CUSTOMER, subject to the following terms and conditions.

EXOVIBE and CUSTOMER are individually referred to as a “Party” and collectively referred to as “the Parties”.

1. Nature of the Agreement

EXOVIBE shall on behalf of CUSTOMER, fully independent without supervision, and entirely at their own risk, provide services as may be designated by CUSTOMER in the field of engineering, computerization and consultancy to the CUSTOMER and/or the clients of the CUSTOMER. The services shall be specified more precisely in the task order to this master agreement which is endorsed by both Parties and is in itself a part of the contract.

Except as otherwise set forth in 14. Relationship of the Parties, it is explicitly understood by both Parties that this master agreement does not establish an exclusive relationship between the Parties and does not prohibit any Party from establishing similar services. CUSTOMER may choose to use the services of EXOVIBE or not and is under no obligation to EXOVIBE except as set forth in the master agreement. Both Parties agree and understand that CUSTOMER does not ensure a minimum of man-days in the task order related to this master agreement.

2. Duration

This contract shall take effect on the date specified in the task order to this master agreement and will remain valid for an unspecified period of time, unless terminated earlier by either Party under the terms and conditions described in the task order or 12. Termination and 13. Premature Cessation of this master agreement.

3. Task Order

Each task order entered into on the basis of this master agreement shall be designated with a task order number, location at which services are to be provided, the daily or hourly tariff exclusive of VAT as agreed between the Parties, the term of validity thereof, the duration of said services and, if applicable, the minimum daily or hourly input per week throughout this duration, including an option to extend this period if necessary, the name of the representative of CUSTOMER for the task order at hand, billing address as well as any other special provisions concerning said assignment.

The duration of assignments shall be as set out in the task order to this master agreement. The task order shall cease automatically and immediately on the expiry date of the agreed term as specified in the task order to the master agreement.

The collaboration may always be extended by both Parties for a further period to be specified in the said task order to the master agreement.

4. Provision of Services

The services shall be provided at the premises of CUSTOMER and/or the premises of the clients of CUSTOMER, unless otherwise determined in writing.

Consultants deployed by the EXOVIBE shall at all time comply with all relevant directions as issued by CUSTOMER or the clients of CUSTOMER with the house rules applicable to their workplace.

5. Non-Disclosure Agreement

EXOVIBE shall at all times hold in the strictest of confidence and not disclose to third parties all matters (hereinafter referred to as the “Information”) coming to their attention in relation to CUSTOMER and/or the clients of CUSTOMER and the job at hand, which might come to light during the course of each assignment arising out of this master agreement.

EXOVIBE shall exercise the highest degree of care in safeguarding the Information and will mark any of the Information with an appropriate proprietary or confidential notice.

EXOVIBE shall likewise apply the same constraints to any consultant assigned and to others with whom he has dealings regarding the contract and the execution thereof.

In the event that the collaboration is terminated for whatever reason, EXOVIBE shall immediately return or destroy the Information, including all copies, reproductions, summaries, analyses or extracts thereof or based thereon to CUSTOMER and/or the clients of the CUSTOMER.

The obligations set out in this article shall apply for a period of three (3) years from the end of this master agreement.

6. Intellectual and Industrial Property

The copyright and any other intellectual or industrial property rights on whatever system, program, instructions and reports, together with any results and documentation obtained and information contained therein, arising from this agreement or the relevant task order in question, shall be held by CUSTOMER.

EXOVIBE declares his willingness to co-operate insofar as is necessary in the assignment of the above rights. EXOVIBE shall not obstruct any future use and/or development of such transferred rights.

7. Fees

The fees payable to EXOVIBE shall be in accordance with the rates set out in the task order to this master agreement. The prices are expressed in Euro (EUR).

The fees shall include all accommodation expenses, as well as any travel costs to and from work within Belgium, unless otherwise specified in the task order. Travel costs to and from work means the transport costs of EXOVIBE from his home/office to the premises of CUSTOMER, as provided for in the master agreement, and vice versa. The fees do not include the travel costs not falling within the scope of the previous definition. Any other expenses always need to be approved up front by CUSTOMER.

The fees provided in the task order to this master agreement are exclusive VAT.

8. Project Activity Reports

EXOVIBE shall keep a monthly account of services performed and record these in project activity reports issued by CUSTOMER, if applicable.

EXOVIBE shall inform CUSTOMER immediately by mail each time a problem occurs as part of its mission as described in the related task order with CUSTOMER.

9. Invoices

EXOVIBE shall invoice on a monthly basis. If applicable, invoices can only be processed in combination with the monthly project activity reports endorsed as appropriate by CUSTOMER.

CUSTOMER will ensure invoices are paid within a period of 30 days of their receipt date and, if applicable, based on activity reports as endorsed by CUSTOMER. If CUSTOMER fails in his obligation to pay on time, CUSTOMER shall be liable to pay interest for overdue payment at half a percent (0,5%) interest rate per day to EXOVIBE to the amount owed to EXOVIBE.

Payment shall be issued upon receipt of invoices at the physical and/or electronic billing address specified in the task order related to this master agreement.

10. Liability

EXOVIBE is fully responsible for any faults or defects in services rendered for studies, calculations, plans, analyses or other documents made by it beforehand, with reference to the accepted assignments.

EXOVIBE is responsible for the quality of the assignments it will perform.

EXOVIBE shall achieve its missions assigned by the CUSTOMER under the present master agreement in a professional manner and thus with care, diligence and skill that might reasonably be expected from a company with domain-specific knowledge and experience.

EXOVIBE will indemnify CUSTOMER against liability regarding professional negligence, non-execution or mal-execution of the assignments by EXOVIBE or regarding his unlawful actions.

EXOVIBE and/or its consultants must subscribe to a professional liability insurance. CUSTOMER may at any time demand to see the relevant certificate form of the professional liability insurance from EXOVIBE and/or its consultants.

If EXOVIBE causes damage to CUSTOMER and/or the clients of CUSTOMER requiring indemnity from a professional liability, EXOVIBE will indemnify CUSTOMER and/or the clients of CUSTOMER through its professional liability insurance.

EXOVIBE can only plead ‘Force Majeure’ or other unforeseen circumstances insofar as CUSTOMER too can plead so with respect to its clients.

EXOVIBE as well as the executor will be in accordance with all Belgian legal and social determinations enforced by the government and indemnify CUSTOMER against any claims or penalties arising there from.

EXOVIBE undertakes to strictly comply at all times with its obligations to the Tax Authorities in relation to VAT and income tax and shall indemnify CUSTOMER against any claims or liabilities concerning payment of tax and/or contributions payable by EXOVIBE in relation to the services provided, as defined in 1. Nature of the Agreement.

11. Force Majeure

In the event of ‘Force Majeure’, the obligations of the affected Party in pursuance of this master agreement shall remain partially or fully suspended throughout the duration thereof, each Party being exempt from any claims for damages arising there from. Either of the Parties thus affected shall inform the other in writing and furnish evidence as appropriate.

If the conditions of the ‘Force Majeure’ prevail for more than fifteen (15) calendar days and the Parties have been unable to reach an equitable solution, the other Party shall have the right to terminate this master agreement.

‘Force Majeure’ shall not include any default or delay in the fulfillment of contractual obligations delegated by either of the Parties to a third party, unless the third party in question can show that such default or delay is a direct result/consequence of a proven event of ‘Force Majeure’.

12. Termination

Each Party may terminate this agreement provided advance notice of at least twenty (20) working days is given. The Parties shall not have to give reasons for such premature termination of contract and shall not be liable for any costs arising there from. In case of non-compliance with such notice period, the Parties will be entitled to claim a lump sum equivalent to the notice period specified in the related task order per working day not made.

If there is a task order for which the Parties have obligations that extend beyond such termination date, the terms of this master agreement shall continue to apply to such task order until such obligations are satisfied.

Every decision of termination of the master agreement must be notified by registered letter to the other Party or by mutual consent agreement, signed by both Parties.

13. Premature Cessation

Either Party shall be entitled, without prejudice to any other rights it may have to terminate the master agreement forthwith and without further proof of default, wholly or partly and with immediate effect by notice in writing to the other party, without a court intervention or additional formality and without any indemnity being due:

• In the event of ‘Force Majeure’ claimed by one of the parties pursuant to 11. Force Majeure of this master agreement.
• In the event of either Party declaring suspensions of payments where the other Party is declared bankrupt.
• In the event of non-compliance by either of the Parties with any outstanding obligations arising from the agreement and the fulfilment thereof, where such non-compliance is shown to be of such a serious nature that the agreement cannot reasonably be claimed to have been complied with, or due to failure in fulfilling these obligations or in taking appropriate steps to rectify matters.

CUSTOMER shall be entitled, without prejudice to any other rights it may have, to terminate the agreement forthwith and without further proof of default, wholly or partly and with immediate effect by notice in writing to EXOVIBE, without a court intervention or additional formality and without any indemnity being due:

• Where EXOVIBE fails to comply to the internal rules of CUSTOMER and/or its clients.
• Where EXOVIBE fails to comply with the obligations detailed in 11. Force Majeure of this master agreement.
• Where the substantial non-performance, misconduct or serious breach of trust of EXOVIBE has been proven.

Every decision of premature cessation of the master agreement must be notified by registered letter to the other Party or by mutual consent agreement, signed by both Parties.

Without prejudice to 12. Termination of this master agreement, the termination of this master agreement under 13. Premature Cessation shall automatically involve the termination of the task order without any indemnity being due.

14. Relationship of the Parties

None of the provisions of this master agreement can be interpreted as indicating the intent of the Parties to form a company, association or joint venture neither authorize a Party to act as a representative of the other Party, unless specifically requested by the other Party in writing for specific tasks.

None of the Parties has the right to act in the name or on behalf of the other Party, unless specifically requested by the other Party in writing for specific tasks.

15. Equipment

CUSTOMER shall provide EXOVIBE with the necessary equipment to perform the tasks required by CUSTOMER.

EXOVIBE shall handle all provided equipment by CUSTOMER with care and shall be liable for non-technical and non-usage damage to the equipment provided by CUSTOMER.

16. Vacations

Vacations will be taken with the agreement of CUSTOMER. In fact, the holidays of EXOVIBE cannot have any impact on the effective functioning of the tasks requested by CUSTOMER as described in the task order.

17. General

The task order as defined in this master agreement forms an integral part of this master agreement.

In the event of a contradiction between the master agreement and its task order, the provisions of the task order will prevail.

Any amendments or additions to this master agreement or to any task order arising there will be deemed valid only insofar as they are the subject to agreement in writing by both Parties.

The Parties agree to consider messages received by fax or by email, and more generally the electronic documents exchanged between them, as original writings within the meaning of Article 1322 of the Belgian Civil Code, that is, they have the same value as granted to the original. The Parties agree to keep faxes or email writings so that they can provide good and sustainable copies. The Parties recognize that this contract and/or the orders associated may be signed using a digital signature tool and that they provide a simple written presumption of origin.

If any provision of the master agreement is held to be invalid, illegal or unenforceable in whole or in part, the validity of the remaining provisions shall not be affected. In such an event, the Parties shall amend the invalid, illegal or unenforceable provisions or any part thereof and/or agree on a new provision in such a way as to reflect insofar as possible the purpose of the invalid, illegal or unenforceable provisions.

EXOVIBE will not cede or transfer its rights and obligations devolved under this master agreement to a third party without a written prior consent of CUSTOMER. Otherwise, such a cession or transfer will be considered null and void.

Any failure or delay by a Party in exercising any right under this contract, any single or partial exercise of any right under this contract or any partial reaction or absence of reaction by a party in the event of a violation by the other Party of one or more provisions of this master agreement, shall not operate or be interpreted as a waiver (either express or implied, in whole or in part) of that Party’s rights under this master agreement, nor shall it preclude any further exercise of any such rights. Any waiver of a right must be express and in writing.

This master agreement represents the entire agreement and understanding between the Parties and supersedes and extinguishes all proposals, previous agreements, understandings and negotiations between the Parties in respect of the subject matter hereof.

The provisions of 5. Non-Disclosure Agreement, 6. Intellectual and Industrial Property and 10. Liability of this master agreement shall survive the termination of this master agreement.

18. Protection of the Environment

EXOVIBE is required to comply with the applicable regional, federal and European environmental regulations relevant to the mission as described in the task order.

EXOVIBE shall apply the best environmental measures for carrying out services in order to save energy, water and other resources, avoid waste and the use of substances harmful to the ozone, and limit the release of greenhouse gases, toxic substances and other substances harmful to health or the environment.

19. Notices

A notice given under or in connection with this master agreement:

• Shall be in writing in the English, French or Dutch language and signed by or on behalf of the Party giving notice.
• Shall be delivered by means of a registered letter.

20. Applicable Law and Disputes

This master agreement is subject to Belgian law.

The Parties shall attempt in good faith to resolve, through direct negotiation, any dispute concerning the establishment, interpretation or performance of this master agreement or other agreements arising there from, together with any other dispute in relation to or concerning this master agreement, be it legal or factual or both, shall be submitted for arbitration to the relevant adjudicator at the Brussels court.

If the matter cannot be resolved through mediation, any dispute in relation to or concerning this master agreement shall be settled by the competent court of Belgium in Brussels.

This article shall not prevent either Party from initiating proceedings to obtain urgent or interim measures.