February 2024

Project Partner Agreement – Net Zero Innovation Hub

This Project Partner Agreement ("Agreement") is entered into between the following entities:

Party 1: [LEGAL ENTITY]

- Street X

- Postal code, City, Country

- Referred to as "Company"

Party 2: Net Zero innovation Hub

- Street X

- Postal code, City, Country

- Referred to as "NZIH" (Net Zero Innovation Hub)

Hereinafter, individually referred to as "Party" and collectively as "Parties."

-----------

Terms & Conditions for Project Membership in Net Zero Innovation Hub

1. Scope of this Agreement

The Parties intend to engage in the project: "Waste Heat Reuse from Data Centers" with the aim of developing solutions architecture to accelerate the reuse of excess heat from data centers and build a prototype solution.

Timeline: 18 months – 01.02.2024 – 31.07.2025

2. Purpose of Engagement

The primary objective is to collectively investigate, develop, and implement innovative solutions for the reuse of waste heat generated by data centers. Project members will be responsible for specific roles, tasks, and deliverables aligned with the project's goals.

3. Duration of Engagement

Anticipated to begin on February 1, 2024, and continue for 18 months, ending on July 31, 2025, with the possibility of extensions based on project progress.

4. Membership Costs

Project membership costs: 25,000 Euro for the 18-month duration.

5. Extension Fees

An additional fee of 8,000 Euro for every extra 6 months if the project extends beyond the initial 18 months.

6. Intellectual Property Rights

All intellectual property generated during the project will be jointly owned. Licensing or commercialization will be subject to separate agreements.

7. Confidentiality and Non-Disclosure

Project members agree to maintain the confidentiality of all proprietary information shared within the project. This includes but is not limited to research findings, data, methodologies, and any other sensitive information exchanged during the collaboration.

Exclusions:

Confidential Information does not include information that (i) is or becomes publicly available without a breach of this Agreement, (ii) can be shown by documentation to have been known to the Receiving Party without any confidentiality obligation at the time of its receipt from the Disclosing Party, (iii) is disclosed to the Receiving Party by any third party without any confidentiality obligation and who did not acquire or disclose such information by a wrongful or tortious act, or (iv) can be shown by documentation to have been independently developed by the Receiving Party without reference to or reliance upon any Confidential Information.

Use of Confidential Information:

The Receiving Party may use Confidential Information only for the Purpose and will not modify, reverse engineer, disassemble, decompile, create other works from, or determine the composition of any of the Disclosing Party’s Confidential Information. Except as provided in this Agreement, the Receiving Party will not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party will take all reasonable measures to avoid disclosure, dissemination, or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature.

Personnel:

The Receiving Party will restrict the disclosure of Confidential Information to each of its own and its Affiliates’ employees and subcontractors who (i) have a need to know the Confidential Information for the Purpose and (ii) are legally obligated to protect the Confidential Information to the same or greater degree as required under this Agreement. NZIH shall be liable for acts or omissions of its Affiliates, as well as anyone to whom NZIH or its Affiliates has disclosed Confidential Information, resulting in unauthorized disclosure and/or use of Confidential Information, as if such acts or omissions had been NZIH’s own. The Company shall be liable for acts or omissions of its Affiliates, as well as anyone to whom the Company or its Affiliates has disclosed Confidential Information, resulting in unauthorized disclosure and/or use of Confidential Information, as if such acts or omissions had been the Company’s own. The breaching Party’s liability includes liability for damages suffered by an Affiliate of the other Party.

Ownership of and Liability for Confidential Information:

All Confidential Information will remain the exclusive property of the Disclosing Party. Disclosing Party’s disclosure of Confidential Information will not constitute an express or implied grant to the Receiving Party of any rights to or under Disclosing Party’s patents, copyrights, trade secrets, trademarks, or other intellectual property rights. All Confidential Information is provided “AS IS.”

Notice of Unauthorized Use:

The Receiving Party will notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement. The Receiving Party will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use and disclosure.

Return of Confidential Information:

The Receiving Party will delete all electronic data embodying Confidential Information and will return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies, and excerpts of Confidential Information) without undue delay following the expiry or termination of this Agreement or the Disclosing Party’s written request. The Parties shall ensure that any entity, which as an Affiliate of such Party has received Confidential Information under this Agreement, without undue delay returns or destroys such Confidential Information as soon as it is no longer an Affiliate. Notwithstanding anything to the contrary under this Clause 9, latent data such as deleted files, and other non-logical data types, such as memory dumps, swap files, temporary files, printer spool files, and metadata that can only be retrieved by computer forensics experts and is generally considered inaccessible without the use of specialized tools and techniques will not be within the requirement for deletion, return, or destruction of Confidential Information as set forth by this Clause 9. Furthermore, each Receiving Party may retain copies of Confidential Information that it is required to retain according to applicable law or requirements of a regulatory authority. The provisions of this Agreement shall continue to apply to any Confidential Information retained by the Receiving Party pursuant to this third paragraph.

8. Code of Conduct

All project members are expected to adhere to a code of conduct that fosters a collaborative and inclusive working environment.

9. Termination of Engagement

Either party may terminate the engagement with a 3-month notice. The Net Zero Innovation Hub reserves the right to terminate for non-compliance or breach of terms.

10. Dispute Resolution

In case of disputes, mediation will be pursued, followed by arbitration if needed.

11. Payment Details

The project membership fee must be paid within 1 month of receiving the invoice. Late payments may result in the suspension of membership privileges.

12. Amendments to Terms and Conditions

Mutual consent is required for any amendments, which will be promptly communicated to all parties.

13. Governing Law

This Agreement shall be governed in accordance with substantive Danish law. All disputes arising in connection with this Agreement shall be finally settled under the rules of Arbitration of The International Chamber of Commerce. The seat of arbitration shall be Copenhagen, Denmark. English shall be the language to be used in the arbitration proceedings. The award rendered by arbitrator(s) shall be final binding upon the Parties hereto. Notwithstanding the requirement to arbitrate, the Parties may seek injunctive or equitable relief from any court of competent jurisdiction. The Parties may refer the enforcement of any arbitral award to any competent court.