Framework Agreement - Temporary staffing for Software Testing incl. Annexes.pdf

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Template: Framework Employee Leasing Agreement

This Framework Employee Leasing Agreement (hereinafter "Framework Agreement") is entered into between

TSCNET Services GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated and existing under the laws of Germany, registered with the commercial register under HRB 214951 and having its registered office at Weihenstephaner Str. 9, 81673 Munich, Germany, represented by its Managing Directors Uwe Zimmermann and Dieter Weiß,

and

the [NAME OF THE TENDERER]

[LEGAL FORM] incorporated and existing under the laws of [JURISDICTION], having its registered office at [ADDRESS], represented by [REPRESENTATIVES]

All companies listed in Annex 1 shall hereinafter be referred to individually as "Lender", “Preferred Partner” or “Secondary Partner” and collectively as "Lenders". TSCNET Services GmbH shall hereinafter be referred to as “TSCNET”. TSCNET and the Lenders shall be jointly referred to as "Parties".

PREAMBLE

TSCNET Services GmbH is a Regional Coordination Centre for the Central European System Operation Region, established by its shareholder Transmission System Operators to ensure cross- border operational planning, risk management, and coordination in accordance with applicable EU network codes and methodologies. In order to fulfil its tasks, TSCNET, from time to time, requires the leasing of qualified personnel with specific professional profiles in the field of Software Testing Services. This Framework Agreement forms the legal basis for commissioning the required employee leasing services.

Each Lender was selected through a public procurement procedure (EU publication number [XXX/S XXX–XXXXXX]). The complete procurement procedure comprised a single lot covering two Personnel Profiles in the field of Software Testing, as set out in Annex 2. Two Lenders that submitted the most economically advantageous tenders in accordance with the evaluation criteria set out in the Procurement Documents were admitted as contracting parties to this Framework Agreement.

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The Lender that submitted the most economically advantageous tender shall be designated as the Preferred Partner, and the Lender that submitted the second most economically advantageous tender shall be designated as the Secondary Partner, as set out in Annex 1. The deployment of each individual Temporary Worker shall be governed by a separate Individual Deployment Agreement concluded on the basis of and in accordance with this Framework Agreement, following the cascading call-off procedure set out in Section 5, pursuant to which the Preferred Partner for the relevant Personnel Profile is approached first, and the Secondary Partner only where the Preferred Partner is unable to fulfil the Call-Off Request.

The Procurement Documents as listed in Section III of the Bidding Conditions and each Lender's offer attached as Annex 3 to this Framework Agreement supplement the provisions of this Framework Agreement and contain further information on the requirements that TSCNET seeks to fulfil by procuring the employee leasing services.

This Framework Agreement governs the essential rights and obligations of the Parties for the future deployment of Temporary Workers pursuant to the Personnel Profiles set out in Annex 2.

Therefore, it is agreed as follows:

Table of contents

1. Purpose of this Framework Agreement .................................................................................... 3

2. Employee Leasing Permit ....................................................................................................... 3

3. Contractual Components ....................................................................................................... 4

4. Definitions ............................................................................................................................. 4

5. Call-Off Request and Individual Deployment Agreement ......................................................... 5

6. Framework Volume ...............................................................................................................10

7. Remuneration and Payment ..................................................................................................10

8. Change Request ....................................................................................................................11

9. Duties of TSCNET ..................................................................................................................11

10. Duties of the Lender ...........................................................................................................12

11. Recall and Replacement of Temporary Workers ..................................................................14

12. Rights in Working Results ...................................................................................................14

13. Third Party Intellectual Property Rights ...............................................................................15

14. Data Protection .................................................................................................................15

15. Information Security and ISO 27001 Certification ................................................................16

16. Term, Termination and Post-Termination ............................................................................16

17. Miscellaneous ...................................................................................................................17

18. Annexes ............................................................................................................................18

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1. Purpose of this Framework Agreement

1.1 TSCNET wishes to lease qualified personnel ("Temporary Workers") on the basis of and in accordance with the German Temporary Employment Act (Arbeitnehmerüberlassungsgesetz – "AÜG"), respectively the locally applicable laws on employee leasing. Each Lender agrees to lease Temporary Workers matching the respective Personnel Profile for which it was admitted as a contracting party to TSCNET on the terms and conditions of this Framework Agreement and its Annexes.

1.2 This Framework Agreement establishes the general terms and conditions governing the leasing of Temporary Workers by the Lenders to TSCNET. The deployment of each individual Temporary Worker shall be governed by a separate Individual Deployment Agreement concluded on the basis of and in accordance with this Framework Agreement, following the cascading call-off procedure set out in Section 5.

1.3 The Procurement Documents, as defined under Section III of the Bidding Conditions, as amended and/or supplemented during the procurement procedure, shall form an integral part of this Framework Agreement.

1.4 This Framework Agreement does not grant any Lender an exclusive right to provide Temporary Workers to TSCNET. There is no minimum purchase obligation for TSCNET under this Framework Agreement. The commissioning of Individual Deployment Agreements is at TSCNET's sole discretion.

1.5 Individual Deployment Agreements shall be awarded to the Preferred Partner or, if the Preferred Partner is unable to fulfil a Call-Off Request, to the Secondary Partner, in each case in accordance with the cascading call-off procedure set out in Section 5.

2. Employee Leasing Permit

Each Lender holds a valid permit for commercial employee leasing in accordance with § 1 AÜG, respectively fulfils the statutory requirements on permission and/or registration pursuant to the locally applicable laws on employee leasing. Each Lender undertakes to inform TSCNET immediately about any changes concerning such permit or registration (as applicable), especially in case the permit or registration is revoked, not extended, withdrawn or otherwise rendered invalid. A copy of each Lender's current permit or registration (as applicable) is attached to their offers as part of Annex 3 and shall be updated upon each renewal or new Individual Deployment Agreements.

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3. Contractual Components

3.1 The contractual rights and obligations of the Parties are set out in the following documents, which form an integral part of this Framework Agreement. If individual provisions of the named documents contradict each other, the provision of the document named first in the following list shall apply, unless expressly stated otherwise:

(a) the Procurement Documents as set out in Section III of the Bidding Conditions, if applicable;

(b) the concluded Individual Deployment Agreements in accordance with the form for Individual Deployment Agreements (Annex 4);

(c) this Framework Agreement including its subordinate Annexes not otherwise specifically listed in this section 3.1;

(d) the Lender's offers, including the price sheets (Annex 3).

3.2 Each Lender's general terms and conditions do not apply. This is valid also in case of references to such general terms and conditions in standard documents (e.g., automated information, forms, orders, and order confirmations). This applies to this Framework Agreement as well as to all Individual Deployment Agreements placed on the basis of this Framework Agreement.

3.3 To the extent that this Framework Agreement refers to provisions concerning Individual Deployment Agreements, these provisions shall apply to each Individual Deployment Agreement concluded under this Framework Agreement. To the extent that provisions of this Framework Agreement refer to a single Lender, those provisions shall apply to each Lender in respect of Personnel Profiles for which it is admitted as a contracting party.

4. Definitions

The following expressions shall, unless the context otherwise admits, have the following meanings:

4.1 “Personnel Profiles" means the personnel profile descriptions as set out in Annex 2.

4.2 "Call-Off Request" means a request issued in writing or in text form (including email) by TSCNET to the Preferred Partner (and, where applicable, to the Secondary Partner) for the deployment of a Temporary Worker matching the requirements of the relevant Personnel Profile, substantially in the form set out in Annex 4.

4.3 "Essential Working Conditions" shall have the meaning ascribed to it in § 12(1) AÜG, respectively in the corresponding statutory provisions of locally applicable laws on employee leasing. The Essential Working Conditions for the specific deployment are attached to each Individual Deployment Agreement, if legally required pursuant to applicable local law.

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Framework Agreement, following the cascading call-off procedure set out in Section 5, for the deployment of a specific Temporary Worker, substantially in the form set out in Annex 4.

4.5 "Lenders" means, collectively, all contracting parties to this Framework Agreement that are not TSCNET. In the context of a Individual Deployment Agreement, "Lender" refers to the respective contracting party admitted for the relevant Personnel Profile.

4.6 "Preferred Partner" means the Lender that submitted the most economically advantageous tender in the procurement procedure, as designated in Annex 1 to this Framework Agreement. The Preferred Partner is the first point of contact for any Call-Off Request.

4.7 "Secondary Partner" means the Lender that submitted the second most economically advantageous tender in the procurement procedure, as designated in Annex 1 to this Framework Agreement. The Secondary Partner is approached only if the Preferred Partner has confirmed, in accordance with Section 5.5, that it is unable to fulfil the relevant Call- Off Request.

4.8 "Temporary Worker" means any natural person employed by a Lender and deployed at TSCNET pursuant to an Individual Deployment Agreement.

4.9 "Working Results" means all products, documents, materials and other work results generated by a Temporary Worker in connection with the services provided under this Framework Agreement and any Individual Deployment Agreement.

5. Call-Off Request and Individual Deployment Agreement

5.1 General

A specific deployment of a Temporary Worker is established exclusively by a separate written Individual Deployment Agreement based on and in accordance with this Framework Agreement and the requirements of the AÜG, respectively the locally applicable laws governing employee leasing. Individual Deployment Agreements are placed exclusively by TSCNET. No other entities are authorised to call off employee leasing services under this Framework Agreement.

For each Personnel Profile, Individual Deployment Agreements are awarded following the cascading call-off procedure set out in Sections 5.3 to 5.6 below. There is no minimum call-off obligation for TSCNET. The decision to issue a Call-Off Request, and the timing thereof, is at TSCNET's sole discretion.

5.2 Continuity of Manual Tester Allocations

Where Temporary Workers have previously been deployed under an Individual Deployment Agreement and have successfully completed the onboarding and system

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familiarization required for a specific project, TSCNET may, subject to its actual project requirements and operational needs, request that the Lender propose the same Temporary Workers for subsequent testing activities relating to the same project.

Such preference is intended solely to promote operational efficiency, preserve project- specific knowledge and avoid unnecessary onboarding and familiarization efforts. All onboarding, re-onboarding and system familiarization activities shall be organized and borne by the Lender at its own expense.

Testing activities are project-driven and may occur intermittently, including periods during which TSCNET has no demand for testing services. No continuous deployment, minimum workload, minimum assignment period or subsequent engagement of any Temporary Worker is guaranteed. Each deployment shall be subject to a separate Individual Deployment Agreement and to TSCNET's actual requirements at the relevant time.

During periods in which no deployment is requested by TSCNET, the Lender shall remain fully responsible for its personnel and workforce planning and shall be free to deploy the relevant Temporary Workers to other clients or assignments.

5.3 Where subsequent testing activities arise within the same project, including in connection with later releases, test cycles or testing phases, TSCNET may, where feasible and provided that the relevant Temporary Workers are available and continue to satisfy the applicable Personnel Profile requirements, give preference to personnel who have previously worked on that project. Such preference shall not create any obligation on TSCNET to re-engage any particular Temporary Worker, nor any obligation on the Lender to reserve, retain or otherwise keep specific personnel available for future assignments absent an expressly agreed Individual Deployment Agreement.

5.4 Preferred Partner and Secondary Partner

5.4.1 The designation of the Preferred Partner and the Secondary Partner is determined exclusively by the outcome of the procurement procedure on the basis of the ranking of the tenders assessed as most economically advantageous. The designation is set out in Annex 1.

5.4.2 The Preferred Partner shall in all cases be approached first with any Call-Off Request for the relevant Personnel Profile. The Secondary Partner may only be approached if the Preferred Partner has confirmed its inability to fulfil the Call-Off Request in accordance with Section 5.4.

5.4.3 The designation as Preferred Partner or Secondary Partner relates solely to the order of priority in the call-off procedure. It does not affect the substantive obligations of either Lender under this Framework Agreement once they have been validly approached. In particular, both the Preferred Partner and the Secondary Partner are subject to the general obligations of a Lender set out in Sections 9 through 16 of this Framework Agreement.

5.5 Monthly Resource Planning

TSCNET and each Lender conduct monthly resource-plannings. TSCNET shall use

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reasonable efforts to provide (a) a detailed forecast for the following month and (b) an non- bindung indicative forecast for the following quarter. Forecasts may identify the Professional Profile (Quality), expected quantity, anticipated start date and expected duration. The Lender shall use the forecasts for capacity planning and notify TSCNET of known availability constraints. Forecasts are non-binding and become binding only upon execution of an Individual Deployment Agreement.

5.6 Issuance of a Call-Off Request

5.6.1 When TSCNET requires a Temporary Worker, it shall issue a Call-Off Request to the Preferred Partner. The Call-Off Request shall be issued using the form for the Individual Deployment Agreement set out in Annex 4 and shall specify, at a minimum, the following information:

(a) Individual Deployment Agreement reference number;

(b) the Personnel Profile required;

(b) the description of the activities (Annex 2) designated for the Temporary Worker;

(c) the required professional qualifications (Annex 2);

(d) the proposed place and period of deployment;

(e) the proposed regular weekly working time, which shall, unless otherwise agreed, be 40 hours per week based on 8.0 hours per working day;

(f) the applicable daily rate from the Preferred Partner's offer (Annex 3);

(g) the Essential Working Conditions at TSCNET (as attached to the respective Individual Deployment Agreement), if legally required pursuant to applicable local law.

5.6.2 Upon receipt of the Call-Off Request, the Preferred Partner shall immediately review it and is obliged to point out any information that is missing and required for the preparation of its response. TSCNET shall subsequently provide any missing required information. TSCNET is not obliged to accept any suggestions for additions or changes to the Call-Off Request made by the Preferred Partner.

5.7 Preferred Partner´s General Obligation to Fulfil

5.7.1 The Preferred Partner is, as a matter of principle, obliged to fulfil each Call-Off Request by providing a Temporary Worker who meets the qualification and experience requirements as set out in (Annex 2) within two (2) weeks of receipt of the Call-Off Request. This obligation applies irrespective of whether the Preferred Partner has an immediately available candidate at the time of the Call-Off Request; the Preferred Partner shall undertake all reasonable efforts to identify and deploy a suitable Temporary Worker within this confirmation period.

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5.7.2 The Preferred Partner shall notify TSCNET within the confirmation period of either:

(a) its ability to provide a suitable Temporary Worker by completing the template Individual Deployment Agreement with the name of the proposed Temporary Worker and attaching that Temporary Worker's curriculum vitae together with all further supporting documentation evidencing the Temporary Worker's qualifications and experience in relation to the requirements of the relevant Personnel Profile; or

(b) its inability to fulfil the Call-Off Request, setting out the specific objective reasons why it is unable, despite reasonable efforts, to identify and provide a suitable Temporary Worker (e.g., no suitable candidate available on the labour market within the required timeframe, force majeure).

5.7.3 A mere general reference to capacity constraints or commercial considerations does not constitute an objective reason within the meaning of Section 5.4.2(b). TSCNET may dispute the stated reasons and, in the event of unjustified refusal, TSCNET's rights under Section 16.3 (termination for good cause).

5.7.4 If the Preferred Partner fails to respond within the confirmation period as set out in Section 5.4.1, its silence shall be treated as an inability to fulfil the Call-Off Request, and TSCNET shall be entitled to immediately approach the Secondary Partner in accordance with Section 5.5.

5.7.5 In the event that the Preferred Partner confirms its ability to provide a suitable Temporary Worker in accordance with Section 5.4.2(a), the Parties shall proceed to conclude the Individual Deployment Agreement in accordance with Section 5.7. The Secondary Partner shall not be approached.

5.8 Secondary Partner´s General Obligation to Fulfil

5.8.1 Where the Preferred Partner has confirmed its inability to fulfil a Call-Off Request in accordance with Clause 5.4.2(b), or where such inability is deemed confirmed pursuant to Clause 5.4.4, TSCNET shall notify the Secondary Partner accordingly and issue the same Call-Off Request to it. Such Call-Off Request shall be based on the Secondary Partner's offer and price sheet (Annex 3) for the relevant Personnel Profile.

5.8.2 The Secondary Partner is, as a matter of principle, likewise obliged to fulfil the Call-Off Request by providing a Temporary Worker who meets the qualification and experience requirements as set out in Annex 2. The Secondary Partner is afforded an extended confirmation period of four (4) weeks from receipt of the Call-Off Request in order to identify and confirm the availability of a suitable Temporary Worker.

5.8.3 The Secondary Partner shall notify TSCNET within the confirmation period as set out in Section 5.5.2 of either:

(a) its ability to provide a suitable Temporary Worker, by completing the template Individual Deployment Agreement with the name of the proposed Temporary Worker and attaching that Temporary Worker's curriculum vitae together with all

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further supporting documentation evidencing the Temporary Worker's qualifications and experience in relation to the requirements of the relevant Personnel Profile, or

(b) its inability to fulfil the Call-Off Request, setting out the specific objective reasons why it is unable, despite reasonable efforts, to identify and provide a suitable Temporary Worker.

5.8.4 Sections 5.4.3 and 5.4.5 shall apply accordingly to the Secondary Partner.

5.8.5 Should the Secondary Partner likewise confirm its inability to fulfil the Call-Off Request for objective reasons, the procedure set forth in Section 5.6 shall apply.

5.9 Fallback Procedure – Award to Third Parties

5.9.1 If the Call-Off Request cannot be fulfilled by the Preferred Partner or the Secondary Partner justifiably or unjustifiably, TSCNET shall be entitled, in accordance with public procurement law, to contract third parties to provide the required temporary work services.

5.10 Conclusion and Ending of Individual Deployment Agreements

5.10.1 Where the Preferred Partner pursuant to Section 5.4.2(a), the Secondary Partner pursuant to Section 5.5.3(a), has confirmed the Call-Off Request by completing the template for the Individual Deployment Agreement, TSCNET shall review the information relating to the proposed Temporary Worker and, in the absence of any objections, shall execute the Individual Deployment Agreement. Should the proposed Temporary Worker demonstrably fail to meet the applicable requirements, TSCNET shall be entitled to request an immediate replacement. Any claim for damages arising from the late provision of a suitable Temporary Worker shall remain unaffected.

5.10.2 An Individual Deployment Agreement shall end upon:

(a) expiry of the deployment period agreed therein;

(b) mutual written agreement of the Parties;

(c) extraordinary termination for good cause of this Framework Agreement or the relevant Individual Deployment Agreement in accordance with Section 16 of this Framework Agreement; or

(d) automatic termination upon the Temporary Worker reaching the legally permissible maximum deployment duration pursuant to § 1(1b) AÜG, respectively to the locally applicable provisions on employee leasing, if any, without a separate notice of termination being required.

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5.11 Amendment of Individual Deployment Agreements

Any amendments to Individual Deployment Agreements shall be recorded in written form in accordance with § 126 BGB or by simple electronic signature in accordance with § 127(3) BGB (e.g. DocuSign) and shall be subject to the terms and conditions of this Framework Agreement and the Individual Deployment Agreements. The Parties shall observe the admissibility limits under public procurement law pursuant to § 132 German Act against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen – “GWB”).

6. Framework Volume

The indicative forecast Quantities, any binding Minimum and the Maximum Volume are set out in Annex 5. Except for an expressly stated Minimum Volume, estimates, forecasts and profile-level distributions do not create a purchase obligation. The aggregate Maximum Volume shall not be exceeded except where permitted by applicable procurement law. Reaching the Maximum Volume does not by itself entitle either Party to exceed it; there is no payment obligation for TSCNET resulting from services provided above the Maximum Volume.

7. Remuneration and Payment

7.1 As consideration for the leasing of a Temporary Worker pursuant to an Individual Deployment Agreement, TSCNET shall pay to the relevant Lender the remuneration agreed in the respective Individual Deployment Agreement, which shall correspond to the daily rate set out in the concluding Lender's offer and price sheet (Annex 3), plus VAT at its ever-current rate and as applicable. The daily rate covers a work performance of 8 hours per day by the Temporary Worker. The work is remunerated on a time and material basis, in the amount of the corresponding proportion of the daily rate according to the Temporary Worker’s approved time records.

7.2 The agreed daily rates include all costs and effort associated with the enablement of Temporary Workers for the ordered services, including recruitment, administrative preparation, internal briefing, training and task familiarization and the onboarding of substituted Temporary Workers. No separate onboarding, mobilisation, handover, standby or availability fee shall be payable (“blended daily rates”).

7.3 By making the payment pursuant to Section 7.1 and 7.2 all resulting claims arising from the Framework Agreement and Individual Deployment Agreements during the billing period shall be deemed as settled. The Lender is responsible for the payment of all statutory, tax, and other charges that are applicable to the fees or other expenses.

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7.4 Billing is done on a calendar month basis. Within seven (7) business days after the end of each calendar month, the Lender is obliged to provide TSCNET with an overview of the time spent by the Temporary Worker during the respective month.

7.5 TSCNET will send the Lender an approval or substantiated disapproval of the monthly overview within seven (7) business days after receipt of the overview.

7.6 The Lender shall issue invoices within ten (10) business days after receipt of the approval of the monthly overview. Invoices shall be prepared in accordance with applicable tax (especially VAT) requirements and shall be sent to TSCNET via email (invoice@tscnet.eu). Each invoice shall quote as a reference the relevant Individual Deployment Agreement reference number and shall specify the month during which the invoiced time was delivered.

7.7 The remuneration claim stated in an invoice becomes due thirty (30) calendar days after receipt of the auditable invoice, unless TSCNET raises legitimate objections to the correctness of the invoice in text form (email sufficient) to the Lender within this period and requests the Lender to resubmit a corrected invoice within a reasonable period of time. In this case, the 30-day due period for the remuneration claim begins again upon receipt of the corrected invoice. The method of payment by TSCNET to the Lender shall be made by wire transfer to the account of the Lender.

8. Change Request

A change to scope, required quality, timing, working model, dependencies or deployment conditions that may affect cost, effort or schedule shall be documented in a written Change Request. The Change Request shall describe the requested change, cause, operational impact, price impact and schedule impact. The Lender shall not implement a chargeable change without TSCNET’s prior written approval. Any changes required to remedy the Lender's non-compliance with its obligations under this Agreement shall be implemented at the Lender's sole cost and expense and shall not entitle the Lender to any additional remuneration, compensation, reimbursement, or other payment.

9. Duties of TSCNET

9.1 TSCNET shall provide the relevant Lender with the necessary information according to § 12(1) sentence 4 AÜG, respectively the locally applicable laws on employee leasing, regarding the Essential Working Conditions (if legally required). TSCNET shall provide the access rights, project information and TSCNET-specific instructions reasonably required for the deployment. If required, the Essential Working Conditions at TSCNET will be attached to each Individual Deployment Agreement. In such case, TSCNET is obliged to inform the Lender in writing without delay about any changes to Essential Working Conditions.

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9.2 TSCNET agrees to fulfil the legal duty of care arising from the deployment of Temporary Workers in its business. In particular, TSCNET must comply with statutory health and safety regulations and accident prevention provisions. TSCNET must inform the Temporary Worker before the start of the deployment as well as in the event of changes in their work area, about hazards to health and safety that the Temporary Worker may be exposed to while working, as well as about measures and facilities to avert these dangers. TSCNET must also inform the Temporary Worker about the need for special qualifications and professional skills or special medical supervision, as well as about increased hazards at the workplace.

9.3 TSCNET is obliged to grant the Temporary Worker access to the communal facilities and services in the company under the same conditions as comparable employees in the company where the Temporary Worker provides his/her services, unless there are objective reasons to justify different treatment.

9.4 TSCNET shall in principle be liable without limitation for intent and gross negligence. TSCNET shall only be liable for ordinary negligence - except in the case of injury to life, limb or health and in the case of the assumption of a guarantee or a procurement risk equivalent to a guarantee in accordance with § 276 BGB - if material contractual obligations (cardinal obligations) are breached. "Material contractual obligations" are those whose fulfilment characterises the contract and on which the Lender may rely. With the exception of intentional acts, injury to life, body or health and in the event of the assumption of a guarantee or a procurement risk equivalent to a guarantee in accordance with § 276 BGB, liability shall be limited to the foreseeable damage typical for the contract. Insofar as the liability of TSCNET is excluded or limited, this shall also apply to the personal liability of the employees, representatives, organs and vicarious agents of TSCNET.

10. Duties of the Lender

10.1 Each Lender hereby commits to comply with all laws, rules, regulations, conventions and official reporting obligations applicable to this Framework Agreement and Individual Deployment Agreements. Each Lender is aware that TSCNET is active in a sector belonging to critical infrastructure and therefore needs to ensure the highest level of confidentiality, information security and data protection. Each Lender commits to detect and avoid potential conflicts of interest related to the services provided by it or its staff to TSCNET (e.g. when working on the same topic/project for other market participants). Any such potential conflict of interest must be immediately disclosed to TSCNET.

10.2 If relevant under applicable local law, each Lender warrants that in regard to a statutory equal pay requirement (as e.g. stipulated in § 8 AÜG, or other applicable local laws on employee leasing), it either applies equal pay for the Temporary Worker from the first day of deployment, or applies a valid deviation under a collective agreement, and that the Temporary Worker has been informed about this in text form. If a Lender fails to comply with this provision, that Lender shall indemnify TSCNET from any resulting claims or administrative fines imposed by competent authorities.

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10.3 Each Lender is liable to TSCNET if it has not exercised the necessary care in selecting the proposed Temporary Worker. Each Lender assures that it will not provide workers who do not meet the necessary requirements for permissible employment in the country the Temporary Worker is working from under an Individual Deployment Agreement. If a Temporary Worker is a non-EU citizen who requires an EU work permit or a residence permit with a work permit, the Lender is obligated to present a copy of the permit to TSCNET as part of the call-off procedure and to inform TSCNET immediately of the termination or any other changes to such permit.

10.4 At the request of TSCNET, each Lender undertakes to provide guarantees or warranty declarations regarding the liability for social security contributions and wage tax for the Temporary Worker, in accordance with § 28e German Social Security Code, Book IV (Sozialgesetzbuch, Buch IV – “SGB IV”) and/or § 42d German Income Tax Act (Einkommensteuergesetz – “EStG”), or other applicable local laws. TSCNET may request the Lender at any time to present certificates regarding the payment of social security contributions and wage tax for the Temporary Worker to the competent authorities or the tax office. If TSCNET is made liable by the competent authorities or the tax office in accordance with § 28e SGB IV and/or § 42d EStG, or other applicable local laws, it is entitled to withhold from the remuneration owed to the Lender an amount equal to the claims made by the respective competent authorities or tax office until the Lender proves that it has properly paid the contributions and wage tax.

10.5 If the Temporary Worker does not physically work in Germany (remote work), the Lender warrants compliance with the local labour, immigration, social security and employment laws of the worker's location and guarantees to fulfil the legal duty of care pursuant to Section 9.2 above on TSCNET's behalf. The Lender shall indemnify TSCNET for any contributions, penalties, or liabilities resulting from missing, invalid, or incorrect social security documentation.

10.6 Each Lender shall promptly notify TSCNET of any information, situation, event, incident and/or matter which negatively affects or may negatively affect the performance of this Framework Agreement and/or Individual Deployment Agreements.

10.7 Each Lender may use subcontractors named in its offer (Annex 3) to perform its obligations under this Framework Agreement. The commissioning of additional subcontractors not already named in the Lender's offer (Annex 3) is only permitted with the prior written consent of TSCNET. TSCNET shall give consent if the additional subcontractor to be commissioned is suitable, there are no grounds for exclusion pursuant to §§ 123 et seq. GWB, and there is no connection to Russia within the meaning of Article 5k(1) of Regulation (EU) 2022/576. These conditions shall also apply to the replacement of a subcontractor during the term of this Framework Agreement. If a Lender uses subcontractors to fulfil its obligations, the subcontractors must comply with the provisions of this Framework Agreement and the Individual Deployment Agreement concerned. The Lender remains fully liable for any parts of the Framework Agreement and Individual Deployment Agreements that it has subcontracted.

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11. Recall and Replacement of Temporary Workers

11.1 If TSCNET has justified reasons to refuse the continued deployment of a Temporary Worker, TSCNET shall be entitled to demand the removal of that Temporary Worker with effect from the following Business Day and to simultaneously request the provision of a suitable replacement Temporary Worker. The Lender shall provide a suitable replacement without undue delay, subject to availability. Justified reasons can be related to performance, personal issues, or conduct. The reasons must be comprehensible, relevant, and non-arbitrary, and in case of dispute, they must be substantiated by documents or statements from other employees. The Parties agree that the reasons do not have to meet the requirements of § 1(2) German Protection Against Dismissal Act (Kündigungsschutzgesetz).

11.2 Prior to the deployment of a suitable replacement Temporary Worker, a new Individual Deployment Agreement is always required. The procedure for the initial conclusion of an Individual Deployment Agreement according to Sections 5.3 et seq. shall apply accordingly.

11.3 If a Lender fails to provide the Temporary Worker on the binding start date as agreed in an Individual Deployment Agreement, the Lender shall pay a contractual penalty of 50% of the agreed daily rate for each completed Business Day of delay, up to a maximum amount of 5% of the total remuneration agreed under the affected Individual Deployment Agreement. The penalty shall not apply to delay caused by TSCNET or in cases of force majeure or circumstances outside the Lender’s reasonable control. A penalty paid shall be credited against damages claimed for the same delay.

11.4 At the request of TSCNET, work will be suspended during strikes, lockouts, temporary business closures, and during company meetings. The duties under this Framework Agreement are suspended if TSCNET's operation is directly affected by a legal strike.

12. Rights in Working Results

12.1 TSCNET shall have the sole and exclusive rights in all Working Results generated in connection with the services provided by the Temporary Worker under this Framework Agreement and Individual Deployment Agreements. This Framework Agreement does not, and is not intended to, create any rights to the benefit of the Lender regarding the services provided by the Temporary Worker.

12.2 TSCNET shall be entitled to claim the handing over of any Working Results, whether finished or unfinished, from the Temporary Worker. Rights of retention of the Temporary Worker and/or of the Lender shall be excluded.

12.3 Furthermore, each Lender herewith grants the exclusive, irrevocable, unlimited, unconditional, transferable, and royalty-free licence in any and all Working Results arising out of or in connection with the services provided by the Temporary Worker to use, copy

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and modify any elements of the Working Results which are not specifically created for TSCNET as part of the service provision.

12.4 Each Lender shall, when using subcontractors, ensure that TSCNET acquires the rights specified in Sections 12.1 to 12.3 without restriction.

13. Third Party Intellectual Property Rights

13.1 If any third party's intellectual property rights are used by the Temporary Worker for the provision of the services under this Framework Agreement or any Individual Deployment Agreement, the relevant Lender shall ensure that it has secured all necessary consents and approvals to use such third party's intellectual property rights for the Lender and TSCNET, unless such use is explicitly instructed by TSCNET without the Lender’s knowledge.

13.2 Each Lender herewith releases, indemnifies, defends, and holds harmless TSCNET from and against all claims of third parties arising out of or in connection with infringements of their intellectual property rights by the Temporary Worker at the provision of services under this Framework Agreement, from and against reasonable costs of the respective legal defence, as well as from and against potential fines, unless such infringement is due to an explicit instruction by TSCNET without the Lender’s knowledge.

14. Data Protection

14.1 The Parties shall comply with all applicable data protection regulations, including the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (Bundesdatenschutzgesetz). The processing of personal data of the Temporary Worker is carried out for the purpose of establishing and performing the employee leasing arrangement pursuant to Art. 6(1)(b) and (f) GDPR. The Parties shall ensure that data is processed lawfully, transparently, and securely.

14.2 If and to the extent that one Party processes personal data on behalf of the other Party, the Parties shall conclude a separate Data Processing Agreement according to Art. 28 GDPR.

14.3 Each Lender ensures that it has informed each Temporary Worker about the transfer of personal data to TSCNET, including legal bases, recipient categories, retention periods, and rights under the GDPR.

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15. Information Security and ISO 27001 Certification

The Lender shall maintain a valid ISO/IEC 27001 certification throughout the entire term of the Framework Agreement. The certification must cover the organisational units, processes and services used for the performance of the services under this Framework Agreement.

The Lender shall notify TSCNET without undue delay of:

(a) any suspension;

(b) any withdrawal;

(c) any significant limitation of scope; or

(d) any failure to successfully renew

its ISO/IEC 27001 certification.

Upon request, the Lender shall provide updated certification evidence.

16. Term, Termination and Post-Termination

16.1 This Framework Agreement shall come into force upon the award of the contract pursuant to the public procurement procedure and shall remain in force for a term of four (4) years.

16.2 If it is necessary that the term of an Individual Deployment Agreement extends beyond the term of this Framework Agreement, the provisions of this Framework Agreement shall continue to apply until the termination of the Individual Deployment Agreement.

16.3 Each Party may terminate this Framework Agreement (with regard to the specific contractual relationship) or an Individual Deployment Agreement for good cause without notice. Good cause shall be deemed to exist if, taking into account all circumstances of the individual case and weighing the interests of the Parties, the terminating party can no longer be expected to continue this Framework Agreement or an Individual Deployment Agreement.

Good cause exists in particular in the following cases:

16.3.1 Loss of Permit/Registration: If the Lender loses the permit or registration (as applicable) for commercial employee leasing or does not properly fulfil its obligation to pay due wage taxes and/or social security contributions for Temporary Workers.

16.3.2 Grounds for Exclusion: If grounds for exclusion pursuant to §§ 123, 124 GWB arise during the term of this Framework Agreement and are not remedied by the Lender within a reasonable period set by TSCNET.

16.3.3 Insolvency: If an application for the opening of insolvency proceedings against the assets of the other Party is filed and not withdrawn, revoked, or rejected within two (2) months due to lack of assets. 16 / 19

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16.3.4 Repeated unjustified refusal to perform: If the Lender unjustifiably rejects a Call-Off Request on at least three occasions.

16.3.5 Repeated non-Compliance with Recall/Replacement Obligations: If the Lender fails to comply with its obligations to exchange and replace a Temporary Worker pursuant to Section 11 on at least three occasions.

16.3.6 Loss or Material Restriction of ISO/IEC 27001 Certification: If the Lender’s ISO/IEC 27001 certification is suspended, withdrawn, expires without renewal, or is materially restricted so that it no longer covers the services performed under this Framework Agreement, and the Lender fails to remedy the situation within a reasonable period set by TSCNET.

16.4 If TSCNET is entitled to terminate this Framework Agreement with a specific Lender for good cause, it shall also be entitled to terminate all Individual Deployment Agreements of that Lender.

16.5 There TSCNET is entitled to terminate an Individual Deployment Agreement with a specific Lender for good cause, TSCNET shall be entitled to issue a new Call-Off Request. The Call- Off procedure to be applied shall be governed by the provisions that would apply had the defaulting Lender refused to perform its obligations in respect of the original Call-Off Request pursuant to Section 5.4.2(b) or Section 5.5.3(b), as applicable.

16.6 If this Framework Agreement and/or an Individual Deployment Agreement is terminated for good cause, the Lender shall be entitled to remuneration for the services actually rendered in accordance with the contract until the termination takes effect. Termination for good cause shall be without prejudice to any claims for damages to which either party may be entitled. In the event of extraordinary termination by the Lender, any compensation for damages owed to TSCNET shall not extend to lost profits.

17. Miscellaneous

17.1 Any amendment to this Framework Agreement – including any amendment to this written form requirement itself – shall be made in writing within the meaning of § 126 BGB or by means of a simple electronic signature within the meaning of § 127(3) BGB (e.g. via DocuSign). The Parties shall comply with the admissibility limits imposed by public procurement law pursuant to § 132 GWB.

17.2 TSCNET shall not be jointly liable vis-à-vis any individual Lender for any undertaking, obligation or representation given, incurred or made by TSCNET in or pursuant to an Individual Deployment Agreement with a different Lender.

17.3 TSCNET shall be entitled to set off any amount owed to a Lender by TSCNET against any due amount owed to TSCNET by that Lender. No Lender shall be entitled to set off against any amount owed by TSCNET or have any right of retention unless the Lender's claim was determined by a court ruling or is undisputed or acknowledged by TSCNET.

17.4 No Lender shall use TSCNET's names, brands, logos, or trademarks in its publicity and/or marketing material unless specifically authorised to do so by TSCNET via prior written

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consent. A similar authorisation is also required as regards any communication and/or publicity of the Lender's engagement by TSCNET and/or the provision of any services by the Lender for TSCNET.

17.5 The headings contained in this Framework Agreement are for guidance only and do not constitute independent provisions.

17.6 This Framework Agreement, all Individual Deployment Agreements and all claims arising out of or in connection with this Framework Agreement and the Individual Deployment Agreements, irrespective of the cause at law, shall be interpreted exclusively in accordance with the laws of the Federal Republic of Germany. The Parties hereby irrevocably submit to the exclusive jurisdiction of the courts of Munich.

17.7 The invalidity of any provision of this Framework Agreement in whole or in part shall have no effect on the validity of any other provision. The Parties agree that this shall apply not only in cases of doubt but in each and every case. In case of invalidity of any provision or parts thereof, the Parties shall agree upon a substitute provision equivalent to the intended purpose of the invalid provision based on a proposal by TSCNET. The same shall apply in case of infeasibility of a provision or in cases of loopholes.

18. Annexes

Annex No. Content

1 Contracting Parties - Allocation and Status as Preferred Partner and/or Secondary Partner

2 Scope of Work / Personnel Profile Descriptions – Qualifications, Experience and Requirements

3 Respective Lender's Offer including Price Sheets

4 Form for Individual Deployment Agreement

5 Estimated and Maximum Framework Volume

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Munich,

Place, date Place, date

TSCNET Services GmbH Lender Uwe Zimmermann, Managing Director Name, Title

Munich,

Place, date Place, date

TSCNET Services GmbH Lender Dieter Weiß, Managing Director Name, Title

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Framework Employee Leasing Agreement

Annex 2 - Scope of Work and Personnel Profile Descriptions

1. General Requirements Applicable to All Personnel Profiles

• The Temporary Worker shall provide external software testing support in accordance with the applicable Individual Deployment Agreement. • Expected delivery model: EU-based delivery, hybrid working model (90-95% remote) unless otherwise agreed in the Individual Deployment Agreement. • External resources are managed directly by TSCNET internal colleagues. The legal classification and employee leasing requirements shall be reflected in the tender and contract documents. • Minimum language requirement: B2+ English language level, unless a higher project-specific requirement is specified in the Individual Deployment Agreement. • TSCNET may define project-specific systems, applications, access rights, information security requirements and onboarding requirements in the relevant Call-Off Request. • For any Temporary Worker who is a non-EU citizen and requires a work permit or residence permit with work authorisation, the Lender shall provide a copy of the relevant permit to TSCNET during the Call-Off Procedure and shall immediately inform TSCNET of any termination or change to such permit.

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Framework Employee Leasing Agreement

2. Personnel Profiles, Qualifications and Requirements

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Framework Employee Leasing Agreement

2.1 Manual Tester

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Framework Employee Leasing Agreement

2.2 Test Automation Specialist

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Framework Employee Leasing Agreement

Annex 3 – Template Respective Lender’s Offer including Price Sheets

For the avoidance of doubt, this Annex shall be populated exclusively from the successful Lender's completed Annex 8 (Price Schedule) submitted during the procurement procedure. No additional commercial information or pricing shall be introduced after award.

1. Lender Offer Summary

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Framework Employee Leasing Agreement

1.2 Price Sheet

1.4 Commercial Clarifications

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[Seite 26]

Framework Employee Leasing Agreement

Annex 4

Template for Individual Deployment Agreement for

Employee Leasing

Deployment-specific fields are to be completed for each Call-Off Request.

(“Arbeitnehmerüberlassungs-Vertrag”)

Information Classification: ☐ Public ☐ Restricted ☒ Confidential ☐ OPDE Confidential

Related to: Framework Employee Leasing Agreement

This Individual Deployment Agreement for Employee Leasing ("Individual Deployment Agreement") is entered into between

TSCNET Services GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated and existing under the laws of Germany, registered with the commercial register under HRB 214951 and having its registered office at Weihenstephaner Str. 9, 81673 Munich, Germany, represented by its Managing Directors Uwe Zimmermann and Dieter Weiß

– hereinafter “TSCNET” –

and

[XXX], [Legal Form] incorporated and existing under the laws of [Jurisdiction], registered with the commercial register under [XXX], with its registered office at [Address], represented by [First name Last name, function/title]

– hereinafter “Lender” –

– hereinafter jointly “Parties” –.

© 2026 TSCNET Services GmbH

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1 Purpose of the Individual Deployment Agreement

1.1 This Individual Deployment Agreement is concluded on the basis of the Framework Employee Leasing Agreement datedClick or tap to enter a date. between TSCNET and the Lender (the "Framework Agreement").

1.1 This Individual Deployment Agreement governs the deployment of the Temporary Worker identified herein and specifies the deployment-specific conditions applicable to such assignment, including the Temporary Worker, scope of activities, deployment period, working time, remuneration and, where required by applicable law, the essential working conditions.

1.2 The Framework Agreement, including its Annexes, forms an integral and binding part of this Individual Deployment Agreement as if fully set out herein. Unless expressly agreed otherwise in this Individual Deployment Agreement, all rights, obligations, definitions, compliance requirements, liability provisions, intellectual property provisions, confidentiality obligations, termination rights and other contractual terms contained in the Framework Agreement, including its Annexes, shall apply in full to this Individual Deployment Agreement.

1.3 In the event of any inconsistency between this Individual Deployment Agreement and the Framework Agreement and/or its Annexes, the provisions of the Framework Agreement and/or its Annexes shall prevail, except to the extent that this Individual Deployment Agreement expressly regulates deployment-specific matters intended to supplement or particularise the Framework Agreement and/or its Annexes.

1.4 Where applicable law contains restrictions or requirements regarding chain employee leasing, sub-leasing of personnel or comparable arrangements, the Lender shall provide a Declaration on Avoidance of Chain Employee Leasing in the form set out in Annex 2 of this Agreement.

© 2026 TSCNET Services GmbH

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Framework Employee Leasing Agreement

2 Scope of Work

The Lender agrees to provide TSCNET with the Temporary Worker listed below for the purpose of work. TSCNET and the Lender agree upon the following details about the tasks designated for the Temporary Worker and the required professional qualifications:

2.1 Temporary Worker

2.2 Deployment

© 2026 TSCNET Services GmbH

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2.3 Activities of the Temporary Worker and Required Qualifications

3 Remuneration

3.1 Remuneration and payment shall be as agreed in Section 7 of the Framework Agreement. As consideration for the leasing of the Temporary Worker by the Lender, TSCNET shall pay to the Lender a remuneration based on the following daily rate, plus VAT at its ever-current rate and as applicable. All prices payable under this Individual Deployment Agreement are inclusive of any applicable taxes (excluding VAT), tariff surcharges, or other like amounts assessed by any governmental entity arising as a result of the performance of this Individual Deployment Agreement.

Daily rate: EUR xx,xxx.00 plus VAT

© 2026 TSCNET Services GmbH

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3.2 The daily rate covers a work performance of eight (8) hours per day by the Temporary Worker. The work is remunerated on a time and material basis, in the amount of the corresponding proportion of the daily rate according to the Temporary Worker’s approved time records.

3.3 Billing is done on a calendar month basis. Within seven (7) business days after the end of each calendar month, the Lender is obliged to provide TSCNET with an overview of the time spent by the Temporary Worker during the respective month.

3.4 TSCNET will send the Lender an approval or substantiated disapproval of the monthly overview within seven (7) business days after reception of the overview.

3.5 The Lender will issue invoices within ten (10) business days after reception of the approval of the monthly overview. Invoices shall be prepared in accordance with applicable tax (especially VAT) requirements and shall be sent to TSCNET via email (invoice@tscnet.eu). Each invoice will quote as a reference the reference number of this Individual Deployment Agreement and shall specify the month during which the invoiced time was delivered.

© 2026 TSCNET Services GmbH

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4 Term and Termination

4.1 This Individual Deployment Agreement shall be effective as of the date of both Parties’ signature.

4.2 This Individual Deployment Agreement can be terminated by both Parties with a notice period of one month to the end of the month. The right to extraordinary termination for good cause pursuant to Section 16 of the Framework Agreement remains unaffected.

4.3 In addition to the grounds for termination of this Individual Deployment Agreement for good cause without notice pursuant to Section 16.3 of the Framework Agreement, TSCNET shall be entitled to terminate this Individual Deployment Agreement without notice if the Lender fails to comply with its obligations to exchange and replace a Temporary Worker pursuant to Section 11 of the Framework Agreement (non- Compliance with Recall/Replacement Obligations).

4.4 The deployment of the Temporary Worker begins and ends as agreed between the Parties in Annex 1 to this Individual Deployment Agreement.

4.5 Without prejudice as to the above, the Temporary Worker’s deployment at TSCNET automatically ends, without a separate notice of termination, when the legally permissible maximum duration is reached according to § 1 (1b) AÜG, respectively the locally applicable laws on employee leasing (if any).

© 2026 TSCNET Services GmbH

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5 Miscellaneous

5.1 This Individual Deployment Agreement together with its Annexes and the Framework Agreement together with the binding tender documents referenced therein constitutes the entire agreement and understanding between the Parties with respect to its subject matter and replaces all previous agreements or understandings, written or otherwise between the Parties with respect to such subject matter.

5.2 Any amendment of this Individual Deployment Agreement shall require the written form. This shall apply accordingly to the amendment of this written form requirement. The Parties agree that this written form requirement shall also be deemed satisfied by a simple electronic signature in accordance with Sec. 127 para. 3 BGB, in particular through the use of DocuSign or comparable signature services, unless mandatory statutory form requirements provide otherwise.

5.3 The invalidity of any provisions of this Individual Deployment Agreement in whole or in part shall have no effect on the validity of any other provision. The Parties agree that this shall apply not only in cases of doubt but in each and every case. In case of invalidity of any of the provisions of this Individual Deployment Agreement or parts thereof the Parties shall agree upon a substitute provision equivalent to the intended purpose of the invalid provision based on a proposal by TSCNET. The same shall apply in case of infeasibility of a provision or in cases of loopholes.

6 Attachments

Annex 1: Essential Working Conditions

Annex 2: Declaration on Avoidance of Chain Employee Leasing

© 2026 TSCNET Services GmbH

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Place, date Place, date

TSCNET Services GmbH [Lender] Uwe Zimmermann, Managing Director [First name Last name, function/title]

TSCNET Services GmbH Dieter Weiß, Managing Director

© 2026 TSCNET Services GmbH

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Annex 1: Essential Working Conditions (if required under applicable laws)

TSCNET hereby informs the Lender of the essential working conditions in relation to the Individual Deployment Agreement concluded between the Parties:

1. Contact Person / Department at TSCNET

2. Essential working conditions

No collective agreements or company agreements apply to a comparable employee at TSCNET.

© 2026 TSCNET Services GmbH

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Annex 2: Declaration on Avoidance of Chain Employee Leasing (if required under applicable laws)

Where German laws on employee leasing apply, the Lender declares that all personnel provided under this Individual Deployment Agreement are its own employees. The Lender shall ensure that no unlawful chain employee leasing (Kettenüberlassung) occurs, including through subcontractors or consortium members.

Where German laws on employee leasing do not apply, the Lender declares that it will comply with any equivalent laws and regulations applicable in its jurisdiction governing employee leasing, staff leasing or comparable arrangements (if any).

Place, date [Lender] [First name Last name, function/title]

© 2026 TSCNET Services GmbH

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Framework Employee Leasing Agreement

Annex 5 - Estimated and Maximum Framework Volume

5.1 Planning Baseline

5.2 Estimated and Maximum Volume by Personnel Profile

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Framework Employee Leasing Agreement

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Framework Employee Leasing Agreement

FTE and Effort Definitions

FTE. For the purposes of this Annex, FTE (Full-Time Equivalent) means the annual staffing capacity corresponding to one (1) Temporary Worker deployed on a 40 hours/week basis. One (1) FTE is deemed to correspond to 220 Business Days per calendar year and 8 productive working hours per Business Day.

Estimated Effort. Estimated Effort means the estimated volume stated for planning purposes only and does not constitute a purchase commitment.

Maximum Effort. Maximum Effort means the contractual upper limit of services that may be called off under the Framework Agreement during its term. The Maximum Effort does not constitute a purchase commitment either, but defines the maximum aggregate volume that may be ordered under the Framework Agreement.

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