3_Framework Agreement.pdf

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Framework Agreement

Digital Marketing Services

for the European Raw

Materials Academy and

European Advanced

Materials Academy

Company EIT RawMaterials GmbH Registered Office Knesebeckstr. 62, 10719 Berlin, Germany Phone +49 30 263 66 46 60· email info@eitrawmaterials.eu VAT-ID DE301692026

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This Framework Agreement (“Agreement”) is made by and between:

1. EIT RawMaterials GmbH, a limited liability company under German law, having its registered place of business at Knesebeckstr. 62, 10719 Berlin, Germany (“the client” or “contracting entity”);

and

2. [Full name service provider], a [legal form] under [country] law, having its registered place of business at [address, zipcode, country], [VAT number service provider] (“contractor”);

The client and the contractor hereinafter referred to each a “Party” and collectively the “Parties“.

PREAMBLE

A. The client’s funding originate, amongst others, from the European Institute of Innovation & Technology (“EIT”), which is a body of the European Union (“EU”). With this funding the client promotes innovation, entrepreneurship and education in the raw and advanced materials sectors part of its Education and Skills offering, EIT RawMaterials leads two flagship European Academies, co-funded by the European Union under the Horizon Europe programme: the European Raw Materials Academy (“RM Academy”) and the European Advanced Materials Academy (“AM Academy”), referred to as “Academies” collectively. B. As the client uses public money, certain (additional) obligations towards the EIT and other EU bodies need to be complied with. The client also has to impose some of these obligations on external partners, such as the contractor. C. As the client uses public money, the services to be performed under or in connection with this Framework Agreement (the “services”) have been subject of a tender procedure to select the contractor. The contractor participated and submitted an offer, on the basis of which the client selected the contractor to provide the services. D. The client wishes to enter into this Agreement with the contractor as contractual basis for the assignment and the provision of services as described herein. E. The contractor wishes to provide the services as described in this Agreement to the client, and the contractor confirms to have all capabilities to do so. F. This Framework Agreement describes the terms and conditions that apply to the assignment and the provision of the services.

Article 1 – Assignment of Services

1.1. The contractor shall provide the following basic services on a monthly basis: • Strategic Communications Support Funnel strategy: maintain and evolve the integrated marketing strategy against o each Academy’s current funnel stage (i.e. Establishing, Stakeholder Outreach, Awareness/Perception Management, Conversion, Retention) Editorial calendar: manage a shared editorial calendar across both Academies, o segmented by project, audience, and funnel stage

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Toolkit and brand consistency: maintain the communications toolkit for LCPs, o partners, and programme stakeholders, including key messages, social media templates, brand implementation and guidance, and ensure consistent application of brand guidelines across all channels. Reporting: deliver monthly and quarterly performance reports across all o channels, interpreting performance data and providing actionable recommendations for optimisation. Competitive monitoring: conduct quarterly monitoring and reporting of o comparable initiatives, including other sector-specific upskilling/reskilling academies, to inform positioning and messaging. • Content and Asset Production Core content: produce ongoing long-and short-format content (copy and video) o for digital channels, including social copy, articles, web copy, impact stories, learner testimonials, and LCP partnership content, which are in line with the agreed content strategy and messaging pillars for each Academy. Newsletter: conceptualise, draft, and distribute a quarterly newsletter for each o Academy's stakeholder base. • Performance Marketing Paid channels: manage and execute live campaigns on LinkedIn, Meta and o Google (Search and Display/remarketing), which are the channels currently used to amplify organic reach and drive LCP and learner leads. Optimisation: optimise and diversify campaigns across platforms based on o performance and budget efficiency, with weekly check-ins and monthly reporting. Transparent reporting: report on campaign results against defined KPIs o including CPL, CPC, CTR, reach and conversion, broken out by campaign and project. CRM/automation: recommend and advise on marketing automation or CRM o touchpoints where appropriate (e.g. HubSpot or equivalent); implementation to be scoped separately • Social Media Management Channels: manage the EIT RawMaterials Academy presence on LinkedIn o (primary channel) and Instagram (secondary channel, including short-form video), YouTube (inactive but needs to be activated). Content plan: develop and implement a monthly social media content plan, o with a baseline cadence of approximately 3-4 LinkedIn posts/week and 2-3 Instagram posts/week, confirmed against current output. Publishing & community management: publish and manage content, adapt o approved messaging into platform-specific formats, and provide community management (comments, DMs, collaboration requests). Analytics: monitor and report on social media performance with o recommendations. • Website management and Maintenance Content updates: support ongoing, routine content updates to Academy web o pages that are hosted on the EIT RawMaterials website / dedicated landing pages), including news, partner profiles, event announcements. Analytics: provide monthly web analytics with recommendations. o

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Conversion support: provide UX and content recommendations to improve o conversion on key pages (LCP sign-up, course enrolment, contact forms) • Event Communication Support Event calendar & strategy: maintain a rolling calendar of relevant sector events, o conferences, and webinar opportunities across Europe, and advise on which the Academies should organise themselves versus attend/exhibit at based on audience fit, funnel stage, and expected LCP or learner reach to guide where time and budget go. • Reporting and Grant Compliance Support Both academies operate under European Commission grant agreements o (Horizon Europe, EIT) with specific communications obligations. The agency must understand and work within this context. Structured reporting: monthly and quarterly reports against defined metrics o (reach, engagement, web traffic, follower growth, leads, media mentions), split by Academy and mapped to the Exposure à Engagement à Transformation measurement tiers already in use. Quarterly budget versus deliverables report. o EU/EIT visibility: ensure all public materials display the EU emblem and funding o statement (or the EIT/KIC logo and text, as applicable) at least as prominently as any other logo, plus the standard EU funding disclaimer: “Funded by the European Union. Views and opinions expressed are however those of the author(s) only and do not necessarily reflect those of the European Union or the granting authority. Neither the European Union nor the granting authority can be held responsible for them. Audit readiness: maintain an up-to-date activity log and asset library, available o within three working days of request. Grant deliverables: support preparation of communications and marketing o deliverables for RM Academy: the Marketing & Communications Strategy and its two updates; for AM Academy: the Marketing & Communications Plan, the Stakeholder Engagement & Strategic Synergies report, and the Communication & Dissemination progress report Audit readiness: maintain an up-to-date activity log and asset library, available o within three working days of request

The contracting parties agree that the monthly scope in person days (23 person days) is subject to fluctuations. The contractor shall notify the client in good time if the agreed person-days are likely to be exceeded in a month, but at the latest after reaching 80 per cent of the agreed person-days. If the contractor provides less than the agreed number of person-days in one month, the person-days not performed shall be credited to the client and can be used in subsequent months. 1.2. Services for specific projects are to be assigned separately by the client on the basis of the service description, the price list and the contractor’s tender (“service assignments”). Third services (e.g. production and media) depend on the planning of specific projects and on the coordination of the deliverables to be created by the contractor. They must be agreed by the parties on a case-by-case basis and approved by EIT RawMaterials. 1.3. EIT RawMaterials shall specify the services under paragraph 1.2 in good time, and no later than two weeks in advance, as well as the final requirements for the services to be

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performed by the contractor. On this basis, the contractor shall prepare an offer and submit it to EIT RawMaterials within one week. In doing so, the contractor shall be bound by the daily rates offered in the tender for the conclusion of this Framework Agreement. Price adjustments due to increased costs incurred by the contractor are possible upon provision of evidence of such cost increases and are capped at 3% of the respective unit price as per the price list, compared to the previous event under this Framework Agreement. A price adjustment is possible no sooner than 12 months after the Framework Agreement takes effect. Additional items not included in the price list which are required in connection with the events under this Framework Agreement may be added by mutual agreement and on standard market terms. EIT RawMaterials shall commission the services if the offer for the respective events meets the requirements of this contract. Otherwise, EIT RawMaterials shall reject the offer and request rectification or commission the services from third parties outside this Framework Agreement. 1.4. The contractor is not entitled to a specific volume of services under this Framework Agreement exceeding the services under paragraph 1. Regardless Article 1.2 sentence 8 EIT RawMaterials reserves the right to contract third parties for event management services for the RM Academy and AM Academy. 1.5. contractor shall be fully responsibility for the correct performance of the services. The contractor shall perform the services by exercising due skill, speed and care, at a level generally required of well reputed service providers that perform the same or similar services. 1.6. The contractor shall plan its work independently. The contractor shall perform the services at its own discretion, without being supervised or managed by the client. The client reserves the right to give directions and instructions with regard to the deliverables of the services. The contractor is free to organise how to provide the services as long as the services meet the requirements as set in this Agreement. 1.7. The contractor shall deploy personnel who possess the qualifications and experience necessary for the proper performance of the services. It is mandatory to perform the services by the personnel specified in the offer. If the contractor wishes to involve other personnel, the contractor shall request permission to do so beforehand. 1.8. Regardless specific work results or deliverables as laid out in this Agreement and its Annexes, the contractor shall report on the services upon request by the client. The client may request additional documentation as it reasonably seems fit to evaluate the completion of the contractual obligations. 1.9. Insofar as the contractor is to deliver concrete work results, these work results are subject to acceptance by the client. For this purpose, the client shall determine an appropriate review period, which shall be calculated according to the scope of services and the associated expenditure for the review. The review period begins with the delivery of the completed work results to the client. If and insofar as the review reveals that services do not meet contractual requirements, the client shall notify the contractor of this in text form. The contractor shall ensure that the work is re-delivered in accordance with the Agreement without delay, at the latest within a reasonable period to be determined by the client and shall then make the work results available to the client again for acceptance. Deemed acceptance is expressly excluded. 1.10. Subcontracting by the contractor is only possible with the prior written consent by the client and with no additional costs incurring for the client. In the case of subcontractors named in the contractor's offer, approval shall be deemed to have been given upon conclusion of this

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Agreement. Subcontracting is only admissible if the respective subcontractor has fully assumed the obligations arising from this Agreement for the parts of the service assigned to it. The contractor shall remain fully responsible for subcontracted parts of the services.

Article 2 - emuneration, invoices and payment

2.1. Services under this Agreement shall be remunerated as follows:

The beforementioned fees includes all services under this Agreement, including all costs for experts, subcontractors, administration, research, extra hours/night/weekend/holiday work, travel, communication and all other incidental and additional costs, charges and expenses, as well as all necessary taxes (except VAT) and the transfer of rights according to Article 4 of this Agreement. Subsequent claims are excluded, unless the contracting parties agree on a change in services.

2.2. If the contractor has its registered office outside of Germany, the reverse charge procedure shall apply (c.f. section 13b paragraph (2) no. 1 and paragraph (5) of the German Value Added Tax Act – Umsatzsteuergesetz). 2.3. The contractor will issue invoices meeting all legal requirements, in particular sections 14, 14a of the German VAT-Act (Umsatzsteuergesetz), for properly delivered services including services provided by suppliers and other third-parties. Invoices are payable within 30 days of receipt of the invoice by the client. Invoices must include a verifiable, detailed description of services rendered with the respective dates, names of the involved personnel as well as invoices issued by suppliers and other third-parties. 2.4. If and insofar as the contractor does not (properly) fulfil its obligations under this Agreement, the client may suspend payment. The client may offset its own claims against the contractor's remuneration claims. 2.5. All services under this Framework Agreement including third-party services (e.g. production and media) will be provided and remunerated in accordance with a total budget. The budget

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is € 1,500,000 (VAT incl.). The total budget is the maximum value of the Framework Agreement.

Article 3 - Taxes & indemnification

3.1. The fees mentioned in Article 2.1 are exclusive of value added tax (VAT) or similar taxes. 3.2. The contractor performs the services as an independent contractor. This Agreement does not create a partnership, joint venture or employment relationship between the parties of this Agreement. 3.3. The contractor guarantees fulfilling its statutory obligations of (a) filing correct tax returns; (b) timely and fully paying the taxes, premiums etc. owed to the competent Tax and Customs Administration; and, (c) if applicable, timely and fully paying pension premiums to the appropriate pension fund or other pension scheme (insofar as this is relevant), in connection with services. 3.4. For the term of this Agreement, the contractor will keep the client informed (in writing, or otherwise) of any (changes to the) actual circumstances that result, or may result, in the contractual relationship between the parties. 3.5 In the event that the client is assessed for or held (jointly) accountable for wage tax and national insurance contributions and/or any associated costs, increases, interest and/or fines in connection with the execution of the services under this Agreement, the contractor will indemnify the client in full in respect thereof and the client will be entitled to implead the contractor in respect thereof. The provision set out in the preceding sentence also applies to any pension premiums and associated costs, increases, interest and/or fines. The contractor undertakes to cooperate and – where necessary – provide the information required to prevent claims from the competent Tax and Customs Administration and/or other third parties (including pension funds), or to limit these to a minimum. The contractor undertakes to indemnify the client against any loss incurred in connection with the above. In addition to any amounts paid by the client, this includes (but is not limited to) expenses incurred, (including the costs of legal support) and any interest missed in the meantime (on the total loss). 3.6 If the client has complied with the financial obligations in relation to this Article 3 directly towards the competent Tax and Customs Administration and/or the (sectoral) pension fund or scheme (if any) itself, the client will be authorised to recover from the contractor the amounts involved, either by setting them off against any amounts the client is obliged to pay under this Agreement or by other means. This applies likewise to other financial obligations complied with by the client arising out of and/or in connection with the reclassification of the employment relationship between the parties insofar as this is not barred by any provisions of mandatory law.

Article 4 - Intellectual property

4.1. For the purpose of this Agreement “IP” means patents, utility certificates, utility models, (industrial) design rights, copyrights, database rights, trademarks, trade names and trade secrets, including moral rights and any applications, renewals, extensions combinations, divisions, discontinuations or re-issues of the foregoing.

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4.2. The client becomes the owner of any newly created IP in the services, work results and deliverables under this Agreement. The contractor hereby assigns to the client, and the client hereby accepts such assignment, all right, title, and interest in the services, work results and deliverables under this Agreement, to the maximum extent permitted by applicable law. 4.3. The client remains the owner of any items the client provided the contractor with, and the client grants the contractor a limited license to use such items solely to perform the services under this Agreement. 4.4. The contractor remains the owner of any IP that the contractor already owned or controlled before the start of the performance of the services (“Background IP”). The contractor grants a non-exclusive, royalty-free and fully paid-up, worldwide, irrevocable and perpetual license to the client under such Background IP, if and to the extent the client needs it for its free use (including the sale or any other activities for our business purposes) of the deliverables under this Agreement, with the right to sublicense. 4.5. The contractor may not make any public reference to the client, whether in press releases, advertisements, or otherwise, without the client’s prior written consent. The same applies for to the client. 4.6. The contractor shall indemnify and hold the client harmless from any third party claim alleging that the services, work results and/or deliverables under this Agreement, as provided by the contractor and used by the client, infringe or misappropriate such third party’s intellectual property rights. If the client incurs costs (including reasonable attorney’s fees) and/or suffer damages as a result of claims by third parties that the services infringe their IP, the contractor shall fully compensate such costs and/or damages to the client. 4.7. If the client’s use of the services, work results and/or deliverables is frustrated (for instance because they infringe the rights of a third party) the contractor shall either, at its own cost: (i) procure for the client or the client’s users the right to continue using the services; or (ii) replace or modify the services with functional, non-infringing equivalents. If the contractor cannot ensure continuation of the services through either of the above options within a reasonable time frame, the client may terminate the Agreement. If the client terminates this Agreement, the contractor shall reimburse the price the client paid for the relevant services. Such reimbursement is in addition to the contractor’s compensation obligation under Article 4.6.

Article 5 - Confidentiality

5.1. For the purpose of this Agreement “Confidential Information” means information, such as but not limited to commercial and/or technical information, which is disclosed to the contractor by the client (either directly or indirectly) in connection with the performance of this Agreement, which can reasonably be deemed to be of a confidential or proprietary nature (including, but not limited to, any information specifically marked as such). 5.2. The contractor may not: (i) use the Confidential Information for other purposes than in connection with (its performance and the client’s use) of the services; and (ii) disclose the Confidential Information to any third party, except to employees, external advisers and subcontractors who (A) have a legitimate “need to know”, and (B) are under the same, or stricter confidentiality obligations as apply under this Agreement.

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5.3. The obligation as mentioned in Article 5.2 does not apply to information which is or becomes public knowledge without a violation of confidentiality obligations. 5.4. The contractor shall immediately return to the client all property that the client has made available to the contractor if the client requests the contractor to do so. 5.5. If the client incurs costs (including reasonable attorney’s fees) and/or suffer damages as a result of a violation of the confidentiality obligations by the contractor, the contractor shall fully compensate such costs and/or damages to the client. 5.6 Any breach of the provisions of this Article 5 will result in the contractor being liable to pay to the client an immediately due and payable penalty of € 25,000 per breach, plus € 500 for every day (or part of a day) that the breach continues, without a demand, notice of default or judicial intervention being required and without prejudice to the client’s right to claim full compensation for any damage/loss and to demand performance.

Article 6 - Personal Data

6.1. For the purpose of this Agreement:

• “Personal Data” means data which relate to a living individual who can be identified (a) from those data, or (b) from those data in connection with other information which is easily obtainable; and
• “Process” or “Processing” means obtaining, recording or holding information or data or carrying out any operation or set of operations on the information or data, including: (a) organisation, adaptation or alteration of the information or data, (b) retrieval, consultation or use of the information or data, (c) disclosure of the information or data by transmission, dissemination or otherwise making available, or (d) alignment, combination, blocking, erasure or destruction of the information or data. 6.2. If the contractor processes Personal Data in performing the services, the contractor shall: a. comply with all applicable privacy and data protection laws; b. Process the Personal Data only (i) for or on the client’s behalf (ii) in accordance with the client’s instructions and this Agreement (iii) as far as needed for the services; c. maintain the security, confidentiality, integrity and availability of the Personal Data; d. implement and maintain appropriate technical, physical, organizational and administrative security measures to protect the Personal Data against loss and/or unauthorized access; e. promptly inform the client of any actual or suspected security incident involving such Personal Data; and f. securely erase or destroy the Personal Data upon termination of the Agreement or at the client’s request. 6.3. If the client incurs costs (including reasonable attorney’s fees) and/or suffer damages as a result of a breach of this Article 6 by the contractor, the contractor shall fully compensate such costs and/or damages to the client.

Article 7 - Liability

7.1. The contractor shall obtain and maintain adequate insurance to cover liability arising out of or in connection with this Agreement.

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7.2. The contractor is liable pursuant to statutory legal provisions. Subject to the terms of this Agreement, the contractor’s liability under or in connection with this Agreement is limited in the aggregate to an amount of 1,000,000 EUR. For the avoidance of doubt, any insurance proceeds received in connection with the contractor’s liability shall not count towards or otherwise reduce the foregoing liability cap. 7.3. The client’s liability under or in connection with this Agreement is limited in the aggregate to the total amount due to the contractor by the client for performance of the services less the amount already paid by the client to the contractor. 7.4. The limitations of liability mentioned in Articles 7.2 and 7.3 above do not apply:

• in case of gross negligence or wilful misconduct;
• in case of injury to life or health;
• for liability arising out of Articles 3, 4.6,4.7, 5.5, 5.6 and/or 6.3 above;
• indemnification obligations for third party claims; and/or
• any events or circumstances for which liability cannot be excluded or limited under applicable law.

Article 8 - Termination

8.1. This Framework Agreement shall come into force when the contractor is awarded the contract in the course of the procurement procedure. The signing of the contract after the award of the contract is for declaratory purposes only. The contractor shall commence its services immediately after the conclusion of the contract. The contract has a basic term of twele (12) months starting with the date of its conclusion. 8.2 The client has the unilateral right to extend the contract twice for twelve (12) months each (extension option). The extension option must be exercised in writing two months prior to the end of the current term. Periods and dates remain unaffected by exercising the extension option. The contractor shall not be entitled to an extension of this contract. 8.2. The client may fully or partially terminate this Agreement with immediate effect by giving the contractor notice at any time, if: a. the contractor breaches an obligation under this Agreement and, if the breach is capable of remedy, the contractor fails to remedy the breach within 30 days after the client requests remedy; b. the contractor breaches an obligation under this Agreement which is incapable of remedy; c. the contractor does not provide the client with adequate assurance that the contractor can fulfill its obligations under this Agreement in a timely fashion after the client’s requests remedy; or d. any change, event, circumstance, condition or effect occurs which EIT RawMaterials GmbH in its sole discretion believes or is reasonably likely to materially adversely impact either (i) the industries or fields in which EIT RawMaterials GmbH operates or (ii) either Party’s possibilities to perform its material obligations under this Agreement, or otherwise materially impedes or delays such performance. 8.3. The contractor may fully or partially terminate this Agreement with immediate effect by giving the client notice at any time, if:

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a. the client breaches an obligation under this Agreement, and, if the breach is capable of remedy, the client fails to remedy the breach within 30 days after the contractor requests remedy; or b. the client breaches an obligation under this Agreement which is incapable of remedy. 8.4. Following a termination all rights and obligations intended to survive the termination (such as Articles 4 up to and including 10) will survive the termination.

Article 9 - Compliance, Safeguarding of EU’s financial interest and conflict of interest

9.1. The contractor understands and agrees that the client may provide the EIT, the European Court of Auditors, the European Anti-Fraud Office and/or other EU bodies with information regarding the services (including this Agreement and tender materials) in order to meet its obligations towards such bodies. The client may do so during the term of this Agreement and 4 years thereafter. Article 5.2 of this Agreement does not apply in such a situation. 9.2. The contractor shall take all necessary measures to prevent a situation where the impartial or objective implementation of this Agreement is compromised for reasons involving economic interest, political or national affinity, family or emotional ties or any other conflicting interest. The contractor shall inform the client immediately if there is a change in circumstances which leads or may lead to a conflict of interest. 9.3 The contractor shall at all times comply with all applicable laws and regulations related to or in connection with the execution of and performance under this Agreement.

Article 10 - Various

10.1. Notices in relation to this Agreement shall be given in writing unless agreed otherwise in this Agreement. 10.2. The Parties agree that electronic signatures, including simple electronic signatures executed via electronic signature platforms, shall satisfy the written form requirement wherever this Agreement requires in writing, unless applicable mandatory law requires a stricter form. 10.3. If the contractor cannot perform an obligation under this Agreement because of force majeure (meaning: unforeseeable reasons beyond the contractor’s reasonable control), the contractor shall notify the client. Following notification, only the performance of such obligation(s) is suspended during the force majeure. The client may terminate this Agreement if the force majeure lasts more than 30 days. Shortage of personnel, shortage of production materials or shortage of resources, strikes, breach of contract by third parties contracted by the contractor or force majeure events at third parties contracted by the contractor, financial problems, and/or lack of the necessary licenses, permits or authorisations needed for the services do not qualify as force majeure. 10.4 If any provision of this Agreement is invalid or unenforceable in whole or in part, or if any provision has been inadvertently omitted from this Agreement, the validity of the remaining provisions of this Agreement shall remain unaffected thereby. Any invalid or unenforceable provision shall be replaced by the Parties acting in good faith by such valid and enforceable provision as most closely reflects the intent and purpose of the original provision. In case of an omitted provision, the Parties shall insert into this Agreement a provision which, given the intent and purpose of this Agreement as a whole, they would have agreed upon, had they considered the matter at the time this Agreement was executed.

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10.5. This is the entire agreement between the Parties regarding the subject matter of this Agreement. Oral agreements or additional general terms and conditions do not apply. The constituent parts of this Agreement are, in the following subsequent order: • this Agreement (main body); • the Invitation to Tender and its Annexes; • the contractor's offer dated […]; and • the General Terms and Conditions of Contract for Services (VOL/B), 2003 version.

10.6. Any modifications of or amendments to this Agreement, including any waiver of this written- form requirement, shall be invalid unless executed in writing and duly signed by all Parties. 10.7. The contractor may not transfer or pledge (part of) this Agreement without the client’s prior written consent. The client shall not withhold such consent unreasonably. The client may transfer this Agreement to any of its affiliates within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG). Any transfer of this Agreement shall be made in writing. 10.8. Neither the failure nor the delay to enforce a right under this Agreement shall constitute a waiver of such right or remedy or of any other available rights or remedies. 10.9. This Agreement shall be governed in all respects by and construed in accordance with the laws of Germany, excluding its conflict of law principles. The United Nations Convention on the International Sale of Goods shall not apply. 10.10. The Parties expressly and irrevocably consent to the exclusive jurisdiction of and venue in the courts of Berlin, Germany for any matter arising out of or relating to this Agreement.

The Parties have caused this Agreement to be duly signed by the undersigned authorised representatives as follows:

EIT RawMaterials GmbH [Contractor] By: Bernd Schäfer By: [name representative] Function: Managing Director / CEO Function:

EIT RawMaterials GmbH By: Dr. Andreas Klossek Function: Managing Director / COO

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