Contract documents - Requirements-TC.pdf

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Signal Analysers/IQ

streaming & Signal

Generator Handheld

Spectrum Analysator - Perfor-

mance Specification: Tech-

nical Specifications

DLR Institute of Communica-

tion and Navigation

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Document Information

Document Information

Title Spectrum Analysator - Performance Specification: Technical Specifications

Classification open

Version 2.0

Date 2026-09-30

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Table of Contents

1. Introduction .......................................................................................................................................... 5 1.1 Project Overview ................................................................................................................................... 5 1.2 Purpose ................................................................................................................................................ 5 1.3 Definitions, Units, Acronyms, and Abbreviations ................................................................................... 5 1.3.1 Definitions ............................................................................................................................................ 5 1.3.2 Units ..................................................................................................................................................... 6 1.3.3 Acronyms, and Abbreviations ............................................................................................................... 6

2. References ............................................................................................................................................ 8 2.1 Applicable Documents .......................................................................................................................... 8 2.2 Reference Documents ........................................................................................................................... 8

3. Requirements........................................................................................................................................ 9 3.1 Statement of Compliance ..................................................................................................................... 9

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List of Tables

Table 1-1: Modal verbs terminology. ............................................................................................................... 6

Table 1-2: List of acronyms. ............................................................................................................................ 7

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1. Introduction

1.1 Project Overview

DLR is the Federal Republic of Germany’s national aerospace research center. Its wide-ranging research and development activities are integrated into national and international projects. In addition to its own research, as Germany’s space agency, DLR is responsible for the planning and implementation of German space missions as well as representing Germany’s interests on an international level.

Within the framework of DLR`s research activities in the area of global navigation satellite systems (GNSS) at the Institute of Communications and Navigation the performance of individual satellite payloads needs to be as- sessed to support national and international interests and application developments. In this context it is neces- sary to acquire measurements at least in L-, S- and C-band (1 – 5.5 GHz). The captured signal will be analysed according power, spectral purity, low level chip quality and coherence between signal components over a wide frequency range. For that purpose, we need spectrum/signal analysers capable to capture spectral as well as in- phase (I) and quadrature (Q) data with high analysis bandwidth, high dynamics/resolution and high amplitude accuracy and for special satellite tests. In this GNSS context also radio frequency interferences capturing and analysis plays an important role. Thus, the device shall be mobile to be able to go to the filed and capture specific signal scenarios. For hardware simulation purposes the handheld shall also be capable to replay the recorded signals as well as generate user specific signals provided by users as vector file.

The procurement of such a Signal Analysers/IQ streaming & Signal Generator handheld (further referred simple as Signal Analyser & Generator Handheld) is necessary to fulfil these activities.

1.2 Purpose

This document contains the technical specifications of the Signal Analyser & Generator Handheld to be pur- chased.

The aspects/criteria/requirements within this document, the performance specification compliance matrix [AD01] (see Sect. 3.1) and the rating matrix [AD02] are relevant.

1.3 Definitions, Units, Acronyms, and Abbreviations

1.3.1 Definitions

According to [RD01] requirements are each expressed using specific words: “shall”, “should” and “may”.

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Modal Verb Interpretation

should is used to express recommendations (provisions that an implementation is expected to follow unless there is a strong reason for not doing so). The negative form is “should not”.

Table 1-1: Modal verbs terminology.

1.3.2 Units

In all documents (both documents related to the invitation to offer and system related documents like manuals, reports, or protocols) units, unit names, and unit symbols shall comply with “Ausführungsverordnung zum Gesetz über die Einheiten im Messwesen und die Zeitbestimmung (EinhZeitG)” [RD02].

1.3.3 Acronyms, and Abbreviations

Acronym Definition

AC Alternating Current

CSV Comma Separated Value

dBc Decibel relative to carrier

dBm Decibel-Milliwatts

DC Direct Current

DDP Delivered Duty Paid

DLR Deutsches Zentrum für Luft- und Raumfahrt e.V.

fs Femtosecond

GNSS Global Navigation Satellite System

Hz Hertz

K Kelvin

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kg Kilogram

kHz Kilohertz

m Meter

MHz Megahertz

mW Milliwatt

rms root mean square

RF Radio Frequency

SSB Single Side Band

V Volt

°C Degree Celsius

Table 1-2: List of acronyms.

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2. References

2.1 Applicable Documents

This document shall be read in conjunction with the documents listed hereafter, which form part of this docu- ment to the extent specified herein.

[AD01] Performance Specifications Compliance Matrix (Statement of Compliance) [AD02] Performance Specifications Rating Matrix

2.2 Reference Documents

The following documents contain additional information that is relevant to the scope of this document.

[RD01] A Guide to Writing World Class Standards. European Telecommunications Standards Institute (ETSI), 2013. [RD02] Die gesetzlichen Einheiten in Deutschland. Physikalisch-Technische Bundesanstalt Braunschweig und Berlin, Nationales Metrologieinstitut. Stand: April 2014

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3. Requirements

3.1 Statement of Compliance

Req01 Together with the other requested documentation the bidder shall submit a statement of compli- ance based on the attached compliance matrix [AD01].

Req02 In column “Compliance Statement” of the compliance matrix the bidder shall specify its compliance to the respective requirement:

• C compliance • PC partial compliance • NC non-compliance

Req03 In case of PC or NC the bidder shall explain in the column “Compliance Comment” the reasons for partial or non-compliance. In case of C no comments are allowed.

Req04 The bidder shall provide one (1) Signal Analyser & Generator Handheld.

Req05 Demonstration or used devices may be offered. These shall fulfil the warranty conditions of new de- vices.

Req06 The Signal Analyser & Generator Handheld shall work with AC power (50-60Hz, 230V +/- 10V) and in mobile conditions with included rechargeable batteries.

Req07 The Signal Analyser & Generator Handheld shall be able to typically operate/run at least 2 hours in mobile mode.

Req08 The Signal Analyser & Generator Handheld shall have two (2) RF inputs, with impedance of 50 Ohm and SMA connector.

Req09 The maximum input level at the RF inputs at 0 dB internal attenuation must be greater than or equal to (≥) +20 dBm.

Req10 The frequency range of the Signal Analyser & Generator Handheld shall cover at least the range be- tween 500 MHz and 5.5 GHz.

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Req11 The Signal Analyser & Generator Handheld shall have at least one (1) external reference input with impedance of 50 Ohm and allow 10 MHz sinusoidal signal as input.

Req12 The Signal Analyser & Generator Handheld shall be equipped with an OCXO internal stable reference oscillator with stability of 5 ppb or better.

Req13 The Signal Analyser & Generator Handheld shall provide the capability to synchronize the data/re- cording time stamping to GPS time with an accuracy of equal or better than +/- 10 ns.

Req14 The Signal Analyser & Generator Handheld should come with a suitable small active GPS antenna.

Req15 The Signal Analyser & Generator Handheld shall provide the capability to discipline the internal clock/oscillator to GPS time.

Req16 The frequency resolution (frequency counter resolution) shall be less than or equal to (≤) 0.01 Hz.

Req17 The Resolution bandwidth (RBW) of the Signal Analyser & Generator Handheld shall cover at least the range between 1 Hz and 10 MHz.

Req18 A preamplifier in the required frequency range shall be installed (on/off switchable) at both RF in- puts.

Req19 The Display Average Noise Level (DANL) of the Signal Analyser & Generator Handheld with pre-am- plifier switched “ON” shall be equal to or better than -160 dBm in the frequency range between 1 GHz – 5 GHz.

Req20 The Real-time IQ analysis and recording bandwidth of the Signal Analyser & Generator Handheld shall be greater than or equal to 490 MHz (in single RF input mode) and shall be available from cen- tre frequencies of 1.35 GHz and higher.

Req21 The Signal Analyser & Generator Handheld shall be able to record signals from the two RF inputs in parallel at least with 160 MHz bandwidth at each RF input or more.

Req22 The Signal Analyser & Generator Handheld shall provide a TX (transmit) output with at least 120 MHz bandwidth and +20 dBm output power.

Req23 The Signal Analyser & Generator Handheld shall provide replay capability of signal recordings.

Req24 The Signal Analyser & Generator Handheld shall provide signal generation capability at least CW, Frequency Sweep as well as user programmed signal vectors (like chirp or pseudo-random-noise codes).

Req25 The Signal Analyser & Generator Handheld’s ADC’s shall provide 16 bit resolution

Req26 The Signal Analyser & Generator Handheld should have the option to adjust ADC to 8 bit for the op- tion to save storage capacity.

Req27 The Signal Analyser & Generator Handheld shall incorporate a display (minimum 15 inches) with touch functionality and internal PC for view and observation of the real-time recording, adjustments and possibly data processing.

Req28 The Signal Analyser & Generator Handheld shall provide equal or more than 15 TB(yte) data storage capacity.

Req29 The Signal Analyser & Generator Handheld shall weight maximum 8 kg.

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Req30 The bidder should provide, if available, the option (with separately listed price) for a suitable mo- bile/transport case, which offers space at least for the Handheld, cables, GPS antenna.

Req31 The Signal Analyser & Generator Handheld shall provide robust housing and water proofness (at least IP44)

Req32 The bidder shall provide an interface definition document describing all interfaces of the Signal Ana- lyser & Generator Handheld.

Req33 The bidder shall submit a detailed user and programming manual according the Signal Analyser & Generator Handheld.

Req34 Later software updates should comply with all requirements specified in this document.

Req35 The bidder shall specify in the offer the included standard warranty period. A warranty period of at least 12 month is required.

Req36 The following optional price shall be separately listed in the offer, if this is not already within the baseline offer,

• extended warranty of five (5) years,

Req37 The following optional price shall be separately listed in the offer, if this is not already within the baseline offer,

• Calibration service for the device for 5 years Note: It is assumed that the Signal Analyzer & Generator Handheld will have a recommended 2 years calibration cycle and the device will be delivered calibrated. Thus, over 5 years 2 addi- tional calibrations are expected.

Req38 The device shall be delivered calibrated.

Req39 The delivery time should be as short as possible

Req40 The Signal Analyser & Generator Handheld should be certified by ISO 140001 or EMAS

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Signal Analyser & Generator Handheld Compliance Matrix [AD01]

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Signal Analyser & Generator Handheld Rating Matrix [AD02] Bidder

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GERMAN AEROSPACE CENTER

GENERAL TERMS AND CONDITIONS OF PURCHASE

1. SCOPE OF APPLICATION, NOTIFICATIONS particular in the event of doubts about the legitimi- 1.1 These General Terms and Conditions of (hereinafter sation of the declaring party, remain unaffected. referred to as "GTCP") apply to all legal transactions concerning the delivery of goods and the provision 2. CONCLUSION OF CONTRACT of services or works (hereinafter referred to as "Pur- 2.1 Contractor's offer must comply with the specifica- chase Order" or "Contract") by the Contractor to tions of the request for quotation/tender and be free Deutsches Zentrum für Luft- und Raumfahrt e.V. of charge for DLR. It shall be binding for the duration (German Aerospace Center, hereinafter referred to of one calendar year unless a shorter period is speci- as "DLR"). fied by the Contractor. 1.2 The provisions of these GTCP shall apply exclusively. 2.2 The Contractor must confirm the Purchase Order im- Deviating, conflicting or supplementary terms and mediately in writing or in text form. If no confirma- conditions of the Contractor shall only become part tion is provided, DLR shall be entitled to cancel the of the Contract if and to the extent that DLR has ex- Purchase Order without any liability towards the pressly agreed to their validity in writing or in text Contractor. Deviations from DLR's Purchase Orders form. This shall also apply if DLR accepts deliveries of shall only be deemed approved if confirmed by DLR goods or services from the Contractor without reser- in text form. vation or pays for them in the knowledge that the 2.3 To the extent reasonable for the Contractor, DLR Contractor's terms and conditions conflict with or may request changes as to the design and execution deviate from these GTCP. of the subject matter of the Contract. Any effects, in 1.3 The following order of precedence applies to the particular with regard to additional or reduced costs Contract: and the delivery or execution date, shall be settled by

• The Statement of Work; mutual agreement. If no such agreement is reached,
• the Purchase Order/Letter of Award; DLR may cancel the Purchase Order without any lia-
• these GTCP including Annex A (Special Obliga- bility towards the Contractor. tions due to funding conditions);
• the General Terms of Contract for the Provision 3. REMUNERATION of Supplies and Services (Allgemeine Vertrags- 3.1 The remuneration stated in the Purchase Order is bedingungen für die Ausführung von Leis- binding and is exclusive of statutory VAT. Unless ex- tungen, VOL/B) as amended from time to time, pressly agreed otherwise, the remuneration shall in- insofar as provided for in the Regulation on the clude all ancillary costs. Travelling expenses shall only Award of Public Contracts (Vergabeverordnung, be reimbursed if they are expressly stated in the VgV) resp. the Sub-Threshold Public Award Reg- Statement of Work and only within the limits given ulation (Unterschwellenvergabeordnung, by the German Federal Travel Expenses Act (Bundes- UVgO). reisekostengesetz, BRKG). 1.4 Relevant statutory and official provisions, including 3.2 The Contractor acknowledges that the application of relevant EU regulations, as well as standards and the provisions of Regulation PR No. 30/53 (Regula- technical guidelines shall apply in the version valid on tion on prices for public contracts) is required and the day of delivery/service. that price audits may be carried out. 1.5 Individual agreements made with the Contractor in 3.3 The Contractor shall bear the transport and ac- individual cases (including collateral agreements, ceptance costs, unless otherwise agreed. supplements and amendments) shall in any case take 3.4 The statutory provisions shall apply to default in pay- precedence over these GTCP. Subject to proof of the ment. contrary, a written agreement or confirmation in text form by DLR shall be authoritative for the content of 4. DELIVERY, DEADLINES, DELAYED DELIVERY, CONTRAC- such agreements. TUAL PENALTY, ACCESS TO PREMISSES 1.6 All legally relevant declarations and notifications with 4.1 Each delivery must be accompanied by a delivery regard to the Purchase Order as well as all notifica- note stating the date, contents of the delivery and tions and express agreements required in these GTCP the DLR Purchase Order number. must be made in writing or in text form. Statutory 4.2 A delivery must be made to the place of destination formal requirements and further evidence, in specified in the Purchase Order and a service must be

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rendered at the place of destination specified in the moisture for further transport and storage at DLR or Purchase Order. The respective destination is also the third parties commissioned by DLR. All important in- place of fulfilment. The INCOTERMS 2020 shall apply formation on the contents, storage and transport in accordance with the specifications in the Purchase must be clearly visible on the packaging. The Con- Order, unless otherwise agreed. tractor is obliged to collect the packaging free of 4.3 Compliance with the delivery or execution dates and charge from the place of fulfilment. quantities specified in the Purchase Order are of the essence. Any delivery/performance ahead of agreed 6. ACCEPTANCE AND TRANSFER OF RISK dates require DLR’s express consent. 6.1 The Contractor may demand acceptance only when 4.4 If the Contractor realizes that it will not be able to the performance to be provided is ready for ac- meet a deadline, it must notify DLR immediately, ceptance. The Contractor shall request DLR to accept stating the reasons and the next possible delivery or the performances, however such request may not be execution date. Any claims DLR may have, in partic- issued prior to completion and agreed deadlines. ular but without limitation hereto, for late delivery 6.2 Partial acceptances are excluded unless expressly remain unaffected. agreed. 4.5 In case any agreed delivery or execution dates are not 6.3 The Contractor shall bear the risk for its contractual met, the Contractor shall be in default without fur- performance until formal acceptance of the perfor- ther notice. If the Contractor is in default, it shall pay mance by DLR. In case of damage to or destruction the invoice amount for each working day, up to a of Contractor’s performance, in whole or in part, by maximum of 5%. DLR is entitled to claim such con- force majeure prior to DLR’s acceptance, , the claim tractual penalty even after acceptance of the deliv- to the contractual remuneration shall lapse. ery/service up to the final payment, without the need 6.4 Acceptance shall take effect when DLR has declared to reserve such right upon acceptance. DLR reserves acceptance in writing or in text form. The same shall the right to prove that damages exceeding the apply if DLR does not declare acceptance or refuses amount paid as contractual penalty incurred. DLR acceptance even though Contractor's performances shall also be entitled to demand the contractual pen- have essentially been rendered in full, in accordance alty in addition to fulfilment and as a minimum with the Contract and free of defects. A second re- amount of damages owed by the Contractor due to quest for acceptance may include a deadline, and ex- statutory provisions. The Contractor is allowed to piry of this deadline shall be deemed the date of ac- prove that no damage or only significantly less dam- ceptance. age has incurred. Further statutory or contractual rights of DLR shall remain unaffected. 7. TERMINATION 4.6 DLR sites are subject to security regulations, includ- 7.1 DLR may cancel the Purchase Order during the per- ing access restrictions. In particular, visitors/suppliers formance of works. In this case, the Contractor shall must identify themselves with a valid identity card or be reimbursed for expenses already incurred and passport and, in individual cases, register in advance necessary plus any follow-up costs, however any and accept verification of identity including security such reimbursement shall not exceed the agreed re- checks. It is the sole responsibility of the Contractor muneration. There is no entitlement to full remuner- to check on and comply with all security and access ation. The Contractor must keep any reimbursable requirements applicable at the respective place of amounts as low as possible. Contractor is not enti- fulfilment. Rejected deliveries/services due to non- tled to any compensation in case the termination is compliance with security regulations shall be at the due to Contractor’s fault. expense of the Contractor. 7.2 Notwithstanding the above provision, each party has the right to terminate the Contract in whole or in 5. HAZARDOUS SUBSTANCES, PACKAGING part at any time for good cause with immediate ef- 5.1 The Contractor undertakes to deliver hazardous sub- fect. Good cause shall include in particular but with- stances / hazardous products in compliance with all out limitation hereto relevant national and international regulations. Infor- a) the filing for insolvency proceedings with regard to mation on substances and mixtures must be en- Contractor’s assets and liabilities, the opening of the closed without being requested. DLR hereby ex- insolvency proceedings or the dismissal of the peti- pressly requires safety data sheets for all deliveries, tion for lack of assets; including deliveries for which such sheets are only to b) any budgetary decision affecting the public funding be submitted on request. of the Contract, in particular any withdrawal of the 5.2 The Contractor undertakes to use environmentally funding, budget freeze or cut of funding; friendly packaging. The packaging must offer suffi- cient protection against damage, soiling and

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c) any discontinuation of DLR’s need due to a decision recruitment and employment, responsibility for the by a DLR funding authority; environment and the prevention of corruption. Infor- d) any behaviour and any business practice of the Con- mation on the ILO and the UN Global Compact Initi- tractor that is likely to violate the ethical standards of ative is available at www.ilo.org and www.unglobal- DLR as contracting authority or applicable law on compact.org. ethical principles, as well as the discovery of behav- 9.2 At DLR's request, the Contractor shall provide evi- iour of the Contractor that would constitute a reason dence of compliance with the above obligations by for exclusion with regard to a public procurement obtaining and submitting suitable documents. If the procedure. Contractor or its employees, subcontractors, suppli- 7.3 Performances provided until the date the termination ers and agents violate these indispensable minimum takes effect shall be billable in accordance with § 8 social and ecological standards, DLR is entitled to set No. 3 VOL/B. The Contractor must prove that the the Contractor a reasonable time limit to cure the vi- costs submitted for invoicing incurred within the olation. If the Contractor fails to cure the violation scope of the fulfilment of the Contract and could within the cure period, DLR is entitled to terminate normally be expected by DLR. all contractual agreements with the Contractor and to terminate for cause any Purchase Orders already 8. EXPORT CONTROL AND CUSTOMS placed. 8.1 The Contractor undertakes to comply with all appli- cable national, European and US export control laws 10. INVOICE, TERMS OF PAYMENT AND ASSIGNMENT and regulations. The Contractor is obliged to provide 10.1 Payments shall be due after acceptance of the sub- all documents and information required for the de- ject matter of the Contract in accordance with the livery/performance of the contractual items in ac- provisions of these GTCP and within 30 days of re- cordance with customs regulations or other applica- ceipt of the accounting documents prepared and ble government regulations. In particular, the Con- transmitted in accordance with the following Sec- tractor shall inform DLR of any clearance require- tion, unless otherwise stated in the Purchase Order. ments for (re-)exports of the goods due to German, 10.2 DLR is subject to the Electronic Invoicing in Public European, US export and customs regulations as well Procurement Regulation (E-Rechnungsverordnung, as the export and customs regulations of the country ERechV). It is mandatory that Contractor's invoice of origin in its business documents. Changes of documents are transmitted only via the Invoicing Por- origin must be notified immediately and unsolicited. tal of the Federal Administration (Verwaltungsportal If necessary, the Contractor must provide evidence des Bundes, OZG-RE), using the Routing- ID and dis- of its information on the origin of the goods by playing the Purchase Order Number. All details are to means of data sheets confirmed by the responsible be taken from the Purchase Order. Authorisation to customs office. submit invoice documents by other means and in 8.2 At DLR's request, the Contractor is obliged to pro- other forms will only be granted in exceptional cases, vide DLR with all foreign trade data on its goods and defined in § 3 ERechV. It is Contractor's sole respon- their components and to notify DLR immediately (be- sibility to contact DLR's accounting department in fore delivery of the goods concerned) of any changes good time. to these data. 10.3 All payments shall be made subject to invoice verifi- cation and shall not constitute any acknowledge- 9. LABOUR STANDARDS, ENVIRONMENT, HUMAN RIGHTS ment that the deliveries/services are free of defects, 9.1 The Contractor is obliged to comply with the relevant timely or complete. DLR shall be entitled to assert statutory regulations on the treatment of employees, rights of set-off or retention to the extent provided environmental protection and occupational safety for by law. DLR shall be entitled to withhold pay- and to work to minimise adverse effects of its activi- ments in whole or in part until any defects have been ties on people and the environment. In particular, the remedied or other counterclaims arising from the en- Contractor shall comply with the core labour stand- tire business relationship have been fulfilled. ards of the International Labour Organization (ILO), 10.4 The Contractor is not authorised to assign rights or the principles of the UN Global Compact Initiative obligations arising out of a contract with DLR with- and the provisions of the Act on Corporate Due Dili- out the prior consent of DLR, at least in text form. gence Obligations in Supply Chains (Lieferketten- sorgfaltspflichtengesetz, LkSG). These essentially 11. LIABILITY FOR DEFECTS concern the protection of human rights, the right to 11.1 The statutory provisions shall apply, unless otherwise collective bargaining, the abolition of forced labour specified hereinafter, as to DLR's rights in the event and child labour, the elimination of discrimination in of defects in material and defects of title, including

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wrong and short deliveries as well as incomplete or c) results from culpable injury to life, body or health. inaccurate assembly, operating or other instructions 11.9 The above limitations of liability shall not apply to and in case of any other breach of duty by the Con- culpable infringement by the Contractor of intellec- tractor. tual property rights or other rights of third parties in 11.2 The Contractor warrants that contractual items com- connection with the delivery/service or its utilisation. ply with the latest recognised rules of technology 11.10 Liability for loss of profit or loss of savings is ex- and all relevant standards and regulations and are cluded. suitable for the specific purposes identified by DLR 11.11 If subsequent fulfilment is impossible for the Con- and for typical use, unless otherwise agreed. tractor or if the Contractor does not immediately 11.3 The Contractor shall carry out an adequate quality comply with the request for subsequent fulfilment, inspection. He must ensure by means of suitable test- DLR shall be entitled within the framework of the ing measures that the contractual items are fit for the statutory provisions to withdraw from the Contract agreed purpose. without setting a further warning, or to reduce the 11.4 With regard to Contractor's comprehensive quality price. In this case and in other cases deemed urgent assurance obligations, DLR's inspection and com- by DLR and notified to the Contractor, DLR shall also plaint obligations shall be limited to the following: be entitled to remedy the defect itself at Contractor's The inspection obligation shall be limited to defects expense or to have it remedied by a third party or to that are obvious during the inspection in the ordinary obtain cover elsewhere. In addition, DLR shall be en- course of business or that are recognisable during titled to damages and reimbursement of expenses in the quality control in a test or sampling procedure. If accordance with statutory provisions. the formal acceptance has been agreed, there is no separate obligation to inspect. For defects that are 12. CONFIDENTIALITY OBLIGATIONS not recognisable, including defects that are only rec- 12.1 Subject to the restriction in the following Section, ognizable upon further use, any statutory obligations "Confidential Information" for the purposes of these to give notice of defects are hereby waived. Notwith- GTCP shall mean all information marked as "Confi- standing any duty for DLR to inspect, a complaint dential" that one party receives or has received from shall be deemed made without delay and in good the other party in connection with a Purchase Order time if despatched within 12 calendar days after dis- and/or the related award procedure. Information covery or, in the case of obvious defects, after deliv- that, due to their nature, is not suitable to be marked ery. In this respect, the Contractor waives the de- as confidential must be declared as "Confidential" fense of late notification of defects. when disclosed and summarized in text form, 11.5 All expenses necessary for the purpose of examina- marked as "Confidential" and transmitted to the re- tion and subsequent fulfilment shall be borne by the ceiving party within a period of 30 (thirty) days after Contractor, even if it turns out that there was in fact such disclosure. The parties agree that such infor- no defect. DLR's obligation to pay damages in the mation is already covered by the protection of these event of any unjustified request to remedy defects confidentiality provisions during the aforementioned shall remain unaffected; however, DLR shall only be 30-day period. liable in this respect if DLR recognised or was grossly 12.2 Any marking or declaring of the subject matter of negligent in failing to recognise that there was no Contract as "Confidential" is not permitted and defect. does, under no circumstances, constitute any confi- 11.6 DLR's notification of a defect shall be deemed a re- dentiality obligations for DLR. The use of the subject quest for immediate subsequent fulfilment. DLR shall matter of Contract may not be restricted. DLR must have the right to choose the type of subsequent ful- be able to fulfil its obligations, in particular but with- filment to be provided by the Contractor. out limitation hereto, obligations as to publication, 11.7 The Contractor shall reimburse DLR for any and all exploitation and information obligations as well as damage to the subject matter of the Contract caused other obligations due to budgetary, funding and/or by the non-conforming or defective delivery/service. state aid regulations. No restrictions may be imposed 11.8 Contractor shall be liable for any other damage if in this respect. such damage 12.3 The party receiving Confidential Information ("Recip- a) is caused by intentional misconduct or gross negli- ient") must treat the Confidential Information with gence on the part of Contractor itself, its legal rep- the same degree of care as its own sensitive infor- resentatives or its vicarious agents; mation and may use the Confidential Information b) is due to defects that the Contractor has fraudulently solely to fulfil the Purchase Order. It may not disclose concealed or has guaranteed to be absent and/or for the Confidential Information to third parties. Ex- guarantees given; empted therefrom are persons who need to know

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the Confidential Information for the execution of the fact that the stated origin or conformity (e.g. as a Purchase Order and participants to DLR’s projects, result of incorrect certification or missing evidence) is provided the aforementioned persons are bound by incorrect, is not recognised or is subsequently with- adequate confidential obligations. The aforemen- drawn. tioned requirements do not apply to DLR with regard 13.5 Unless otherwise agreed, the Contractor shall take to DLR’s funding authority, their external bodies and out sufficient public liability and product liability in- agents. surance, including coverage of recall risk, to cover its 12.4 The confidentiality obligations do not apply to infor- obligations arising out of the supply relationship with mation that DLR and shall maintain such insurance cover at its a) are known or generally accessible to the public at the own expense on an ongoing basis. Upon request, time of their disclosure or subsequently become DLR shall be provided with evidence of such insur- known or generally accessible to the public without ance cover in the form of a corresponding confirma- the involvement or fault of the Recipient; tion from the insurer. b) were independently developed by employees of the 13.6 Liability for accidents that occur to the Contractor or Recipient who did not have access to the "Confiden- its vicarious agents and/or assistants on DLR premises tial Information"; is excluded unless caused by wilful or grossly negli- c) after transmission have been made legally available gent breach of duty by DLR's legal representatives or to the Recipient by a third party without restriction vicarious agents. The Contractor shall only be liable with regard to confidentiality or use; for damage caused by the Contractor's work on DLR d) must be disclosed in fulfilment of a legal obligation premises to the extent that the Contractor is at fault. and/or in the context of legal or official proceedings to which the Recipient is subject. 14. INTELLECTUAL PROPERTY, RIGHTS OF USE The party invoking one of the above exceptions 14.1 The Contractor shall ensure that no patents, utility shall bear the burden of proof that the conditions models, copyrights or other intellectual property are met. rights ("Intellectual Property Rights") of third parties 12.5 The parties undertake to treat Confidential Infor- are infringed through the delivery/service and/or the mation confidentially for 5 years after final payment use and exploitation of the subject matter of the by the funding authority to DLR in the relevant pro- Contract. The Contractor shall indemnify DLR and its ject. customers against any and all claims arising out of the use of such Intellectual Property Rights. This shall 13. LIABILITY, INDEMNIFICATION, RIGHT OF RECOURSE, INSUR- not apply if the subject matter of Contract is based ANCE COVERAGE on drawings, models or other equivalent descriptions 13.1 Unless otherwise agreed in these GTCP, the Contrac- or information provided or transmitted by DLR. tor shall be liable for damages in accordance with the 14.2 All work results, with the exception of inventions and statutory provisions. The Contractor shall be liable with the exception of results protected by copyright for its representatives, vicarious agents, suppliers or shall be transferred to DLR upon full payment of the subcontractors to the same extent as for its own be- agreed remuneration. haviour. 14.3 If the work results are protected by copyright, DLR 13.2 The Contractor shall indemnify and hold harmless shall be entitled to the exclusive, transferable, tem- DLR upon first demand against any and all claims, porally and geographically unlimited right to use including claims arising from defects, consequential them in unaltered or altered form in all types of uti- or incidental damages, from infringement of intellec- lisation (in particular to reproduce them, have them tual property rights and copyrights or other rights of reproduced and process them) and to grant third third parties as well as claims under product liability parties rights of use for all types of utilisation. law, that third parties assert against DLR and that are 14.4 The Contractor shall without undue delay inform based on the subject matter of the Contract or Con- DLR in writing of any inventions that are made by its tractor’s behavior. employees and other persons involved during the 13.3 In the case of warranty claims or claims in tort, how- performance to be provided under the Contract. DLR ever, the right to indemnification shall only apply if may then select at its sole discretion whether DLR the Contractor is responsible for the defect or is at wishes a transfer of the rights in the reported inven- fault, and in the case of warranty claims if the statu- tion. Declaration of DLR’s decision to claim such tory limitation period has not yet expired. transfer must be given to the Contractor in writing 13.4 If the Contractor provides information on the origin within 6 months of receipt of Contractor’s notifica- or conformity of the contractual items, he is obliged tion about the invention. The Contractor must en- to compensate DLR for any damage caused by the sure to be legally able to transfer the rights to the

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invention, in particular, the Contractor must ensure c) If the Contractor detects malware at DLR, it shall to claim or obtain assignments to the invention in inform DLR immediately. The same obligations ap- due time. If the invention is transferred to DLR, DLR ply to any form of electronic communication that is shall decide on the type and scope of a filling for in- checked for malware in accordance with current tellectual property protection and shall bear the costs standards. The Contractor declares that the exami- for such application, maintenance and defence. In nation of the software has not revealed any evi- case DLR does not declare a decision or declares its dence of viruses, Trojans, spyware or similar. decision against a transfer within the aforemen- d) The Contractor is obliged to inform DLR immedi- tioned period, the Contractor is free to dispose of the ately if risks or additional expenses may arise from invention at its discretion. the defined specifications or prescribed standards, 14.5 DLR shall be entitled to claim any rights in inventions from the software tools used or their interaction made jointly by employees of both parties within the with DLR's existing IT landscape, or if the Contrac- scope of the performance under the Contract. The tor becomes aware of such risks or additional ex- above Section shall apply accordingly. penses. 14.6 In case and insofar as Contractor's Intellectual Prop- e) The Contractor is obliged to inform DLR of any re- erty Rights are incorporated into the subject matter strictions regarding the usability, modifiability or re- of the Contract and are required for its use, the Con- distribution of delivered software arising from the tractor shall grant DLR a non-exclusive, irrevocable, applicable licence conditions of third parties. This royalty-free, sub-licensable and transferable licence, applies in particular in the case of software or soft- unlimited in terms of time and place, to use, process ware components that are subject to an open or reproduce the subject matter of the Contract itself source licence or a comparable licence model. or through third parties. This licence also extends to 15.2 Performance; fulfilment; transfer of risk software belonging to the subject matter of the Con- a) The Contractor warrants that the software supplied tract, including the associated documentation. Soft- complies with the recognised technical and quality ware belonging to the subject matter of the Contract standards at the time the Contract is concluded. is transferable without restrictions. Multiple use The software shall be provided in compliance with without additional remuneration is expressly permit- the Standards for the Proper Data Processing ted. (Grundsätze für die ordnungsgemäße Daten- 14.7 If DLR's Intellectual Property Rights are affected by verarbeitung, GoDV) and relevant quality stand- the Purchase Order, the Contractor warrants to use ards. Deliveries/services must be comprehensively such exclusively within the scope and for the purpose checked and tested prior to provision. of fulfilling the Purchase Order and exclusively at the b) The Contractor shall provide complete (system and approved production site. The Contractor shall be user) documentation in German or English. granted a simple, non-exclusive right of use for the c) The Purchase Order shall not be deemed to have duration of the performance of the service. been fulfilled until functional tests carried out on 14.8 DLR, third parties authorized by DLR as well as DLR’s the software have been successfully completed af- funding authority have the right to publish and use ter receipt at the place of fulfilment. otherwise in any form, in full or abbreviated, work d) Upon successful completion of the functional tests, results and non-sensitive information related to the ownership and risk are transferred to DLR upon ac- Contract quisition of the software. 15.3 Rights of use 15. SPECIAL PROVISIONS FOR SOFTWARE a) DLR has the non-exclusive, transferable, sub-licens- 15.1 Malware; testing obligations; information obligati- able, locally and temporally unlimited right to use ons the software, including its documentation, in any a) The Contractor undertakes to check for malware system environment, unless otherwise agreed. (e.g. Trojans, viruses, spyware, etc.) all software and b) The above right of use also includes the rights all data carriers used by the Contractor for the pro- within the scope of the contractually agreed use as vision of the performance and all electronically (e.g. follows: e-mail, data transfer) transmitted deliveries/services - to make the software available within DLR prior to delivery/provision/use to ensure freedom within the framework of Application Service from malware. In doing so, Contractor shall use Providing (or comparable forms of utilisation); state-of-the-art testing and analysis procedures. - the provision of a software distribution pro- b) If malware is detected, the data carrier must not be gramme for the automation of installation and used or the data transfer must not be completed uninstallation processes. and finalised.

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This does not affect the right to make a copy of the 20.2 The contractual relationship between DLR and the software for backup purposes. The copies of the Contractor, including all past and future legal rela- tionships, shall be governed exclusively by German standard software used for proper data backup are law, excluding the conflict of laws provisions and the part of the intended use. provisions of the United Nations Convention on Con- tracts for the International Sale of Goods (CISG). 16. OFFSETTING, RIGHT OF RETENTION 20.3 Jurisdiction and venue for all legal disputes arising 16.1 The Contractor may offset claims against DLR’s directly or indirectly from contractual relationships claims only to the extent that such claims of Contrac- based on these Terms and Conditions of Purchase tor are established as final and absolute or are undis- shall be Cologne/Germany. However, DLR shall also be entitled to bring an action at the Contractor's reg- puted. The Contractor may only assert a right to re- istered office, its branch office or at the court of the fuse performance or a right of retention if the rele- place of fulfilment. vant counterclaim is undisputed or is established as final and absolute. 16.2 In the event of defective performance, DLR shall be entitled to withhold payment pro rata until proper fulfilment.

17. TRANSFER OF RISK, TRANSFER OF TITLE 17.1 The risk of accidental loss and accidental deteriora- tion of the item upon delivery of goods shall pass to DLR upon acceptance of the goods at the specified place of delivery. This shall also apply if DLR has as- sumed the costs of despatch in individual cases or if delivery is "ex works". 17.2 Contractual items shall become the property of DLR immediately after delivery. Any retention of title by the Contractor shall only be effective if expressly agreed or confirmed by DLR in text form.

18. FORCE MAJEURE Force majeure, in particular labour disputes, opera- tional disruptions for which DLR is not responsible, pandemics, unrest, official measures and other un- foreseeable and unavoidable events shall entitle DLR

• without prejudice to other rights - to withdraw from the Contract in whole or in part if the disrup- tion lasts longer than three months and results in a significant reduction or elimination of DLR's require- ments.

19. COMPLIANCE The Contractor assures to comply with all laws and regulations concerning him and the business rela- tionship with DLR, not to commit any acts and to re- frain from acts that could lead to criminal liability, in particular due to fraud or embezzlement, insolvency offences, offences against competition, granting of advantages or bribery of persons employed by DLR or other third parties. The DLR compliance regula- tions must be observed.

20. PLACE OF FULFILMENT, GOVERNING LAW, VENUE 20.1 The place of fulfilment shall be the place to which delivery is to be made or where the service is to be rendered in accordance with the Purchase Order, un- less otherwise specified, the registered office of DLR in Cologne.

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