Project Name

CONSORTIUM AGREEMENT

BETWEEN DT Global Idev Europe S.L North Building, Orense 34, 6th floor, 28020 Madrid
Spain, Tel.- (+34) 91.096.21.00]. email…[ *] (Hereinafter referred as DT
Global)

and .........company name ...............

……….. address ………….
……….. phone, fax, email ……………..

and .........company name ...............

……….. address ………….
……….. phone, fax, email ……………..

FOR THE PROJECT: Country. Financing Institution. Project name & reference number.
(hereinafter referred to as the Project)

1. Purpose.

1.1 The above mentioned companies (hereinafter referred to as The Parties) hereby
constitute themselves as the Consortium for the purpose of:

1.1.1 Entering into the Service agreement and performing all the Services to be undertaken
for the Project by the consortium under the Services Agreement awarded by the Client
to the members in response to their proposal.

1.1.2 DT Global, on behalf of the Consortium, has signed a contract with name of
Contracting Authority on …date… (hereinafter referred to as the Contract).

1.1.3 The purpose of this agreement is to define the rules that will govern the companies’
relations for the successful implementation of the Project. The companies agree to
adhere to the following terms:

2. The Project.

The project will be implemented in accordance with the Main contract and general Terms of
Reference (Annex 1 to this agreement), the Technical Proposal submitted by the Consortium
(Annex 2 to this Agreement), and the consortium internal budget (Annex 3).

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3. Duration of the Agreement.

The agreement will enter into force on the date of signature by the Parties and will remain valid
for the entire duration of the Project. Nevertheless, the terms of this agreement shall continue to
bind the parties to such extent and for so long as may be necessary to give effect to the rights and
obligations specified in this agreement.

4. Consortium Composition.

The Consortium is integrated by the abovementioned companies that do not constitute a

partnership or joint venture between them. DT Global is the Leader of the Consortium, the other
members are Partners with the roles defined in term 5 of this consortium agreement.

Any change in the composition of the consortium must be preceded by a written approval from
the Contracting Authority, in compliance with the regulations applicable to the service contract
signed between DT Global and the Contracting Authority.

Apart from the written and express authorisation from the Contracting Authority, any transfer in
the contractual position of a member of the consortium, and/or total or partial subcontracting of
its’ responsibilities will require written consent by the Leader of the Consortium.

5. Responsibility.

Neither the Leader nor any of the members of the Consortium, will be liable for another member
of the Consortium’s failure to perform their obligations before third parties other than the
Contracting Authority (i.e. experts) in the framework of the implementation of the Contract.
Therefore, each party will indemnify and keep indemnified the other party (ies) against all legal
liabilities arising out of or in connection with the performance, or otherwise, of the indemnifying
member’s obligations under this agreement.

6. Scope of services.

6.1. Scope of Services of Consortium Leader. DT Global, as Leader of the Consortium will be
in charge of the overall management of the project and the contract, including:

 Management of the project in the field and provision of appropriate backstopping

support.
 Appointment of a Project Manager within DT Global’s structure.
 Preparation and submission of reports to the Contracting Authority and Beneficiary.
 Financial management: provision of financial guarantee to the Contracting Authority,
request for payments, submission of invoices, receipts and payments.
 Signature and management of contracts with experts and subcontractors.
 Technical direction and quality control.
 Coordination of relationship with Partners.
 Representation of the Consortium before the Contracting Authority, financing institution
and beneficiary. DT Global will be the sole party that may enter in communication with
these institutions in the framework of the Project. The other Parties will refrain from
contacting them without DT Global ’s prior authorisation.
 Registry and Archive
 ……….

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6.2. Scope of services of Partners. The Partners will be in charge of the following:

 Provision of assistance to the Lead Company in the implementation of the Project.

 Identification, proposal and contracting of quality experts for the assignments that will
be in the framework of the Project..Each partner will endeavour to provide at least one
candidate for each of the key long term or short term non-key positions that are
needed.
 …….

7. Management of the Consortium.

7.1. Management.

DT Global, as Lead Company, will be responsible for the management of the

Consortium. DT Global will appoint a Project Manager and a Project Director and
provide adequate backstopping and technical support to the experts in the field.

Each partner will appoint one staff member who will represent the partner in the
project implementation.

7.2. Information.

DT Global will provide information to the Partners regarding Project implementation

every same frequency as payments from the Contracting Authority……. months.

7.3. Costs.

Each Partner will be responsible for the incurred expenses derived from the
management of the Project.

7.4. Management Fee.

DT Global will receive a management fee of ... %, as specified in the Consortium

internal budget (annex 3) of the fee rate invoiced to the Contracting Authority

7.5. Consortium meetings.

A Consortium Committee made up of representatives nominated in writing by each

Member will be created to supervise the implementation of the Services. Each
Member shall have the right to nominate a representative to the Consortium
Committee.

7.6. It is intended that the Consortium Committee shall meet on a semester basis or upon
being requested to do so by the majority of the Members or the Consortium’s
Representative.

7.7. Subject to the provisions of this Agreement, all decisions of the Consortium Committee
shall be reached by unanimity of the represented Members in the meeting. In the

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event that a unanimous decision can not be reached DT Global will have a casting vote
that will only use it in exceptional circumstances.

8. Participation of the Partners and their remuneration.

Choose from the following 3 Schedules and delate those not applicable

BY RESPECTIVE EXPERT SHARE OF THE CONSORTIUM

The Partner (name) will implement a maximum of ...... % of the total number of man/ days of
short term experts according to the following breakdown:

International / Regional experts:

 .......... man/ days of Senior experts at ........ € (management fee already deducted)
 .......... man/ days of Junior experts at ........ € (management fee already deducted)

Local experts:

 .......... man/ days of Senior experts at ........ € (management fee already deducted)
 .......... man/ days of Junior experts at ........ € (management fee already deducted)

The fee rates are fixed for the total duration of the Project. They may only be modified in
exceptional circumstances and based in the terms agreed by written by the Leader and the
Partners, i.e. it is necessary to replace an expert or if there is a modification to the Contract.

Choose from the following 2 options and delate those not applicable

Option 1

This fee rates will cover all experts’ costs including allowance, meals, perdiem, visas,
telecommunication and any other expenses the expert/s may incur.

or

Option 2

The Partner will receive up to a maximum of ..... num. plane tickets at the maximum rate of ..........
€ per ticket for their experts contracted. The Partner will receive up to a maximum of ..... num.
per diems at the maximum rate of .......... €/ night for their experts contracted. Per Diems cover
for accommodation, meals, local transportation within the place of mission, visas,
telecommunications and any other sundry expense the expert may incur. Per diems will only be
reimbursed for the expert’s overnight stay in if the place DT Global of mission is different from
his/her place DT Global of residence.

Each Partner shall take care of the contractual arrangements with his/her experts and shall bear
all the costs of travel arrangements, travel tickets, subsistence, fees, advance payments, etc.
related to the corresponding activities performed by the experts the partner performs.

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All partners agree to negotiate and pay the experts reasonable economic conditions (fee rates,
travel and allowance expenses, etc.) and reasonable payment calendar, taking into account the
type and extension of the services to be provided by the expert.

PROFIT SHARE CONSORTIUM

8.1 Profit share: Profits generated by the Project will be distributed according to the following
percentages:

 DT Global, Leader, …%,

 ……Member 1….. …%,
 ……Member 2….. …%.

Each Member must actively support the Project implementation (ie. identification and
proposal of experts that are accepted by the Client; support to the Leader,..) in a share
similar to that of the profit margin. Otherwise, the Leader may revise the allocated
percentage of profit share.

8.2 Profit calculation: The Project profit will be the difference between all the amounts
received from the Client for the services actually performed and approved and the Project
costs. The Project costs include among others:

 Payments to experts: honoraria, per diem, accommodation, insurance, etc.

 International and local travel
 Leader´s management fee
 Administrative facilities: office rental, office supplies and running costs,
telecommunication facilities, promotional material, equipment & furniture, cost of
hiring of administrative staff, etc.
 Backstopping visits by the Leader.
 Bank charges derived from the financial guarantee for example, or commissions for
recurrent bank transfers.
 Any extraordinary costs (e.g. project audit–excluded those audit costs billable to
client as reimbursable expenses-, costs associated with replacement of personnel,
etc.).

The Leader will manage the project direct costs (administrative facilities, backstopping
visits, bank guarantee cost, equipment, etc.) at its own risk. Should the project direct
costs be executed above the budgeted amount, the Leader will cover the difference; on
the contrary, should the project direct costs be executed below the budgeted amount, the
difference will not constitute part of the profit to be distributed among the Member(s).

Please refer to the Consortium Internal Budget included in Schedule x.

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MIX SCHEME CONSORTIUM

8.1 Profit share on the Key Expert positions. Profits generated by the Key Experts positions
project will be split according to the following percentages.

 DT-GLOBAL, Leader, ... %,

 ……Member 1….. …%,
 ……Member 2….. …%.

The Members will actively participate in the identification and proposal of suitable key
experts during proposal preparation and further replacements and present them to Leader,
in the same percentage specified as profit share percentage. In case the proportion of
proposed quality and qualifying experts is lower than the profit share percentage, the Leader
may review the latter.

8.2 Profit calculation: The Project profit will be the difference between all the amounts
received from the Client for the services actually performed and approved and the Project
costs. The Project costs include among others:
 Payments to experts: honoraria, per diem, accommodation, insurance, etc.
 International and local travel
 Leader´s management fee
 Administrative facilities: office rental, office supplies and running costs,
telecommunication facilities, promotional material, equipment & furniture, cost of hiring
of administrative staff, etc.
 Backstopping visits by the Leader.
 Bank charges derived from the financial guarantee for example, or commissions for
recurrent bank transfers.
 Any extraordinary costs (e.g. project audit, costs associated with replacement of
personnel, etc.).

The Leader will manage the project direct costs (administrative facilities, backstopping trips,
bank guarantees, support staff, equipment, etc.) at its own risk. Should the project direct
costs be executed above the budgeted amount, the Leader will cover the difference; on the
contrary, should the project direct costs be executed below the budgeted amount, the
difference will not constitute part of the profit to be distributed among the Member(s).

8.3 Input share on the Non Key experts positions.

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The Partner (name) will implement a maximum of ...... % of the total number of man/ days of
short term experts according to the following breakdown:

International / Regional experts:

- .......... man/ days of Senior experts at ........ € (management fee already deducted)
- .......... man/ days of Junior experts at ........ € (management fee already deducted)
Local experts:
- .......... man/ days of Senior experts at ........ € (management fee already deducted)
- .......... man/ days of Junior experts at ........ € (management fee already deducted)

The fee rates are fixed for the total duration of the Project. They may only be modified in
exceptional circumstances and based in the terms agreed by written by the Leader and the
Partners, i.e. it is necessary to replace an expert or if there is a modification to the Contract.

Choose one option

Option 1
1. These fee rates will cover all experts’ costs including allowance, meals, perdiem, visas,
telecommunication and any other expenses the expert/s may incur.

or
Option 2

The Partner will receive up to a maximum of ..... num. plane tickets at the maximum rate
of .......... € per ticket for their experts contracted. The Partner will receive up to a maximum
of ..... num. per diems at the maximum rate of .......... €/ night for their experts contracted. Per
Diems cover for accommodation, meals, local transportation within the place of mission, visas,
telecommunications and any other sundry expense the expert may incur. Per diems will only
be reimbursed for the expert’s overnight stay in if the place DT Global of mission is different
from his/her place DT Global of residence.

Please refer to the Consortium Internal Budget included in Schedule x.

Each Partner shall take care of the contractual arrangements with his/her experts and shall
bear all the costs of travel arrangements, travel tickets, subsistence, fees, advance payments,
etc. related to the corresponding activities performed by the experts the partner performs.

All partners agree to negotiate and pay the experts reasonable economic conditions (fee rates,
travel and allowance expenses, etc.) and reasonable payment calendar, taking into account the
type and extension of the services to be provided by the expert.

9. Payments.

9.1 Payments.

DT Global will pay the Partners (name) the ....... % of the agreed amounts (as per art. 5 and 6)
(the calculation is made so that the amount retained from the partners during the
implementation of the project is equal to the final payment - or retention - made by the
Contracting Authority ) following the same payment schedule as the Project Contract. The

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remaining amount due will be released at project closure, after the Final Report has been
approved and Final Payment received.

Payment shall be made to a bank account hold by the Partner and will be done in the currency
of the Project. No payments shall be made to banks located in “tax havens”.

The Partner will provide a valid tax ID number for the country of which they are fiscal resident,
and may be required to provide additional proof of fiscal residency should it be requested by
the Leading Member.

The aforementioned amounts will be reduced or increased, as periodically established by the

Spanish tax legislation applicable to income tax withholdings and value added tax. This tax
withholding will not be applied in case the Partner demonstrates, by means of the appropriate
official certificates, that it is a resident in the European Union for tax purposes, or resident in
some other country with which Spain has subscribed a double-taxation avoidance agreement.
If the Partner fiscal residency is within the European Union, it must provide DT Global with a
valid European VAT number in order to receive payment.

DT Global will cover the expenses derived from the normal transfer when these are expenses
generated by its bank; on the other hand, the Partner will be responsible for bank charges
generated by his/her bank.

9.2 Calendar

Payments will be made within 30 days from reception of the corresponding invoice, once
payment has been received by the Contracting Authority for the services invoiced and
provided the Project cashflow is positive and/or payments do not generate a situation of
negative cash flow.

9.3 Content of Invoices.

All invoices by the Partners must contain the following information. Otherwise delays in the
payment could occur:

 Name of service supplier, address, telephone and fax

 VAT n° (if applicable)
 Invoice number and date
 Project Title
 Concept and amount
 Signature
 Bank Details (bank name, name on the account holder, bank address, account
number).
 For payments to EU Member States and Switzerland, International Bank Account
Number (IBAN) and SWIFT Code of the beneficiary bank.
 For all other countries, SWIFT Code of the beneficiary bank

Invoices will be addressed to :

DT Global Idev Europe , S.L.

North Building, Orense 34, 6th floor, 28020 Madrid

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Spain, Tel.- (+34) 91.096.21.00

VAT N° B-79217279

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9.4 Supporting Documents.

Along with the invoice, the Partners will enclose the following supporting documents to the
payment claim.

Type of expense Supporting document requires

Fee Copy of the Timesheet duly signed by the Expert, the Team Leader,
Beneficiary, and Contracting Authority (originals shall be handed to the
Team Leader/ Leader of the Consortium).
Per Diems Timesheet
Travel Plane ticket in economy or tourist class (1st class if train)
- Boarding Passes
- Invoice of the plane/ train ticket
- Supporting document related to other eligible expenses approved by
the Contracting Authority
Incidental Original supporting documents
Expenditure

Partners will ensure that their experts hand in their Timesheets and supporting documentation
within 10 days from the deadline for the submission of the mission report. In case of delays,
the Leader of the Consortium may penalise with one day of fees per each week of delay.

9.5 Advance.

Partners may request DT Global to distribute their share of the advance payment received
from the Contracting Authority, so long as they can provide DT Global with a counter
guarantee for the corresponding amount, and only after DT Global has received the advance
payment from the Contracting Authority. The corresponding share will be calculated on the
basis of the percentage of the total amount the Partner is entitled to invoice to DT Global over
the total contract value.

10. Extensions and budgetary increase.

In case of extension in the duration of the Project or budget increase, the Parties will re-
negotiate the terms of this agreement in good faith, including revision of the management fee,
in order to reflect the real participation of each Partner in the implementation of the Project.

11. Intellectual Property Rights.

Nothing in this agreement shall be deemed to assume or result in the transfer of ownership or
the grant or license of any rights of any kind in any pre-existing or future intellectual property
rights of any party. Subject to any express provisions contained in the agreement, all
intellectual property rights including, without limitation, copyright in any material produced in
performance of the agreement, shall vest in and at all times remain vested in the originator of
that intellectual property.

Moreover, the Parties will indemnify the Leader against all claims, proceedings, damages, costs
and expenses sustained, incurred or payable by the Leader arising by or because of any actual
or alleged infringement of any third party´s patent or copyright.

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12. Termination of the agreement.

The Parties may terminate this Agreement with immediate effect if the other Party

a) Commits any material breach of any term of this Agreement which is not capable of
remedy;
b) Suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial
part of its business or suspends, or threatens to suspend, payment of its debts or is,
or is deemed to be, insolvent, unable to pay its debts as they fall due for payment, or
admits inability to pay its debts or commences negotiations with all or any of its
creditors with a view to rescheduling any of its debts, or enters into any composition
or arrangement with its creditors generally save for the purposes of a voluntary
reconstruction, refinancing or amalgamation;
c) Is involved in any judicial or administrative proceeding in the nature of expropriation,
confiscation, nationalisation or sequestration of or with respect to the Party, the
business or its management, ownership or operation is instituted by any
government, government agency or authority purporting to exercise government
authority or any of the licences, concessions, permits, rights or privileges required for
the conduct of the business are revoked, cancelled or otherwise terminated or the
use curtailed or prevented in such manner as to materially and adversely affect the
financial condition and operations of the Party;
d) Is affected by an event of Force Majeure Event for a continuous period of more than
sixty days which has substantially and adversely affected performance of the
obligations;
e) Is in breach of any applicable law or its and their shareholder, directors, officers,
employees or agents is subject to any applicable sanction, embargo or restriction
that precludes the legal operation of the business

13. Exclusivity.

The Parties agree to work exclusively together for the Project during the entire duration of the
allocated project activities. The terms and conditions of this agreement are confidential and
may not be disclosed to third parties.

14. Severability.

Any article or provision of this agreement that is or should be held invalid shall, as far as
possible, be rewritten to correct the invalid clause. In no case shall the nullity of a single
provision of this contract affect the validity of the rest of the Contract. Any modification of the
agreement must be reflected through an addendum.

15. Confidentiality.

The contents and existence of this Agreement as well as any information of any type and
nature, whether in oral, written, digital or electronic form, which the Parties share in the
context of this agreement will be considered as “Confidential Information”.

The Parties undertake to maintain strictly confidential the Confidential Information, an

undertaking which will extend to, as the case may be, their own officers, employees, agents or
advisors, as well as their related parties in general. For the purposes of this Agreement, related

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parties will be understood to include (i) the legal persons (as well as their shareholders which
hold either directly or indirectly more than 25% of the shares in such entity) which hold,
directly or indirectly, a percentage shareholding greater than 5% in the company which is a
party to this agreement or companies within its group, (ii) the physical persons who have a
family relationship up to the third grade with such parties, (iii) the directors, executives and
employees (as well as their family members up to the second grate of relationship) of the
parties.

During the performance of this Agreement and afterwards, the Parties undertake not to
disclose Confidential Information and not to use it other than in the context of the
performance of this Agreement and the development of the Project.

Each one of the Parties will be responsible for ensuring that all its employees, executives and
related parties comply with the duty of confidentiality provided for in this clause and will be
liable for any breach of such obligation.

The duty of confidentiality is unlimited in time and applies in relation to any country of the
world.

The confidentiality obligation provided for herein will not apply in relation to:

a) information which must be disclosed to the extent that it is required under any
applicable rule, court order or judgment or by a competent authority;
b) information which, as the case must be, must be disclosed to the current or future
shareholders of any of the companies of the group in the ordinary course of its
business;
c) disclosure made in a confidential manner to the professional advisors of any of the
parties of such information as has been reasonably requested to the extent that the
nature of the contract itself requires it;
d) the information comes into the public domain other than as a result of a breach of this
confidentiality obligation;
e) any notifications which are made in accordance with the terms provided for in this
clause; and
f) in the event of legal proceedings initiated by any of the parties.

In the event that any of the Parties is legally obliged to disclose to third parties or to make
public all or part of the Confidential Information, the obliged party will immediately (and in any
event prior to handing over any of the Confidential Information) notify in writing such
circumstance to the other parties so that they may adopt measures which they may consider
appropriate to protect their rights. After such notification, in the period of five (5) business
days from the delivery, the parties will determine by mutual agreement the content of the
Confidential Information which it is legally necessary to disclose, provided that the same is
possible.

16. Data protection.

16.1 Performance.

Each of the Parties of this agreement (the “Agreement”) will process the personal data as Data
Controller in strict compliance with the current data protection regulations, in particular

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Regulation (EU) 679/2016, of 27th April, on the protection of natural persons with regard to
the processing of personal data and on the free movement of such data (General Data
Protection Regulation or “GDPR”) and Organic Law 3/2018, of 5th December, on the Protection
of Personal Data and guarantee of digital rights (“LOPDGDD”).

16.2 Data Processing Agreement.

Where the execution of the Agreement involves the processing of personal data as a data
processor, the relevant Data Processing Agreement will be signed.

16.3 Processing of signatories´ personal data.

The personal data of the signatories of the present Agreement will be incorporated in files
owned by each of the Parties, created and maintained under their respective responsibility.
These personal data will be processed with the purpose of allowing the development,
maintenance, management and execution of this contractual relationship (the legal basis for
this purpose being both the fulfilment of a contract and the legitimate interest of each of the
Parties in managing their business efficiently); to fulfil their legal obligations, such as those
arising in tax and/or labour matters (the legal basis being the fulfilment of a legal obligation);
as well as, to maintain possible future business relations on the occasion of the activities of the
Parties (in the exercise of a prevailing interest in managing their business effectively); to
ensure compliance with the law in the context of its activity (based on the prevailing interest in
preventing the commission of illegal conduct in the context of its activity) and/or to ensure
access control to its facilities and manage its security (based on the prevailing interest in
ensuring the security of its facilities, workers and property).

This processing shall include both the data provided by the affected parties themselves, as well
as the identification, contact, job position, communications and intervention data in
operations and/or transactions that are obtained in the course of the Agreement's operations
and/or the interaction between both parties by their workers, subcontractors and/or third
parties involved in said operations. The identification of the signatories is a necessary
requirement for the formalization of this Agreement, so if you do not provide such personal
data, the conclusion of this Agreement cannot be carried out.

The signatories undertake to keep their data accurate and up to date so that they can respond
truthfully to their situation.

Each Party may communicate the data to public administrations (the Spanish Tax Agency,
SEPBLAC, etc.) insofar as it is necessary for the fulfilment of their respective legal obligations in
accordance with the regulations in force, and/or to relevant judicial bodies or State Security
Bodies and Forces for the purposes of compelling compliance with the obligations contracted
always within the functions that such authorities are entrusted by Law (on the legal basis of
the fulfilment of such an obligation); or the communication of the data is necessary and/or
appropriate for the interposition, exercise or defense of the legitimate rights and interests of
any of the Parties, in judicial or extrajudicial channels (on the basis of its overriding interest in
the defense of those rights and interests). [They may also transfer them to companies of their
own corporate group for the same purposes as those set out above (based on the legitimate
interest in ensuring efficient management of the group).] [The data will also be communicated
to the Financing Institution or the Contracting Authority of the Project, in order to fulfil their

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obligations under this contractual relationship.] The signatories' personal data may also be
communicated to banks and financial institutions, as well as to companies related to the
management of collections and payments and resolution of incidences, in order to comply
with their obligations under this Agreement (the legal basis being the fulfilment of a contract).

The Parties may also share the signatories’ personal data with their legal advisors,
accountants, companies supporting their computer systems and/or any other data processors
who access the data solely for the purpose of providing a service to the relevant Party. The
legal basis for such processing is the management of the contractual relationship and the
performance of obligations under or arising from this Agreement.

Any of the Parties may assign the data (i) to potential purchasers of any of the Parties or of any
of their assets or business and/or, as the case may be, of the Real Estate; or (ii) to those
companies of the group, entities of any of the Parties or third parties that may be interested in
being subrogated in the present contract, either directly or indirectly; provided that it is
convenient to facilitate such transactions. The legitimate basis of the processing, in these
cases, is the legitimate interest of any of the Parties in guaranteeing the viability of the
operation and, once such operation is completed, on the legal basis of the management of the
new contractual relationship.

The Parties will [not] transfer the data to other companies within the group of each of the
Parties, international offices, suppliers and/or collaborating entities located outside the
European Union and the European Economic Area [, to the states of: [Switzerland], [Canada],
[Argentina], [Guernsey], [Isle of Man], [Jersey], [Faroe Islands], [Andorra], [Israel], [Uruguay],
[New Zealand], [Japan], declared to be of equivalent protection, respectively, by decisions of
the European Commission; [2000/518 CE], [2002/2/CE], [2003/490/CE], [2003/821/CE],
[2004/411/CE], [2008/393/CE], [2010/146/UE], [2010/625/UE], [2011/61/UE], [2012/484/UE],
[2013/65/UE], [of 23 January 2019], and] [to the states of [_________] on the basis of the
standard clauses elaborated in accordance with Decision 2001/497/EC of the European
Commission (as amended by Decision 2004/915/EC of the European Commission)or Decision
2010/87/EU of the European Commission, whichever is applicable, (copies of which can be
obtained through the contact addresses set out below in this same clause); provided that such
processing is necessary for the development, maintenance and performance of this
Agreement, as well as for the management and/or control of the contractual relationship.]
[When transferring personal data pursuant to standard contractual clauses, it will be carried
out a prior assessment of the level of protection afforded in the context of such a transfer,
taking into consideration both the contractual clauses agreed between the controller or
processor established in the European Union and the recipient of the transfer established in
the third country concerned and, as regards any access by the public authorities of that third
country to the personal data transferred, the relevant aspects of the legal system of that third
country, in particular those set out in Article 45 GDPR.] The legal basis for the processing is the
execution of the Agreement and the legitimate interest of each of the Parties in the control
and management of this contractual relationship.

In addition, the Parties shall take the necessary security measures, corresponding to the nature
of the data and the possible risks, and undertake to ensure proper custody of the data for as
long as they remain in their possession.

Personal data will be stored for the duration of the contractual relationship and, thereafter,
until both the periods for which applicable Laws require the data to be kept, and the statutes

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of limitation of any actions for which the potentially relevant data or the documents containing
the potentially relevant data, have elapsed.

[The personal data of the signatories will not be subject to automated decisions nor profiling]
[In connection with these purposes, the data may be processed for profiling and/or decision
making by [_________________] according to the following logic:
[______________________]].

Signatories may request access to personal data, its rectification, erasure, objection, portability
of data and limitation of processing, in writing, indicating their name and surname, the right
they wish to exercise and a copy of their ID (or copy of the legal document proving their
identity), contacting the Data Protection Officer or the person designated as responsible for
data protection of the data controller before whom they intend to exercise such rights through
the following email addresses:

For DT GLOBAL: [email protected]

For Partner [1]: [_______@______]
For Partner [2]: [_______@______]

The signatories may submit a complaint to the relevant Supervisory Authority when they
consider that any of the parties has infringed the rights recognized by the applicable legislation
on data protection.

17. Binding contractual document.

This Agreement and its appendices and documents referred to in it form a single contract
which constitutes the whole agreement between the Parties in relation to the object of the
same and this agreement substitutes any previous written or oral agreements between the
parties in relation to the Project.

18. Assignment.

None of the Parties may, the prior written consent of the others, assign or transfer in any
manner, whether in whole or in part, its contractual position under this Agreement.

19. Variation.

No variation of this Agreement will be valid unless it is in writing and signed by all the Parties.

Notwithstanding the above, the Parties undertake to carry out those amendments or
variations which may be required to comply with the law corresponding to each of the
obligations provided for in this Agreement endeavouring, in any case, to maintain unaltered
the principles which govern this Agreement.

20. Costs and taxes.

Each Party will bear its own costs incurred by it in connection with the preparation,
negotiation and entry into of this Agreement.

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The taxes which may result from the formalization and execution of this Agreement will be
for the account of the Party as provided for by the relevant law.

21. Notices.

Any notice in connection with this Agreement must be in writing, in English and be sent by
certified post requiring acknowledgement of receipt or by courier using an internationally
recognized courier company.
Notices must be sent to the addresses included for each party at the start of the Agreement.

Any change in the address for notices of a Party will not be valid until it has been notified by
the means provided for in this clause.

22. Legal Framework.

For any other aspect not considered in this agreement, the regulations applicable to the
service contract signed by DT Global and the Contracting Authority will apply. All parties
declare to know and be bound by the abovementioned regulations.

23. Compliance.

The parties intend that no payments or transfers of value shall be made which have the
purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion
or kickbacks, or other unlawful or improper means of obtaining business.

The Parties will not, directly or indirectly, pay, offer, authorize or promise any monies or
anything of value (such as gifts, contributions, travel, or entertainment) to any person or
organization (including any employee or official of any governmental authority, government
owned or controlled entity, public international organization or political party; any candidate
for political office; or any employees of any of the representative’s or the Parties’s
customers) for the purpose of improperly influencing their acts or decisions in violation of
any antibribery or anti-corruption laws. The parties will take appropriate actions to ensure
that any person representing or acting under its instruction or control will also comply with
this term.

No part of the payment of any amounts payable under this Agreement will be distributed to
the Party, its affiliates or customers, or any of its employees or their family members.

Except as disclosed in writing to the other party, the Parties represent that it do not have any
reason to believe that there are any potential conflicts of interest regarding its relationship
with the other Parties, such as family members who could potentially benefit from the
commercial relationship established by this Agreement; and neither the Parties, nor any of
the parties’s employers, have any family members who are government officials or political
party candidates in a position to influence the Parties’s commercial relationship.

The Parties will maintain complete and accurate books and records in accordance with
generally accepted accounting principles in the parties’s jurisdiction, consistently applied,
properly and accurately recording all payments made by the Leader in performance of this
Agreement or related to it, and any commission, compensation, reimbursement, or other
payment made by or on behalf of the Leader to the Parties. The Parties will maintain a

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system of internal accounting controls reasonably designed to ensure that it maintains no

off-the-book accounts and that its assets are used on in accordance with its management
directives.

The Parties will not be required under any circumstances to take any action or make any
payments that the company believes, in good faith, would cause it or its affiliated companies
to be in violation of any Law. If the Parties at any time believes, in good faith, that a breach of
any of the representations and warranties in this term has occurred or may occur, the Leader
may withhold any commission, compensation, reimbursement, or other payment until such
time as the Leader has received confirmation to its reasonable satisfaction that no breach has
occurred or will occur. The Leader shall not be liable to the other Party for any claim, losses,
or damages whatsoever related to the company’s decision to withhold any commission,
compensation, reimbursement, or other payment under this provision.

Any breach of the warranties, representations or agreements in this term will constitute
grounds for immediate termination of this Agreement for cause by the Leader and no
commission,compensation, reimbursement or other payment will be due to the Party . The
Party will indemnify and hold the Leader harmless against any actions, legal claims, demands,
proceedings, losses, damages, costs, expenses and other liabilities of whatever nature
resulting from the party ’s breach of the representations, warranties and agreements
contained in this term.

24. Disputes.

The Parties will make all possible efforts to solve any dispute relating to the interpretation,
contents or fulfilment of the obligations contained in this agreement through amicable
agreement. If this is not possible, the dispute will be referred to the Courts of Madrid (Spain).

This contract will be governed by Spanish law.

date date
For DT Global For ……. partner ….

Maria Garron Person name

Managing Director Position
DT Global IDEV Europe S.L
date date
For ……. partner …. For ……. partner ….

Person name Person name

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 Project Name

Position Position

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