Exhibit 10.35

*CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED FROM THIS PUBLIC FILING BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED

MIXED DIRECT & FRAMEWORK CONTRACT

FOR SERVICES

NUMBER ‒ 945711- IPR- 2023

The European Atomic Energy Community (hereinafter referred to as “the Community”), represented by the European Commission (hereinafter referred to as “the Contracting Authority”), which is represented for the purposes of the signature of this contract by Mr Laurent JERRIGE, Director, Directorate J- Nuclear Decommissioning and Waste Management, Joint Research Centre,

on the one part, and

Perma-fix Environmental services Inc 

Official legal form: Incorporated Company

Statutory registration number: Delaware Registration file number 2249849

Full official address: 8302 Dunwoody Place Suite 250 - Atlanta ‒ GA 30350 (USA)

VAT registration number: n/a ‒ Tax ID no. 58-1954497

appointed as the leader of the group by the members of the group that submitted the joint tender and

Campoverde Sri

Official legal form: Societa a responsabilita limitata

Statutory registration number: MI-1200592 - 08056320156]

Full official address: Via Fabio Marco Quintiliano, 30 - 20138 Milano (Italy)

VAT registration number: 08056320156

appointed as the member of the group by the members of the group that submitted the joint tender

(collectively ‘the contractor’), represented for the purposes of the signature of this contract by Mark DUFF, CEO of Penna-Fix Environmental Services Inc and Mr Federico GIANNI, CEO of Campoverde Sri,

on the other part,

HAVE AGREED

to the special conditions, the general conditions for direct and framework contracts for services and the following annexes:

which form an integral part of this contract (‘the contract’).

This contract sets out the obligations of the parties during and after the duration of this contract.

All documents issued by the contractor (end-user agreements, general terms and conditions, etc.) except its tender are held inapplicable, unless explicitly mentioned in the special conditions of this contract. In all circumstances, in the event of contradiction between this contract and documents issued by the contractor, this contract prevails, regardless of any provision to the contrary in the contractor’s documents.

Table of Content

		II.16.1.	Quality standards	49
		II.16.2.	Procedure	50
		II.16.3.	Claims and liability	50
	II.17.	Suspension of the implementation of the FWC		50
		II.17.1.	Suspension by the contractor	50
		II.17.2.	Suspension by the contracting authority	50
	II.18.	Termination of the FWC		51
		II.18.1.	Grounds for termination by the contracting authority	51
		II.18.2.	Grounds for termination by the contractor	52
		II.18.3.	Procedure for termination	52
		II.18.4.	Effects of termination	53
	II.19.	Invoices, value added tax and e-invoicing		53
		II.19.1.	Invoices and value added tax	53
		II.19.2.	E-invoicing	54
	II.20.	Price revision		54
	II.21.	Payments and guarantees		55
		II.21. l.	Date of payment	55
		II.21.2.	Currency	55
		II.21.3.	Conversion	55
		II.21.4.	Costs of transfer	55
		II.21.5.	Pre-financing, performance and money retention guarantees	55
		II.21.6.	Interim payments and payment of the balance	56
		II.21.7.	Suspension of the time allowed for payment	56
		II.21.8	Interest on late payment	57
	II.22.	Reimbursements		57
	II.23.	Recovery		58
		II.23.2.	Recovery procedure	58
		II.23.3.	Interest on late payment	59
		II.23.4.	Recovery rules in the case of joint tender	59
	II.24.	Checks and audits		59
III.	CLAUSES SUBJECT TO SPECIFIC APPROVAL.			61

I. Special Conditions

The present mixed Direct and Framework Contract provides for services to be performed as Direct Contract, under Stage 1 and services to be performed as Specific Contract under Stage 2 (framework contract).

The duration of the execution of the tasks as described in Annex I, is expected to be 12 (twelve) years as of release of Stage 1 and 10 (ten) years from the date of the release of Stage 2.

The contractor undertakes to accept requests for extension in contract duration by the Contracting Authority should the quantity or type of material to treat be higher than estimated and/or require a longer contractual duration for treatment.

Unless otherwise specified, all periods specified in the contract are calculated in calendar days.

The FWC continues to apply to such Specific Contracts after its expiry. The services relating to such specific contracts must be performed no later than 24 months after the expiry of this FWC.

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and as detailed in the Specific contract models in Annex III to the contract.

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The Contractor (or leader in the case of a joint tender) must send an invoice in paper format or in electronic format or via e-PRIOR for the interim payment as provided for in the tender specifications. The invoice shall be accompanied by the acceptance form.

The Contracting Authority shall make the payment within 30 (thirty) days from receipt of the invoice. The Contractor shall have 10 (ten) days in which to submit additional information or corrections, or other documents if it is required by the Contracting Authority.

The Contracting Authority may suspend the time limit for payment in accordance with Article II.21.7. Once the suspension is lifted, the Contracting Authority shall give its approval and pay within the remainder of the time-limit, unless it rejects partially or fully the submitted documents or deliverables.

Interim payment[s)

Following the execution of the “time & means services” referred to in the price list, certified through the signature of the “acceptance form” (Annex IV of the contract) by the Contracting Authority, the Contractor shall submit an invoice for monthly interim payment.

The Contractor (or leader in the case of a joint tender) must send an invoice in paper format or electronic format or via e-PRIOR for the monthly interim payment as provided for in the tender specifications. The invoice shall be accompanied by the acceptance form and by the corresponding timesheet countersigned by the Contracting Authority.

The Contracting Authority shall make the payment within 30 (thirty) days from receipt of the invoice. The Contractor shall have 10 (ten) days in which to submit additional information or corrections, or other documents if it is required by the Contracting Authority.

The Contracting Authority may suspend the time limit for payment in accordance with Article II.21.7. Once the suspension is lifted, the Contracting Authority shall give its approval and pay within the remainder of the time-limit, unless it rejects partially or fully the submitted documents or deliverables.

Payment of the balance

Following the execution of the “time & means services” referred to in the price list, certified through the signature of the “acceptance form” (Annex IV of the contract) by the Contracting Authority, the Contractor shall submit an invoice for the payment of the balance.

The Contractor (or leader in the case of a joint tender) must send an invoice in paper format or in electronic format or via e-PRIOR for the monthly interim payment as provided for in the tender specifications. The invoice shall be accompanied by the acceptance form and by the corresponding timesheet countersigned by the Contracting Authority.

The Contracting Authority shall make the payment within 30 (thirty) days from receipt of the invoice. The Contractor shall have 10 (ten) days in which to submit additional information or corrections, or other documents if it is required by the Contracting Authority.

The Contracting Authority may suspend the time limit for payment in accordance with Article II.21.7. Once the suspension is lifted, the Contracting Authority shall give its approval and pay within the remainder of the time-limit, unless it rejects partially or fully the submitted documents or deliverables.

In case of pre-shipment characterization idle periods, as described in point 5.6.6 of the technical specification, after the conclusion of the idle period the Contractor is entitled to submit an invoice for the payment of the balance.

The Contractor must send an invoice in paper format or electronic format or via e-PRIOR for the payment of the balance. The invoice shall be accompanied by the acceptance form and by the communication certifying the conclusion of the idle period.

The Contracting Authority shall make the payment within 30 (thirty) days from receipt of the invoice. The Contractor shall have 10 (ten) days in which to submit additional information or corrections, or other documents if it is required by the Contracting Authority.

The Contracting Authority may suspend the time limit for payment in accordance with Article II.21.7. Once the suspension is lifted, the Contracting Authority shall give its approval and pay within the remainder of the time-limit, unless it rejects partially or fully the submitted documents or deliverables.

The Contracting Authority will send an official communication to the Contractor in case the measurement of the actual final waste package volume, counted by the number of intermediate containers produced and returned to JRC, will be different from the expected volume following the application of the formula under art I.13.1.b.

The result will be positive in case the volume will be lower than the expected one; on the contrary the result will be negative in case the volume will be higher than the expected one.

The contractor will have 30 days to send observations/comments to the Contracting Authority or to approve the submitted result.

The recovery order will be issued after 30 days from the date of the communication of the result of the measurement, if no objection has been raised by the contractor within the 30 days.

The Contractor must send an invoice [in paper format, electronic format, or via e-PRIOR] for the payment of the positive result. The invoice must make clear reference to the communication exchange.

The Contracting Authority shall make the payment within 30 (thirty) days from receipt of the invoice. The Contractor shall have 10 (ten) days in which to submit additional information or corrections, or other documents if it is required by the Contracting Authority.

The Contracting Authority may suspend the time limit for payment in accordance with Article II.21.7. Once the suspension is lifted, the Contracting Authority shall give its approval and pay within the remainder of the time-limit, unless it rejects partially or fully the submitted documents or deliverables.

In case the technical arbitrator’s assessment confirms the pre-treatment characterization by the contractor the JRC shall reimburse to the Contractor the costs of the technical arbitration

The Contractor must send an invoice [in paper format, electronic format, or via e- PRIOR] for the reimbursement of the costs of the arbitrator, where costs of the arbitrator corresponds to the amount of the invoice submitted by the arbitrator to the contractor.

The invoice must be accompanied by the copy of the invoice submitted by the arbitrator to the contractor and shall make clear reference to the specific contract submitted for such specific event (Annex III).

The Contracting Authority shall make the payment within 30 (thirty) days from receipt of the invoice. The Contractor shall have 10 (ten) days in which to submit additional information or corrections, or other documents if it is required by the Contracting Authority.

The Contracting Authority may suspend the time limit for payment in accordance with Article II.21.7. Once the suspension is lifted, the Contracting Authority shall give its approval and pay within the remainder of the time-limit, unless it rejects partially or fully the submitted documents or deliverables.

Performance guarantee is not applicable to this contract.

Retention money guarantee is not applicable to this contract

The Contractor shall reimburse to the Contracting Authority the amount according to the modalities provided for in article I.5.3.3.

Where VAT is due in Belgium, the provisions of the contract constitute a request for VAT exemption No 450, Article 42, paragraph 3.3 of the VAT code (circular 2/1978), provided the contractor includes the following statement in the invoice(s): “Exonération de la TVA, Article 42, paragraphe 3.3 du code de la TVA (circulaire 2/1978)” or an equivalent statement in the Dutch or German language.

Where VAT is due in Luxembourg, the Contractor shall include the following statement in the invoices: “Commande destinée à l’usage officiel de l’Union européenne. Exonération de la TVA Article 43 § l k 2ième tiret de la loi modifiée du 12.02.79.” In case of intra-Community purchases, the statement to be included in the invoices is: “For the official use of the European Union. VAT Exemption I European Union/ Article 151 of Council Directive 2006/112/EC.”

Contractors must attentively read Article II.19. l of the present contract.

a) For Contractors established in Italy the corresponding invoices must be sent, without V.A.T., with the following sentence:

“Per la prestazione di servizi, operazione non imponibile ai sensi dell’articolo 72, comma 3, paragrafo 3), del D.P.R. n. 633 del 26/10/1972, come modificato da ultimo dal D.L. n. 323 del 20/6/1996 convertito in Legge n. 425 dell’8/8/l 996. Per la consegna di fomiture, operazione non imponibile ai sensi della Legge l Agosto 1960 n. 906, in particolare l’Allegato F, Articoli 5, 6 e 7 (G.U. n. 212 del 31.08.60) come confermato dall’Articolo 72, comma 1) del DPR n. 633 del 26.10.72”.

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b) For Contractors established in another member state in which the fiscal legislation allows direct V.A.T. exemption, the corresponding invoices must be sent, without V.A.T., with the following sentence:

“V.A.T. exemption I International body / Article 151 of Council Directive 2006/112/EC”

c) For Contractors established in another Member State in which the fiscal legislation does not allow direct V.A.T. exemption, the Contractor has to send the corresponding invoices with V.A.T. At the request of the Contracting Authority, the Contractor shall make available to it all the supporting documents which the Contracting Authority might need, in order to apply to the tax authorities for the reimbursement, pursuant to Articles 3 and 4 of the Protocol on the Privileges and Immunities of the European Communities, of any duties and taxes paid in the course of the performance of this contract

European Commission

Joint Research Centre

Ricevimento Merci

Via E. Fermi 2709

I-21020 Ispra (VA) Italia

JRC-ISPRA-RICEVIMENTO-MERCI@ec.europa.eu

Payments must be made to the contractor’s (or leader’s in the case of a joint tender) bank account denominated in EURO , identified as follows:

Name of bank: PNC BANK

Full address of branch: Two tower center bvld ‒ 08816 East Brunswich, NJ -USA

Exact denomination of account holder: Perma-fix environmental services inc

Full account number including bank codes: [***]

SWIFT code: [***]

BRANCH code: [***]

For the purpose of this contract, communications must be sent to the following addresses:

Contracting authority:

European Commission

Joint Research Centre, Ispra Site

Via Enrico Fermi 2749

21027 Ispra (VA) Italy

For financial and administrative questians:

Directorate R Support Services

Unit R8 Budget Execution

E-mail: jrc-ispra-dir-j-contract-mgt@ec.europa.eu

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For technical questions:

Directorate J Nuclear Decommissioning and Waste Management (Ispra)

To the attention of Flavio ZANOVELLO and Hervé BOISSEAU

E-mail: Flavio.Zanovello@ec.europa.eu ; Herve.Boisseau@europa.eu

Contractor (or leader in the case of a joint tender):

[***]

[***]

Perma-fix environmental services inc

1093 Commerce Park Drive- suite 300 Oak Ridge ‒ Tennessee-37830 -USA

E-mail: [***]

By derogation from this Article, different contact details for the contracting authority or the contractor may be provided in the specific contracts or order forms.

For the purpose of Article II.9.1,

For the purpose of Article II.9.2,

Detailed list of modes of exploitation of the results

In accordance with Article II.13.1 whereby the Union acquires ownership of the results as defined in this contract, including the tender specifications, these results may be used for any of the following modes of exploitation:

(t) rights to authorise, license, or sub-license in case of licensed pre-existing rights, the modes of exploitation set out in any of the points (a) to (e) to third parties.

(g) other adaptations which the parties may later agree; in such case, the following rules apply: the Contracting Authority must consult the contractor. If necessary, the contractor must in turn seek the agreement of any creator or other right holder and must reply to the Contracting Authority within one month by providing its agreement, including any suggestions of modifications, free of charge. The Contractor may refuse the intended modification only if a creator can demonstrate that the intended modification may harm his/her honour or reputation, thereby violating his/her moral rights.

Licence or transfer of pre-existing rights

All pre-existing rights incorporated in the results, if any, are licensed to the Union as set out in Article II.13.2.

By derogation to Article II.13.2, the Union acquires fully and irrevocably all pre- existing rights incorporated in the results, if any [except for the following rights [insert exceptions].]

Provision of list of pre-existing rights and documentary evidence (not applicable)

The Contractor must provide the Contracting Authority with a list of pre-existing rights as set out in Article II.13.4 together with the invoice for payment of the balance at the latest.

In addition, the Contractor must provide the Contracting Authority with relevant and exhaustive evidence of the acquisition of all the necessary pre-existing rights together with a presentation of relevant result. To this effect, the Contractor must provide [a statement in accordance with Annex [insert reference]] [the relevant evidence listed in Article II.13.5 as appropriate or, failing that, third parties’ statements in accordance with Annex [insert reference].

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Proposed final waste package volume is calculated, for each Specific Contract, based on the Contractor’s offer (Annex II) and the quantities and types of waste subject to treatment (OBRW and/or BDs). This value will be taken as a reference for price adjustment.

Actual final waste package volume will be measured by counting the number of intermediate containers produced and by calculating FWP volume according to the filling scenario proposed by the Contractor and accepted by the Contracting Authority.

Without prejudice to article II.16, for each Specific Contract the contract price will be adapted for final waste package volume variations according to the following formula:

Where Pr_i is the total amount due for specific contract i, FWPv_ai is the actual final waste package volume produced during specific contract i expressed in cubic meters, FWPv_ri is the reference final waste package volume for specific contract i expressed in cubic meters and K is a constant whose value is [***]. K value will be revised according to the procedure set in article I.4.3 for price revision.

In accordance with licensing and other requirements, the JRC shall take back the treated drums, within the maximum time allowed by the relevant regulations and set in the relevant licensing and transport authorisations.

The formal taking over of the returning waste to the JRC with transfer of responsibility will take place in accordance with par 5.10.4.1 of Annex I.

For each specific contract including treatment services the total radioactivity of returned waste shall be equal to or less than the amount shipped in the same specific contract; this holds for each single quantified (above MDA) nuclide in the pre- shipment characterisation phase (see §5.9 of Annex I) taking into account global measurement uncertainty. Check of this requirement will be finalised at the end of service package 6. In case the activity should exceed the prescribed value, the Contractor shall retain the waste bearing the excess radioactivity at his own facilities. In case non-conformity to this clause should be ascertained at JRC-Ispra premises, the radioactivity excess bearing waste will be shipped back to the Contractor at his own expenses.

The formal hand-over of the drums to the Contractor for the transport to the Contractor’s facility with transfer of responsibility will take place according to point 5.7.4.5 of Annex I.

For all drums to be transported after characterisation, the Contracting Authority will sign a separate agreement “Convenzione Scritta” with the carrier for the transfer of the third party liability to the transport company, on the basis of the information provided by the Contractor; in respect of possible nuclear incidents occurring in the course of the transport, including loss of drums; in accordance with the provisions of Article 4 d) of the Paris Convention on Third P arty Liability in the Field of Nuclear Energy dated 29^th July 1960, as amended by the Additional Protocol of 28^th January 1964 and by the Protocol of 16^th November 1982 (the “Convention”), as transposed by applicable national legislation (Legge 31.12.1962, n°1860 as successively modified, in particular, Article 16 and 21 thereof).

A copy of the insurance shall be provided to the Contracting Authority within 30 calendar days from release of Stage 2.

No additional cost will be borne by the Contracting Authority for the transfer of property.

No additional cost will be borne by the Contracting Authority for the transfer of property.

Notwithstanding Article II.11 of the General Conditions, the following applies:

The provisions of Articles I.3.6 and I.3.7 wholly applies to the modification or addition, once the impact is agreed with the Contracting Authority on the basis of the art. I.13.5.c) below. The modifications will become effective following the signature of a dedicated amendment to the contract. The effects of such changes will impact also on the activities still to be performed of the ongoing Specific Contracts as defined under art. I.13.5.d).

1) The impact on the contractual amount (price) related to any modification or addition shall always be established, by the Contractor, as a balance between the additional costs of the modification or addition and the original costs of the initial Technical specifications (Annex I of the Contract) impacted by the modification or addition.

The same following rule b) shall apply and, if requested by the Contracting Authority, the Contractor shall demonstrate that it has been applied for estimating both the additional and the original costs.

2) The impact on the price, of the modification or addition (also referred as ‘New Price’), shall be established as follows:

I. Quantities: the quantities are estimated, consistently with the nature and the extent of the modification or addition; and submitted by the Contractor to the Contracting Authority for agreement;

II. Unit Prices:

i) As a general rule, they shall be based on the unit rates of the Table 2 Price List Reference of Annex II to the contract, in application at the date of the request of modification or addition.

ii) For the items not covered by the Table 2 Price list Reference, the pricing shall be agreed between the Contracting Authority and the Contractor, on the basis of a comprehensive analysis where:

● the costs of additional or modified treatment/undefined drums shall be based on the best offer, in term of “value for money”, proposed by the Contractor and accepted by the Contracting Authority;

a total and comprehensive overhead is, by default, included in the offer proposed by the Contractor;

● the pricing of Staff shall be done according to the Contractual rates multiplied by the Quantities;

in particular, the costs of all the support activities are already included as overheads in the Prices of Staff, and shall not be added into the pricing of the modification or addition.

3) The impact on the project duration, of the modification or addition, shall be commonly agreed by the contracting parties, based on an updated proposal of the project time schedule submitted by the Contractor to the Contracting Authority for its approval.

Modifications, additions or reductions performed without signed amendments will be neither recognized nor reimbursed.

None of the parties may refuse to consent to the amendments to the Contract if the party proposing the amendment demonstrates its absolute necessity having regard to the existing constraints or obligations. The amendment will be negotiated and drafted in accordance with the procedures set out in art. I.13.5.c) and I.13.5.d).

Notwithstanding the rights of the Contracting Authority to terminate the Contract or its other rights under the Contract, where the Contractor fails to fulfil any of the requirements of the Contract (a Contractor Default) the Contractor shall remedy such Contractor Default to the reasonable satisfaction of the Contracting Authority, as follows:

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According to the provisions of point 5.10.4.2 a) of the Technical Specifications, Annex I to the draft contract, the Contractor will bear all costs arising from the return of the damaged intermediate container to the contractor’s treatment facilities, including the repackaging of the waste and transport.

In case, after a characterization steps performed by either the Contractor or the Contracting authority, characterization results obtained are different leading to the non-acceptance of waste items by either the Contracting Authority or the Contractor, the following mechanism shall be activated.

If no reconciliation can be agreed between the technical responsible officers, nor at management level (for the Commission, the staff authorised to sign the contract, AOSD) in one month’s time, the following procedure shall apply:

If, following the technical arbitrator’s assessment, the characterization performed by the Contractor is confirmed, JRC shall reimburse to the Contractor the costs of the technical arbitration.

If, following the technical arbitrator’s assessment, the characterization performed by the Contractor is not confirmed, the costs of the technical arbitration will be borne by the Contractor.

Liquidated damages referred to in Article II.15 may be applied, at the Contracting Authority’s absolute discretion, to each Specific Contract and to Stage 1. Liquidated damages are up to a maximum of 50% of the amount due for each Specific Contract under Stage 2 and to a maximum of 100% of the amount due for Stage 1.

In Article II.18.1.b), the words”, through its own fault,” shall not apply. This Article I.13.10 does not affect any other grounds for termination.

Given that it is a dynamic document, the DUVRI includes the possibility of identifying and quantifying at a later date any interference risks unforeseeable at the time being.

The formalisation of a contract amendment as a consequence of a DUVRI modification may be carried out by a simple exchange of letters.

Without prejudice to Art.11.10-Subcontracting, the Contractor shall make the DUVRI (see Art.1.13.11.3) available to any subcontractor and shall take the responsibility in respect of the consistency of the safety costs declared by the subcontractor on the specific issue of intrinsic safety aspects.

The Contractor shall make available to the Contracting Authority the supporting documents according to the subcontracting authorisation procedure in force at the JRC and, upon request, the supporting documents related to the subcontractor’s technical and professional capacity proportionate to the value and to the nature of the subcontracted activity or any other specific document retained appropriate.

SIGNATURES

		Signature:
Signature		Qualified electronic signature by:
		LAURENT LOUIS JERRIGE
and		Date: 2023-12-18 15:46:09 +01:00

II. GENERAL CONDITIONS FOR THE FRAMEWORK CONTRACT FOR SERVICES

For the purpose of this FWC, the following definitions (indicated in italics in the text) apply:

‘Back office’: the internal system(s) used by the parties to process electronic invoices;

‘Breach of obligations’: failure by the contractor to fulfil one or more of its contractual obligations.

‘Confidential information or document’: any information or document received by either party from the other or accessed by either party in the context of the implementation of the FWC, that any of the parties has identified in writing as confidential. It may not include information that is publicly available;

‘Conflict of interest’: a situation where the impartial and objective implementation of the FWC by the contractor is compromised for reasons involving family, emotional life, political or national affinity, economic interest, any other direct or indirect personal interest, or any other shared interest with the contracting authority or any third party related to the subject matter of the FWC;

‘Creator’: means any natural person who contributes to the production of the result;

‘EDI message’ (electronic data interchange): a message created and exchanged through the electronic transfer, from computer to computer, of commercial and administrative data using an agreed standard;

‘e-PRIOR’: the service-oriented communication platform that provides a series of web services and allows the exchange of standardized electronic messages and documents between the parties. This is done either through web services, with a machine-to-machine connection between the parties’ back office systems (EDI messages), or through a web application (the supplier portal). The Platform may be used to exchange electronic documents (e-documents) such as electronic requests for services, electronic specific contracts, electronic acceptance of services and electronic invoices between the parties.

‘Force majeure’: any unforeseeable, exceptional situation or event beyond the control of the parties that prevents either of them from fulfilling any of their obligations under the FWC. The situation or event must not be attributable to error or negligence on the part of the parties or on the part of the subcontractors and must prove to be inevitable despite their exercising due diligence. Defaults of service, defects in equipment or material or delays in making them available, labour disputes, strikes and financial difficulties may not be invoked as force majeure, unless they stem directly from a relevant case of force majeure;

‘Formal notification’ (or ‘formally notify’): form of communication between the parties made in writing by mail or email, which provides the sender with compelling evidence that the message was delivered to the specified recipient;

‘Fraud’: an act or omission committed in order to make an unlawful gain for the perpetrator or another by causing a loss to the Union’s financial interests, and relating to: i) the use or presentation of false, incorrect or incomplete statements or documents, which has as its effect the misappropriation or wrongful retention of funds or assets from the Union budget, ii) the non-disclosure of information in violation of a specific obligation, with the same effect or iii) the misapplication of such funds or assets for purposes other than those for which they were originally granted, which damages the Union’s financial interests;

‘Grave professional misconduct’: a violation of applicable laws or regulations or ethical standards of the profession to which a contractor or a related person belongs, including any conduct leading to sexual or other exploitation or abuse, or any wrongful conduct of the contractor or a related person which has an impact on its professional credibility where such conduct denotes wrongful intent or gross negligence.

‘Implementation of the FWC’: the purchase of services envisaged in the FWC through the signature and performance of specific contracts;

‘Interface control document’: the guideline document which lays down the technical specifications, message standards, security standards, checks of syntax and semantics, etc. to facilitate machine-to-machine connection. This document is updated on a regular basis;

‘Irregularity’: any infringement of a provision of Union law resulting from an act or omission by an economic operator, which has, or would have, the effect of prejudicing the Union’s budget.

‘Notification’ (or ‘notify’): form of communication between the parties made in writing including by electronic means;

‘Order form’: a simplified form of specific contract by which the contracting authority orders services under this FWC;

‘Performance of a specific contract’: the execution of tasks and delivery of the purchased services by the contractor to the contracting authority;

‘Personnel’: persons employed directly or indirectly or contracted by the contractor to implement the FWC;

‘Pre-existing material’: any material, document, technology or know-how which exists prior to the contractor using it for the production of a result in the implementation of the FWC;

‘Pre-existing right’: any industrial and intellectual property right on pre-existing material; it may consist in a right of ownership, a licence right and/or right of use belonging to the contractor, the creator, the contracting authority as well as to any other third parties;

‘Professional conflicting interest’: a situation in which the contractor’s previous or ongoing professional activities affect its capacity to implement the FWC or to perform a specific contract to an appropriate quality standard.

‘Related person’: any natural or legal person who is a member of the administrative, management or supervisory body of the contractor, or who has powers of representation, decision or control with regard to the contractor;

‘Request for services’: a document from the contracting authority requesting that the contractors in a multiple FWC with re-opening of competition provide a specific tender for services whose terms are not entirely defined under the FWC;

‘Result’: any intended outcome of the implementation of the FWC, whatever its form or nature. A result may be further defined in this FWC as a deliverable. A result may, in addition to newly created materials produced specifically for the contracting authority by the contractor or at its request, also include pre-existing materials;

‘Specific contract’: a contract implementing the FWC and specifying details of a service to be provided;

‘Supplier portal’: the e-PRIOR portal, which allows the contractor to exchange electronic business documents, such as invoices, through a graphical user interface.

II.2. Roles and responsibilities in the event of a joint tender

In the event of a joint tender submitted by a group of economic operators and where the group does not have legal personality or legal capacity, one member of the group is appointed as leader of the group.

II.3. Severability

Each provision of this FWC is severable and distinct from the others. If a provision is or becomes illegal, invalid or unenforceable to any extent, it must be severed from the remainder of the FWC. This does not affect the legality, validity or enforceability of any other provisions of the FWC, which continue in full force and effect. The illegal, invalid or unenforceable provision must be replaced by a legal, valid and enforceable substitute provision which corresponds as closely as possible with the actual intent of the parties under the illegal, invalid or unenforceable provision. The replacement of such a provision must be made in accordance with Article II.11. The FWC must be interpreted as if it had contained the substitute provision as from its entry into force.

II.4. Provision of services

² OJ L 94 of 28.03.2014, p. 65

³ Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC, OJ L 119, 4.5.2016, p. 1, https://eur- lex.europa.eu/legal-content/EN/TXT/?uri=uriserv:OJ.L .2016.119.01.0001.01.ENG

⁴ Regulation (EU) 2018/1725 of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC, OJ L 295/39, 21.11.2018, https://eur-lex.europa.eu/legal- content/EN/TXT/PDF/?uri=CELEX:320l 8Rl 725&from=EN

The contractor bears the cost of replacing its personnel and is responsible for any delay in providing the services resulting from the replacement of personnel.

Any communication of information, notices or documents under the FWC must:

If a party requests written confirmation of an e-mail within a reasonable time, the other party must provide an original signed paper version of the communication as soon as possible.

The parties agree that any communication made by email has full legal effect and is admissible as evidence in judicial proceedings.

Any communication is deemed to have been made when the receiving party receives it, unless this FWC contract refers to the date when the communication was sent.

E-mail is deemed to have been received by the receiving party on the day of dispatch of that e-mail, provided that it is sent to the e-mail address indicated in Article I.8. The sending party must be able to prove the date of dispatch. In the event that the sending party receives a non-delivery report, it must make every effort to ensure that the other party actually receives the communication by email or mail. In such a case, the sending party is not held in breach of its obligation to send such communication within a specified deadline.

Mail sent to the contracting authority is deemed to have been received by the contracting authority on the date on which the department responsible referred to in Article I.8 registers it.

Formal notifications are considered to have been received by the receiving party on the date of receipt indicated in the proof received by the sending party that the message was delivered to the specified recipient.

The contractor submits a request for each person who needs to be assigned the role of ‘user’ in e-PRIOR. These persons are identified by means of the European Communication Authentication Service (ECAS) and authorised to access and perform actions in e-PRIOR within the permissions of the user roles that the contracting authority has assigned to them.

User roles enabling these e-PRIOR authorised persons to sign legally binding documents such as specific tenders or specific contracts are granted only upon submission of supporting documents proving that the authorised person is empowered to act as a legal representative of the contractor.

If the contracting authority’s liability towards the third party is established and that such liability is caused by the contractor during or as a consequence of the implementation of the FWC, Article II.6.3 applies.

The contracting authority may do any of the following:

The contractor must also ensure that the persons referred to above are not placed in a situation which could give rise to conflicts of interest.

Any personal data included in or relating to the FWC, including its implementation, shall be processed in accordance with Regulation (EU) 2018/1725. Such data shall be processed solely for the purposes of the implementation, management and monitoring of the FWC by the data controller.

The contractor or any other person whose personal data is processed by the data controller in relation to this FWC has specific rights as a data subject under Chapter III (Articles 14-25) of Regulation (EU) 2018/1725, in particular the right to access, rectify or erase their personal data and the right to restrict or, where applicable, the right to object to processing or the right to data portability.

Should the contractor or any other person whose personal data is processed in relation to this FWC have any queries concerning the processing of its personal data, it shall address itself to the data controller. They may also address themselves to the Data Protection Officer of the data controller. They have the right to lodge a complaint at any time to the European Data Protection Supervisor. Details concerning the processing of personal data are available in the data protection notice referred to in Article I.9.

The processing of personal data by the contractor shall meet the requirements of Regulation (EU) 2018/1725 and be processed solely for the purposes set out by the controller.

The contractor shall assist the controller for the fulfilment of the controller’s obligation to respond to requests for exercising rights of person whose personal data is processed in relation to this FWC as laid down in Chapter III (Articles 14-25) of Regulation (EU) 2018/1725. The contractor shall inform without delay the controller about such requests.

The contractor may act only on documented written instructions and under the supervision of the controller, in particular with regard to the purposes of the processing, the categories of data that may be processed, the recipients of the data and the means by which the data subject may exercise its rights.

The contractor shall grant personnel access to the data to the extent strictly necessary for the implementation, management and monitoring of the FWC. The contractor must ensure that personnel authorised to process personal data has committed itself to confidentiality or is under appropriate statutory obligation of confidentiality in accordance with the provisions of Article II.8.

The contractor shall adopt appropriate technical and organisational security measures, giving due regard to the risks inherent in the processing and to the nature, scope, context and purposes of processing, in order to ensure, in particular, as appropriate:

The contractor shall notify relevant personal data breaches to the controller without undue delay and at the latest within 48 hours after the contractor becomes aware of the breach. In such cases, the contractor shall provide the controller with at least the following information:

The contractor shall immediately inform the data controller if, in its opinion, an instruction infringes Regulation (EU) 2018/1725, Regulation (EU) 2016/679, or other Union or Member State data protection provisions as referred to in the tender specifications.

The contractor shall assist the controller for the fulfilment of its obligations pursuant to Article 33 to 41 under Regulation (EU) 2018/1725 to:

The contractor shall maintain a record of all data processing operations carried on behalf of the controller, transfers of personal data, security breaches, responses to requests for exercising rights of people whose personal data is processed and requests for access to personal data by third parties.

The contracting authority is subject to Protocol 7 of the Treaty on the Functioning of the European Union on the privileges and immunities of the European Union, particularly as regards the inviolability of archives (including the physical location of data and services as set out in Article I.9.2) and data security, which includes personal data held on behalf of the contracting authority in the premises of the contractor or subcontractor.

The contractor shall notify the contracting authority without delay of any legally binding request for disclosure of the personal data processed on behalf of the contracting authority made by any national public authority, including an authority from a third country. The contractor may not give such access without the prior written authorisation of the contracting authority.

The duration of processing of personal data by the contractor will not exceed the period referred to in Article II.24.2. Upon expiry of this period, the contractor shall, at the choice of the controller, return, without any undue delay in a commonly agreed format, all personal data processed on behalf of the controller and the copies thereof or shall effectively delete all personal data unless Union or national law requires a longer storage of personal data.

For the purpose of Article II.10, if part or all of the processing of personal data is subcontracted to a third party, the contractor shall pass on the obligations referred to in Articles I.9.2 and II.9.2 in writing to those parties, including subcontractors. At the request of the contracting authority, the contractor shall provide a document providing evidence of this commitment.

The Union acquires irrevocably worldwide ownership of the results and of all intellectual property rights on the newly created materials produced specifically for the Union under the FWC and incorporated in the results, without prejudice however to the rules applying to pre-existing rights on pre-existing materials, as per Article II.13.2.

The intellectual property rights so acquired include any rights, such as copyright and other intellectual or industrial property rights, to any of the results and in all technological solutions and information created or produced by the contractor or by its subcontractor in implementation of the FWC. The contracting authority may exploit and use the acquired rights as stipulated in this FWC. The Union acquires all the rights as from the moment the contractor has created the results.

The payment of the price includes any fees payable to the contractor about the acquisition of ownership of rights by the Union including for all modes of exploitation and of use of the results.

Unless provided otherwise in the special conditions, the Union does not acquire ownership of pre-existing rights under this FWC.

The contractor licenses the pre-existing rights on a royalty-free, non-exclusive and irrevocable basis to the Union, which may use the pre-existing materials for all the modes of exploitation set out in this FWC or in specific contracts. Unless otherwise agreed, the licence is non-transferable and cannot be sub-licensed, except as provided hereafter:

All pre-existing rights are licensed to the Union from the moment the results are delivered and approved by the contracting authority.

The licensing of pre-existing rights to the Union under this FWC covers all territories worldwide and is valid for the duration of intellectual property rights protection.

The payment of the price as set out in the specific contracts is deemed to also include any fees payable to the contractor in relation to the licensing of pre-existing rights to the Union, including for all forms of exploitation and of use of the results.

Where implementation of the FWC requires that the contractor uses pre-existing materials belonging to the contracting authority, the contracting authority may request that the contractor signs an adequate licence agreement. Such use by the contractor will not entail any transfer of rights to the contractor and is limited to the needs of this FWC.

The Union acquires the following exclusive rights:

The contractor warrants that the exclusive rights and the modes of exploitation may be exercised by the Union on all parts of the results, be it via a transfer of ownership of the rights, on those parts which were specifically created by the contractor, or via a licence of the pre-existing rights, on those parts consisting of pre-existing materials.

Where pre-existing materials are inserted in the results, the contracting authority may accept reasonable restrictions impacting on the above list, provided that the said materials are easily identifiable and separable from the rest, that they do not correspond to substantial elements of the results, and that, should the need arise, satisfactory replacement solutions exist, at no additional costs to the contracting authority. In such case, the contractor will have to clearly inform the contracting authority before making such choice and the contracting authority has the right to refuse it.

When delivering the results, the contractor must warrant that, for any use that the contracting authority may envisage within the limits set in this FWC, the newly created parts and the pre-existing material incorporated in the results are free of claims from creators or from any third parties and all the necessary pre-existing rights have been obtained or licensed.

To that effect, the contractor must establish a list of all pre-existing rights to the results of this FWC or parts thereof, including identification of the rights’ owners. If there are no pre-existing rights to the results, the contractor must provide a declaration to that effect. The contractor must provide this list or declaration to the contracting authority together with the invoice for payment of the balance at the latest.

Upon request by the contracting authority, the contractor must, in addition to the list mentioned under Article II.13.4., provide evidence that it has the ownership or the right to use all the listed pre-existing rights, except for the rights owned or licensed by the Union. The contracting authority may request this evidence even after the end of this FWC.

This provision also applies to image rights and sound recordings.

This evidence may refer, for example, to rights to: parts of other documents, images, graphs, sounds, music, tables, data, software, technical inventions, know-how, IT development tools, routines, subroutines or other programs (‘background technology’), concepts, designs, installations or pieces of art, data, source or background materials or any other parts of external origin.

This evidence must include, as appropriate:

Provision of evidence does not release the contractor from its responsibilities if it is found that it does not hold the necessary rights, regardless of when and by whom this fact is revealed.

The contractor also warrants that it possesses the relevant rights or powers to execute the transfer and that it has paid or has verified payment of all due fees including fees due to collecting societies, related to the final results.