Leping

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AGREEMENT ON CO-FINANCED RESEARCH PROJECT WITH AN ACADEMIC INSTITUTION

tTEM survey in Estonia to map complex geological structures

between

Aarhus University

[Department]

Company reg. no.: 31119103

Nordre Ringgade 1

8000 Aarhus C

Denmark

(‘AU’)

and

Geological Survey of Estonia

Estonian registry code: 77000387

F. R. Kreutzwaldi 5, Rakvere

44314

Estonia

(‘Institution’)

(Separately, AU and the Institution are also referred to as a ‘Party’ and jointly the ‘Parties’.

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1. PURPOSE

1.1. The Parties will jointly perform the following research project:

‘tTEM survey in Estonia to map complex geological structures’ (the ‘Project’)

1.2. The Project is described in the Project Description.

1.3. Both Parties have a mutual interest in achieving and disseminating the new knowledge

that is made in the Project and each Party will contribute to the Project in-kind and/or

financially.

1.4. If the Parties have applied for and received external funding for the implementation of

the Project, the Parties undertake to comply with the terms of the grant, which take

precedence over this Agreement. The grant and the associated terms and conditions

are set out in an annex to this Agreement, if applicable.

1.5. All research activities conducted in the framework of this Agreement shall be done in

compliance with all applicable laws, regulations, and guidelines of the countries and

institutions in which the research is conducted. The Parties agree and understand, that

AU is subject to internal policies, hereunder its ‘Policy for research integrity, freedom

of research and responsible conduct of research at Aarhus University’. For the

avoidance of doubt, AU is solely responsible for the planning and conduction of the

research work allocated to AU in the Project in accordance with AU’s internal rules.

2. DEFINITIONS

Agreement: This Agreement on the Project.

Background Knowledge: Technology, know-how, materials (both technical and non- technical) and information, including inventions, improvements, discoveries, software, etc., whether patentable, registerable or protected by copyright or not, that are generated or controlled by a Party before the beginning of the Project and which is made available for the completion of the Project.

Budget: The Budget as included in Attachment 2 to this Agreement.

Conflict of Interest: As defined in clause 4.4.

Confidential Information: Background Knowledge clearly marked confidential or

undoubtedly of confidential nature and not comprised by clause 7.3.

Foreground Knowledge: All information, including any data and/or result, regardless

of form and regardless of whether it is or can be protected and intellectual property

rights derived thereof, which is generated under the Project by a person employed with

or allocated by a Party to the Project.

Invention: Foreground Knowledge, which may enjoy protection as a patent or

utility model under the generating Party’s national law.

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Project: The Project defined in clause 1.1.

Project Description: The project description in Attachment 1.

Project Management: The individuals appointed by each Party cf. clause 4.1 in the

Agreement.

Software: Foreground Knowledge, which may enjoy protection as software under

the Danish Copyright Act and not protected as an Invention.

Third-Party: An individual or entity other than the Parties.

3. ECONOMICS

3.1. The Parties' costs in the Project are stated in the Budget. If the Project is supported by

an external grantor, cf. 1.4, the main applicant must administer the grant in

accordance with the terms and conditions of the grant. It is a precondition for the

administrating Party's payment of a share from the grant to the other Party that the

administrating Party has previously received the corresponding share from the grantor.

3.2. VAT shall be added to any payments under the Agreement in accordance with

applicable law.

3.3. Unless otherwise stated in the Budget or follows from 3.1, one Party's payments to the

other Party are due within 30 calendar days from the date on the invoice.

4. MANAGEMENT

4.1 Each Party has appointed the following individuals to manage the Project:

The Institution: [insert name]

AU: Professor Anders Vest Christiansen]

4.2 Project Management shall have the overall responsibility for the management and

progress of the Project. Each Party shall be entitled to replace its Project Management

member with one of at least equal professional skill level, provided such replacement

does not negatively impact the completion of the Project. Each Party shall inform the

other as soon as possible about planned replacements of its Project Management

member.

4.3 Each Party shall be entitled to appoint other employees to perform the Project under the

guidance of its Project Management member and each Party shall plan and carry out the

work assigned to it on a day-to-day basis under the guidance of its Project Management

member.

4.4 The Parties shall take all necessary measures to prevent any situation where the

impartial and objective implementation of the Project is compromised for reasons

involving economic interest, political or national affinity, family or emotional ties or any

other shared interest or research misconduct (‘Conflict of Interests’). In case a Project

Management member becomes or is made aware of any circumstances constituting or

likely to lead to a Conflict of Interest in the Project, the Project Management and the

Parties shall be notified without delay. The Parties shall then immediately take all the

necessary steps to rectify this situation.

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5. RIGHTS

5.1 Each Party shall own the Foreground Knowledge created solely by that Party as a result

of its participation in the Project.

5.2 Foreground Knowledge created jointly by the Parties shall be jointly owned according

to their respective intellectual contributions. If the respective contributions of the

Parties cannot be documented, the Foreground Knowledge shall be owned by the

Parties in equal shares.

5.3 Any dispositions regarding jointly owned Foreground Knowledge including commercial

exploitation or transfer of one Party’s undivided share shall require agreement between

the Parties.

5.4 During the term of the Project, the Parties shall grant each other a non-exclusive, non-

transferable, fully paid-up, royalty- free access right to use their respective

Background Knowledge and Foreground Knowledge that is strictly required for

completing the Project and for no other reason. For the avoidance of doubt, such access

shall not extend to any commercial work or any work for the benefit of a for-profit

organization, and shall cease with the Project unless the Background Knowledge is not

deemed Confidential Information, cf. clause 7.3, and is not otherwise protected by

applicable law.

5.5 The Parties shall have a non-exclusive right to utilize, free of charge, any Foreground

Knowledge exchanged during the Project not constituting an Invention and/or Software

or covered by other specific legislation about intellectual property rights during and

after the Project.

6. ASSIGNMENT

6.1. The rights and obligations under this Agreement cannot be assigned to a Third Party

except in the event of structural changes or changes regarding jurisdiction, etc. within

the public research sector and except in the case of mergers or divisions or assignment

to another Institution within the same group or to a Third Party in connection with that

Party’s complete or partial takeover of Party’s assets and liabilities, provided always

that the performances of the Parties under this Agreement are not affected.

7. CONFIDENTIALITY

7.1. Confidential Information received by one Party from the other Party in connection with

the Project shall only be used for Project purposes and shall not without the written

consent of the Party from whom the Confidential Information has been received be

passed on to individuals not having a need to know for the purpose of the Project.

7.2. A Party’s obligation to treat Confidential Information as confidential, cf. clause 7.1, shall

apply to all individuals who through employment or other association with the Party

gain access to the other Party’s Confidential Information. Each Party shall instruct its

relevant individuals on its duty of confidentiality.

7.3. A Party’s duty of confidentiality as set out in clauses 7.1 and 7.2 shall not apply to

Confidential Information that:

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 at the time of acquisition was or later became publicly available and not as a

result of a breach of the duty of confidentiality;

 was received without any restrictions regarding confidentiality from a Third

Party who was entitled to pass on the knowledge in question;

 must be passed on to a third party in accordance with an obligation stipulated

by law, a legal decision or other binding public act; or

 a Party has developed independently of its participation in the Project as

documented by a written record of that Party.

7.4. In the event of a dispute about the duty of confidentiality, the Party who wishes to

invoke one of the provisions in clause 7.3 shall have the burden of proof.

7.5. The duty of confidentiality shall terminate 3 (three) years after completion of the

Project.

7.6. For the avoidance of doubt, the existence of this Project shall never be deemed

Confidential Information.

7.7. Upon written request of the other Party, a Party shall return or, at the option of the

other Party, destroy (and confirm in writing to the other Party that it has destroyed)

all written, tangible and electronic forms of the information it has received from the

other Party (except for any computer records or files that have been created pursuant

to that Party’s automatic archiving and back-up procedures and the removal of which

is not technically reasonable). However, the Party may retain one copy of such

information for the purpose of monitoring its obligations under this Agreement and

regulatory compliance.

8. PUBLICATION

8.1. Being academic or public institutions both Parties are obliged to publish scientific

achievements and disseminate the results of its research activities in other ways.

Publication and authorship shall follow the rules laid down in the Danish Code of

Conduct for Research Integrity or equivalent international or internal academic

standards. Substantial contributions to the work shall always be disclosed accordingly.

8.2. Each Party shall be entitled to publish its own Foreground Knowledge. Publishing of the

Foreground Knowledge owned solely by the other Party shall require that Party’s

consent. Foreground Knowledge jointly owned by both Parties can be published jointly

by the Parties, or, in the case that one Party does not wish to participate in the

publication, the other Party shall be entitled to publish on its own.

8.3. A Party who wishes to publish Foreground Knowledge generated under this Agreement

shall notify the other Party at least thirty (30) calendar days prior to the intended time

of submission and forward the text and any additional material the Party wishes to

publish to the other Party. Each Party is entitled to comment on the academic contents

of the draft as well as suggest specific amendments, provided, however, that each

authoring Party alone shall decide the final wording and content of its own text.

8.4. In case Ph.D. students are carrying out their Ph.D. projects as part of the Project under

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this Agreement, the Parties shall cooperate to ensure that that the Ph.D. student(s)

can complete the Ph.D. program and acquire the Ph.D. degree. The Parties accept that

the Ph.D. student has a duty to publish the Foreground Knowledge generated by the

Ph.D. student in the form of a Ph.D. thesis, subject to the obligations of confidentiality

pursuant to clause 8.

8.5. Notwithstanding clause 8.23 the Parties agree and accept that the Ph.D. students shall

submit and defend their respective Ph.D. theses at the set time according to the Ph.D.

plan determined by the enrolling department of AU, which takes precedence over the

possibility of postponement of publications. The Parties shall be entitled to request that

the thesis is treated confidentially by the assessment committee during the two (2)

months assessment period. Furthermore, parts of the thesis may be treated

confidentially in a separate confidential annex to the Ph.D. thesis if deemed necessary

in order to protect Confidential Information. The public part of the Ph.D. thesis shall,

however, have sufficient scientific merit for the Ph.D. student to obtain his/her Ph.D.

degree based on the public part alone.

8.6. Publication of knowledge shall always take place with due respect for the duty of

confidentiality set out in clause 7 .

9. BREACH

9.1. If a Party commits a serious breach of or repeatedly breaches its obligations under this

Agreement and the breach has not come to an end within thirty (30) calendar days

from a written request by the other Party, the other Party may terminate the

Agreement with immediate effect.

9.2. If a Party is prevented from fulfilling its obligations other than the payment obligations

under the Agreement as a result of extraordinary events beyond the Party’s control

and which the Party could not have foreseen when the Agreement was entered into

(force majeure), this shall not be regarded as a breach. In such cases, the other Party

shall, however, be entitled to terminate the Agreement if the result would otherwise be

a material delay in the completion of the Project.

9.3. If the Agreement is terminated vis-à-vis a Party in breach, the other Party can claim

compensation for the loss caused by the breach in accordance with the provisions set

out in clause 10.

10. LIABILITY

10.1. The Parties shall be liable in accordance with governing law.

10.2. The Parties shall not provide any guarantee and cannot be held liable if their

performance in connection with the completion of the Project does not lead to a specific

result.

10.3. The Parties shall perform their tasks towards the completion of the Project to the best

of their ability and in accordance with best practices for scientific work.

10.4. If a Party uses the other Party’s Foreground Knowledge or Background Knowledge

under the terms of the Agreement, then such use shall in every respect take place on

the receiving Party's own responsibility. The receiving Party may not in any way or in

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respect of any situation bring a claim against the providing Party based on such use.

The Parties acknowledge that Foreground Knowledge and Background Knowledge is

provided ‘as is’ and without any representation or warranty, express or implied, as to

its accuracy or completeness, including, without limitation, any implied warranty of

merchantability or fitness for a particular purpose or any warranty that the use of

Foreground Knowledge and Background Knowledge will not infringe or violate any

patent or other proprietary rights of any Third Party.

10.5. None of the Parties shall be liable for a failure to fulfill their obligations under the

Agreement if the failure to perform is due to force majeure as set out in clause 9.2.

10.6. Apart from a breach of confidentiality, cf. clause 8, no Party is liable to the other for

consequential losses such as production interruptions, loss of turnover/profit or other

indirect losses.

10.7. A Party’s aggregate liability for simple negligence or omissions towards the other Party

shall be limited to once the Party’s share of the total costs of the Project or DKK

10,000.00 (five-hundred-thousand) whichever is the highest amount.

11. INFORMATION TO THE PUBLIC

11.1. Being academic or public institutions the Parties may be subject to legislation regarding

e.g. public record-keeping and access to documents. Furthermore, to the extent a Party

is legally obligated to publish information on private co-financing of its research, the

Parties accept that the requested information is published in accordance with relevant

legal provisions.

11.2. A Party shall not without the written permission of the other Party directly or indirectly

refer to the other Party or staff hereof in connection with marketing activities or

otherwise use the other Party’s name for commercial purposes.

12. PERSONAL DATA

12.1. When entering the Agreement and fulfilling its contractual obligations, each Party

processes information about the other Party’s employees that participate in the

performance of the Agreement and other persons necessary for the completion of the

Agreement. Each party is a data controller for the processing of such personal data and

shall process it in accordance with each Party’s privacy policy and applicable general

data protection regulation. The data subjects are entitled to obtain access to and

rectification of their own personal data.

12.2. If the Project involves research data containing personal data transfer of such personal

data between the Parties or processing of such personal data by one Party on behalf of

the other, the Parties will enter into separate agreements regarding such transfer or

processing in accordance with applicable law and each Party’s privacy policy.

12.3. Each Party must ensure a sufficient legal basis for any personal data it processes and

takes any required security measures in accordance with applicable law on personal

data before sharing or transferring any personal data with the other Party.

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13. NATURE OF AGREEMENT

13.1. This Agreement does not create a legal entity with the Parties as participants and the

Parties, therefore, cannot bind each other vis-à-vis a Third Party.

13.2. The Parties do not accept other restrictions between themselves than those expressly

mentioned in the Agreement, including restrictions of competition.

14. DURATION

14.1. The Agreement enters into force on the date of the signature of the last signatory Party.

14.2. Except for the provisions of the Agreement that according to their content are intended

to remain in effect for longer, the Agreement shall expire when the Project has been

completed, cf. the Project Description.

15. DISPUTES

15.1. All disputes between the Parties about the interpretation and implementation of this

Agreement shall be settled in accordance with the law of the defendant Party by the

ordinary court of the defendant Party. Before taking any legal action, the Parties to the

dispute shall endeavor to settle the dispute amicably.

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16. SIGNATURES

For Aarhus University

Date: 25-05-2024

Name: [Jan Piotrowski]

Head of Department

For Institution

Date:

Name:[Sirli Sipp Kulli] Director

Attachment 1: Project Description

Project title:

tTEM survey in Estonia to map complex geological structures

Project description:

The HydroGeophysics Group of Aarhus University, Denmark developed a ground-based towed transient

electromagnetic (tTEM) system. The tTEM system (see figure 1) is designed for detailed 3D geophysical

and geological mapping of the shallow subsurface (0-80 m) in a fast and cost-efficient way. The system

is towed by means of an all-terrain vehicle (ATV), allowing mapping speeds of up to 20 km/h. The detailed

3D coverage is obtained by fast data repetition and a small line spacing of typically 10-20 m. The

transmitter electronics, receiver, power supply, etc. are located at the back of the ATV.

Figure 1: The tTEM system includes Rx-Coil and Tx-coil, indicating the receiver coil and transmitter coils, respectively, both of which are mounted on sledges. The yellow boxes on the ATV represent the receiver and transmitter electronics, while the grey box is the battery-box for power supply. The GPS is located on the TX unit.

The tTEM system is quick to deploy and easily managed by a field crew of two persons. The tTEM-system

consists of an ATV, carrying the instrumentation and towing the transmitter frame and the receiver coil.

The transmitter and receiver coils are mounted on sledges to ensure a smooth with minimal disturbance

ride over rough fields/terrain. With the tTEM system, it is possible to map up to 100 hectares per day,

thereby offering a robust hydrogeological basis for groundwater and land-use management.

In the project, Aarhus University and the Geological Survey of Estonia will use the tTEM system to map

the geological setting at 2-3 selected test sites. The exact sites to be mapped will be decided jointly on

an online meeting to be held prior to fieldwork. The acquired data will be compared with existing

geological maps and borehole log information to assess the geological setting and evaluate the feasibility

of applying the tTEM method to specific geological conditions.

In the project, Aarhus University, HydroGeophysics Group will contribute with the following:

 Conducting pre-mapping planning in partnership with the Geological Survey of Estonia, utilizing satellite imagery and relevant GIS themes, including infrastructure and the locations of valuable boreholes, etc.

 Conduct tTEM survey, including operating the instrumentation, and performing daily quality control of incoming data.

 All data handling workflows, including data processing, inversion, and compilation of geophysical results.

 Host an online workshop for a detailed discussion of the results, including , an analysis of the hydrogeological sequences derived from the tTEM data.

 Provide a detailed report with all the survey activities, data handling procedures, presentation of all the results, and a discussion of the hydrogeological interpretation.

 Both parties will do their utmost to disseminate the results to local and internal partners.

 Host a training course in connection with the course. The course will include training on data processing and interpreting tTEM data. All relevant software will be provided in-kind for the training by Aarhus University. For the training course, we will use the acquired data from the tTEM mapping.

In the project, the Geological Survey of Estonia will contribute with the following:

 Field access and contacting relevant authorities and land-owners to obtain mapping permission.

 Providing assistance with locating the project sites to be surveyed.

 Background material such as existing borehole log information, GIS maps and other relevant material.

 Providing assistance with personnel for the mapping, who should be fluent in the local language

and help facilitate field access, among other tasks.

 Comparison of the geophysical results with other information such as boreholes, geological maps

etc.

 Participate in an online workshop for discussing the geophysical results.

 Both parties will do their utmost to disseminate the results to local and internal partners.

Project duration:

The fieldwork and training course should be carried out in the time period of May-June 2024. The data

processing and interpretation of the acquired tTEM data should be carried out subsequently. The results

of the mapping will be documented in a geophysical data report, which is due one month after the

completion of the fieldwork. Aarhus University is responsible for drafting the report while the Geological

Survey of Estonia will review and suggest changes as per needed. The report should thus be considered

a joint report. Aarhus University will host an online workshop in Aarhus where the geophysical results can

be discussed. Both parties will do their utmost to disseminate the results to local and internal partners.

Finally, Aarhus University and the Geological Survey of Estonia Mainz will pursue publication of the

findings in peer-reviewed journals. Therefore, the total duration of the project is expected to be two years,

starting on March 1, 2024, and ending on March 1, 2026..

Attachment 2: Budget

The table below states the project budget.

Financial terms and conditions:

 All equipment necessary to conduct the survey is included in the cost estimate.

 Software needed for the data processing course is provided in-kind during the duration of the course.

 Aarhus University is responsible for invoicing the full amount upon completion of the final report. The final report is due one month following the fieldwork, at latest.

 Partner is responsible for field access and contacting relevant authorities and land owners with respect to mapping permission