Dokumendiregister | Majandus- ja Kommunikatsiooniministeerium |
Viit | 1-7/22-4489-1 |
Registreeritud | 06.07.2022 |
Sünkroonitud | 28.10.2024 |
Liik | Leping |
Funktsioon | 1 Ministeeriumi ja tema valitsemisala töö korraldamine |
Sari | 1-7 Riigisisese ja rahvusvahelise koostöö kokkulepped |
Toimik | 1-7 |
Juurdepääsupiirang | Avalik |
Juurdepääsupiirang | |
Adressaat | |
Saabumis/saatmisviis | |
Vastutaja | Mikk Vahtrus (Majandus- ja Kommunikatsiooniministeerium, Kantsleri valdkond, Majandusarengu valdkond, Majandusarengu osakond) |
Originaal | Ava uues aknas |
LETTER OF INTENT
Relating to the design, deveiopment and impiementation of a Next-Generation Emergency Medical System in Estonia
between
AIRBUS HELICOPTERS, a S.A.S. (slmpllfled company Ilmlted by shares) Incorporated under French Iaw, having a share capital of EURO 586,212,416.10 and its registered office at A&oport International Marseille Provence 13725 Marignane Cedex France, registered with the Registry of Commerce and Companies of Aix-en-Provence under registration number 352 383 715, referred to as “Airbus”
and
INTERNATIONAL SOS EUROPE GOVERNMENT SERVICES, an SPRL organised and existlng under the aws of Beigium, with Its address at Espianade 1 Box 7, 1020 Bruxelles, Beigium, referred to as “International SOS”
and
MINISTRY OF ECONOMIC AFFAIRS AND COMMUNICATIONS of the Republlc of Estonia, with its address at Suur-Ameerika 1, 10122 Tallinn, Estonia, referred to as “MEAC”.
Airbus, International SOS and/or MEAC are herelnafter also individually referred to as the “Party” or jointly as the “Parties”.
LOI for Step 1 LlfeSaver Estonla Program 1
71I6
Preamble
(1) Whereas emergency medical servlces (EMS) of countres ali over the world are facing multlpie chalIenges such as the ageing population, urbanlsatlon, Iack of quailfied medicai experts, shortage of health resources, consequences of climate change and short-term crisis sftuations such as pandemics, armed conflict and natural dlsasters.
(2) Whereas the Government of Estonia has the strategic objectlve to use hlghly innovative technologies and soiutions so that EMS in Estonia could meet the aforementioned challenges, improve living conditions for people and match the standard of EMS in other Nordic countries.
(3) Whereas Estonia is the world’s most advanced digital society and recognlsed leader In digital skills, infrastructure and legisiation. Estonia has a two-decade track record of successfui investments and innovations, world-class human capital, unique digital capabilities in the public health domain and a competitive business environment which allow soiutions and services to be developed, implemented and delivered globally.
(4) Whereas Airbus is an international pioneer in the aerospace industry and aims to use Its system integration capabliitles for a better-connected, safer and more prosperous world. The company has more than 40 years of experience in worklng with operators of Helicopter Emergency Medlcal Services and governments from ali over the world. lts Urban Air Mobility unit develops transport solutions with vertlcal takeoff and landing aircraft, unmanned traffic management system and city integration (eg. infrastructure) that can extend time-crltical urban and regional mobility capabillties, e.g. for rescue and medical transport.
(5) Whereas International SOS has been provlding medical services and global health improvement initiatives throughout the world for over 30 years. Its medlcal advlsors have broad experlence supporting governments in developing the capability and capaclty of their Health Management Systems. its Giobal Health Team 15 diverse in its expertlse, and adept at Ieveraging the logistical capabilities and institutlonai knowledge of International SOS throughout the world.
(6) Whereas Airbus and International SOS have developed the LifeSaver Solutlon to support governments with the provision of advanced EMS and the scaling of the full eco-system of emergency services (ground + air) across the entire rescue chaln. LifeSaver takes a holistic view of emergency and healthcare infrastructure to bulld a resllient system for governments so they can deliver optimised patlent health outcomes, greater economic and soclal impact for citizens, and save Ilves.
(7) Whereas ali parties wish to define together a national investment program for the systematic improvement of EMS iii Estonia and the creation of an exportable eco system to showcase Estonian capabiiities in the air, medical and digital domains.
LOI for Step 1 LifeSaver Estonla Program 2
NOW THEREFORE, the Parties hereto agree as foHows:
§ 1 Objectlve and Scope of this LOI
(1) The Parties intend to develop and execute the “LifeSaver Estonla (ISE) Program” (hereafter “Program” or “LSE Program”), a national innovation and investment program to improve EMS and national healthcare in Estonia.
By connecting the economic dimension of an innovation and investment program wlth social policies and objectives of Estonia, the Program aims to implement and scaie a next generation EMS eco-system.
The Parties intend that Estonian companies and orgariisations may participate in the LSE Program in order to join the EMS eco-system, where they may showcase their specific capabllities in the aviation, medlcal and the digital domain.
The Parties may aiso evaluate cooperating at Program level with other countries that pursue similar objectives.
(2) Development and execution of the ISE Program is divided into three separate steps:
a) Step 1 is to develop a proposed approach and methodology for Program development, approved by MEAC of the Government of Estonla.
b) Step 2 is to engage the proposed approach and methodology to develop the detalis of the ISE Program through a system design process 50 that It can be approved by the relevant Ministries of the Government of Estonia.
c) Step 3 is the impiementation of the actual LSE Program after it has been approved by the relevant Ministries of the Government of Estonla.
(3) This LOI covers Step 1 only. The design of the Program in Step 2 and the execution of the Program In Step 3 are not In the scope of this LOI. Ali Parties acknowiedge that Step 2 and Step 3 are subject to the negotiation and execution of one or more final blndlng agreement(s) (hereinafter the “Definitive Agreement(s)”).
(4) The Parties are not under any obiigation of any nature to work together or enter into step 2 or 3 or any subsequent contractual relationships In relation to the LSE Program or any other actlvity uniess the Parties expressiy agree to do so in Definitive Agreement(s) between the Parties, which shall, once agreed, supersede this LOI.
(5) in the event that no Definitive Agreement Is entered Into with Airbus and International SOS, MEAC agrees that it will not use or provide to third parties the materiais developed during Step 1 to develop an EMS system in Estonia or elsewhere.
(6) As a target, the Partles intend to conclude the Definitive Agreement for Step 2 within
3 months from the effective date of this LOI, upon approval received durlng Step 1.
LOI for Step 1 LifeSaver Estonla Program 3
§ 2 UndertakIngs of the Parties
(1) Recognizing the innovative approach of the LSE Program, the Parties agree to collaborate cIosely and use their best efforts to produce a detaUed proposed approach and methodoiogy for the design of the [SE Program (Step 1), whlch wUI lnclude the followlng key aspects:
a) process to assess the current EMS and public heaith system includlng the
regulatory and dlgltal framework (e-Government) for Estonia, and analysis of main health risks;
b) process to determine use cases to frame the innovations that program participants wiII develop;
c) stakehoider mapping and engagement pian;
d) processing for assessing funding structures and total amount of funding required
includlng eligibility criteria and payout mechanisms to make the Program viable and attractive to Estonia and international participants;
e) approach to ensuring the programme has an appropriate contractual framework for participating companies and organlsations;
f) stakeholders and requlrements for development of a communlcatlons strategy;
g) assessment of International business development strategy to promote export of solutions developed under the ISE Program and attract interest from investors,
h) program timeline, project management organisation and governance.
(2) For the term ofthis LOI, each Party shall provide prompt notice to the other Parties of
any fact or circumstance, whlch may adversely affect the abi lity of the Party to perform
its undertaklngs underthis LOI.
(3) For the term of this LOI as defined iri § 5, M EAC commits to use its best efforts to keep
Airbus and International SOS informed on pollcies and plans of the Government of
Estonia and the public administration regarding the definition and development of the
I.SE Program or ofslmilar programs.
§ 3 Confldentiallty
(1) Durlng the performance ofthis LOI, the proprletary Information shall be protected.
(2) The term “Proprietary Information” shall mean any information or data in whatever
form (either in writing or orally, subject to the conditioris set forth hereinafter, and
LOI for Step 1 LIfeSavr Estonia Program 4
includlrig but not Ilmlted to any writteri or printed documents, sampies. models or any means of disclosing such Proprietary Information that the disclosing Party may elect to use durlng the life of this LOI), dlsclosed by either Party to the other and whlch Is deslgnated as proprietary to the discloslng Party by an appropriate stamp, Iegend or any other notice in writing, or when disclosed or&Iy, has been identified as proprietary at the time of disclosure and has been promptly (withln thirty (30) calendar days at the Iatest) confirmed and designated in wrlting as Proprietary Information of the discloslng Party.
(3) The receiving Party hereby covenarits that, from the effective date of thls LOI, the Proprietary Information recelved from the disclosing Party shall:
a) be protected and kept in strlct confidence by the receiving Party, which must use the same degree of precaution and safeguards as it uses to protect its own Proprietary Information of like Importance, but in no case any Iess than reasonable care; and
b) be only disclosed to and used by those persons withln the receMng Party’s organisation who have a need to know and solely for the purpose specified in this LOI; and
c) not be used, In whole or In part, for any purpose other thari the purpose of thls LOI without the prior written consent of the discloslng Party; and
d) nelther be dlsclosed nor caused to be dlsclosed, whether dlrectly or indirectly to any third party or persons other than those mentloned in subparagraph b) above; and
e) neither be copied nor otherwise reproduced nor dupllcated, In whole or In part, where such copying, reproduction or dupllcatlon has not been speciflcally authorlsed In wrltlng by the dlscloslng Party.
(4) Transmlssion by one Party to the other Party of Proprietary Information under this LOI shall not be construed (1) as expressly or Impliedly grantlng the receivlng Party any intellectual property right (under any Iicence or any other means) in respect of any Items such as, wlthout Ilmitation, drawings and modeis, Inventlons, patents, trade marks, software, trade secrets, know-how, concepts or Ideas in relation to such Proprietary Iriformation, or (ii) as a disclosure withln the meaning of patent Iaw.
The Parties undertake to comply with the notice of reservation of intellectual property and confidentiality indlcated on the Proprletary Information, if any.
Any Proprietary Information and copies thereof disclosed by elther Party to the other shall, subject to any third party rights, remain the property of the dlscloslng Party and shall be Immediately returned by the recelving Party upon request.
(5) Nothing In this LOI shall replace or prejudice any government securlty classlfication referenced on any part of the Proprietary Information. Any and alI Proprletary
LOI for Step 1 LifeSaver Estonla Program 5
information disclosed by the Parties under this LOI subject of a government security classification, shali be identlfied as such by the disciosing Party at the time of disclosure.
Each Party warrants that it has the right to disclose to the other ali Proprietary information disciosed pursuant to this LOI.
These confidentiality uridertakings shali continue to appiy for a period of 5 (five) years after the date of expiration of thls LOI (see § 5, paragraph (2)).
§4 Representation to the PubIic
(1) No Party shail identify and represent this LOI to the pubiic iri written pubilcations, advertisements and mailings or by oral presentatlons without the prior written consent of ali other Parties, such consent not to be unreasonabiy withheld. Ali such communications, publicity and press releases are subject to approval by ali Parties.
(2) No Party shali use the name, trademark (lncluding the LifeSaver trademark of Alrbus), crest, logo or reglstered image of any other Party for any purpose wlthout the express written permission of that Party.
(3) The Parties foresee the need to Involve third parties for the performance of their undertakings, such as the national EMS agency and other public or private organisatlons. Any engagement of third parties shaii require the Parties’ unanimous agreement. The Parties aim at signing an NDA with such thlrd parties.
§ 5 Duration of the LOI
(1) This LOI shaii enter into force upon signlng by the Parties,
(2) The LOI shail end either upon signing of a Definitive Agreement by the Parties relating to the design of the ISE Program (Step 2), or by the end of 2023, whichever comes first, unless the Parties have mutually agreed In writing on an extenslon of the duration of the LOI.
§ 6 Relatlonship
The relationship of the Parties shail be that of independent Parties. The Parties to this LOI shaii not be considered as agents or legal representatives of each other nor commit each other legally or contractually towards third parties.
§ 7 Compliance
101 for Step 1 LifeSaver Estonia Program 6
vj1
As part of thls LOI, each Party acknowledges and agrees to comply strlctiy with ali appilcable antl-bribery and export control iaws. Each Party agrees not to promise, offer or give anything of value, directly or indlrectly, to any person or eritity for the purpose of obtaining or retalnlng an lmproper business advantage.
§8 FInal provisions
(1) Any previous oral or written agreements between the Parties regarding the subject matter ofthis LOI shali become nuil and void upon entry into force ofthis LOI.
(2) Any agreements entered into by and between the Parties for the purpose of executlng the present LOI have been put down In wrltlng In thls LOI.
(3) Any changes and/or amendments to this LOI shall be made in wrlting. Furthermore, any changes or ameridments to or waiver of the present clause shall also be made in writing.
(4) If any provision of this LOI 15 invalid, this shall not affect the validity of the remaining provisions.
(5) Any dispute arislng out of or In connection with the present LOI that the Parties fail to resolve amicably within a time perlod of 1 (one) month as of its notification, shall be finally settled under the “Rules of Arbitration11 of the “International Chamber of Commerce” (ICC) by three arbitrators appointed in accordance with the said rules. The arbitratlon shall be conducted In the English language. The place of arbltratlon shall be Munich, Germany.
Notwlthstanding the above, each Party is entitled to seek injunctive relief as may be deemed proper by a court of competent jurlsdiction.
(6) This LOI shail be subject to the Iaws of the Federal Republic of Germany, excluding lts conflict of Iaw provlsions.
(7) The LOI shail be slgned In three copies. Each Party shail receive one copy.
LOI for Step 1 IlfeSaver Estonla Program
SIGNATURES:
For Airbus Helicopters For International SOS
Place, date: Aarij,iaie, /2-, Ö7. 2a Place, date: !- 3 )
Name:________________ Name:________________
/r
Position: keai6v’e t4e ,D_ejfåenf Position: INTERNATIONAL
J/ra/eJy Frededc Balme General Manager International SOS
Europe Govemmenj SeMces
For the Ministry of Economlc Affairs and Communicatlons
Place, date: Tallinn, O6O7.2O22
Name: Andres Sutt
Position: Minister of Entrepreneurship and Information Technology
LOI for Step 1 LIIeSaver Estonla Program 8
Nimi | K.p. | Δ | Viit | Tüüp | Org | Osapooled |
---|---|---|---|---|---|---|
Ühiste kavatsuste protokoll innovatsiooniprogrammi LifeSaver rakendamiseks | 25.10.2024 | 3 | 1-7/24-0284 | Leping | mkm |