SUBJECT: Permanent Open Call for Proposals for the Technopolis Thessaloniki

Business Incubation Center of CERN Technologies (BIC)

CERN, as part of its endeavour to encourage the transfer and commercialisation of

high energy physics technologies, and Technopolis Thessaloniki have set up a
Business Incubation Center located in Technopolis Thessaloniki Business Park. The
purpose is to enable entrepreneurs to receive comprehensive commercial and
technical assistance in order to set up their new business using technology that could
benefit from the support of CERN in their core fields of competences either into new
markets or to further support research and development.

Technopolis Thessaloniki is responsible for the administration and implementation of

this Call. Technopolis Thessaloniki is the only private High Technology Business
Park in Greece.

CERN and Technopolis Thessaloniki hereby invite you to submit a proposal for the
above subject.

Please find enclosed the following documents:

Appendix 1: Call for Proposals

Section 1: Instruction for Business & Activity Proposals

Section 2: Formal Requirements, Selection Process and Evaluation
Criteria
Section 3: Draft Contracts
Section 4: Additional Information

Appendix 2: Proposal Template

Your attention is drawn to the following:

Nature and purpose of this Call for Proposals:

1. The purpose of this Call for Proposals (Call) is to select projects and ideas for
business incubation in the BIC. Business Incubation is for a maximum of 24
months.

2. CERN and Technopolis Thessaloniki offer to support projects and ideas for
business incubation by providing funding, business, technology, and technical
Technopolis Thessaloniki BIC of Cern Technology Open Call
Page 2
assistance as well as office accommodation & services. The extent of the
support and services provided is negotiated on a case-to-case basis. As a
general rule the financial support granted to one project for its prototyping and
IPR development will be €30,000 over the period of 24 months.

3. This Call is of a permanent nature meaning that it has no closing date for the
submission of proposals as long as Technopolis Thessaloniki and CERN have
not indicated otherwise.

4. Start-up companies, whether registered and started operation or not, as well as

individuals may apply for this call.

5. In case of start-up companies who are registered, the company – represented

by its authorised representative(s) – is considered to be the Applicant.

6. In case of legal entities that are not registered, the general partner is
considered to be the Applicant

7. In case the Applicant is an individual, (s)he shall be over eighteen years of age
and of sound mind, and therefore able to enter into a binding agreement.

8. All the above categories are hereinafter referred to as ‘Applicant’.

9. This Call is aimed at applicants who are developing technology that can be
supported by CERN but explicitly excludes activities promoting, or being
related to, the military, alcohol, tobacco, religion, politics, intolerance,
violence, firearms, pornography, obscenity, gambling or illegal drugs.

Requirements

10. Applicants are required to closely follow the instructions provided in this Call
when producing and submitting their proposal (see Section 1 of Appendix 1).

11. Only those Applicants that fulfil all formal requirements (see Section 2 of
Appendix 1) will be accepted for evaluation.

12. Applicants should carefully read the contractual documentation provided in

Section 3 of Appendix 1. The application shall include a clear, explicit and
unambiguous statement whereby the Applicant has read and understood the
terms and conditions contained in the contractual documentation and accepts
them. In exceptional cases where the Applicant wishes to propose
modifications or amendments, the full text of such modifications or
amendments shall be given and the reasons for the amendments requested
shall be clearly explained and reviewed by CERN and Technopolis
Thessaloniki.

Conditions of access to CERN technology/expertise will be discussed between

CERN and the Applicant and set out in a separate agreement.

Procedure and planning

Technopolis Thessaloniki BIC of Cern Technology Open Call
Page 3

13. The evaluation of all proposals received shall take place in accordance with
the requirements set out in Section 2 of Appendix 1. All Applicants will be
informed of the outcome of their application.

14. The evaluation procedure is carried out locally by Technopolis Thessaloniki

with participation of CERN.

15. The Selection Committee meets regularly (typically quarterly) to evaluate the
proposals received in the preceding three months. Proposals will be accepted
for the current evaluation round where they reach Technopolis Thessaloniki at
least 15 working days before the Selection Committee meeting, the date of
which is published on www.technopolis.gr/CERN-BIC

16. The period between receipt of a proposal and contract placement is in

principle no longer than 6 months.

Miscellaneous

17. The contents of the Applicant proposals shall be treated as confidential.

18. In spite of the efforts undertaken by Technopolis Thessaloniki to ensure full

confidentiality, the Applicant’s idea may through the application with
Technopolis Thessaloniki (if not specifically protected for example by patent
rights) fall into the public domain. Therefore it is strongly recommended that
the Applicant discusses the protection of his/her idea with a dedicated expert
in this field prior to application with Technopolis Thessaloniki.

19. As far as allowed by law, any title held by the Applicant to his/her idea shall
remain vested in him/her. This application shall under no circumstances result
in the acquisition of any title whatsoever to the idea.

20. No expenses incurred in any stage of the application procedure will be

reimbursed to the Applicant by Technopolis Thessaloniki.

21. In no event shall this Call for Proposals be construed as imposing any
obligation whatsoever upon Technopolis Thessaloniki, CERN and/or any third
party to enter into negotiations with any Applicant or to enter into any other
specific arrangement for business incubation in any of the CERN and
Technopolis Thessaloniki’s establishments.

22. Technopolis Thessaloniki and CERN are committed to ensuring equal

opportunities and the elimination of discrimination of any type for all
applications complying with the conditions and requirements set forth in this
Call.

Any queries relevant to the submissions of proposals are to be addressed, in writing,

to: [email protected]
Technopolis Thessaloniki BIC of Cern Technology Open Call
Page 4

Your complete proposal and all supporting documents are to be submitted, in

electronic form (.pdf and .doc) to the following email address: CERN-
[email protected]
Technopolis Thessaloniki BIC of Cern Technology Open Call
Page 5

Appendix 1: Call for proposals

Section I. Instructions for Business & Activity Proposals 5
A. Length of proposal...........................................................................................5
B. Content of proposal.........................................................................................5
1. Cover Letter.................................................................................................5
2. Requirements Checklist...............................................................................6
3. Executive Summary.....................................................................................6
4. Business & Activity Proposal......................................................................6
5. Additional Information..............................................................................10
Section II. Formal Requirements, Evaluation Process and Criteria 11
A. Formal requirements......................................................................................11
B. Evaluation process.........................................................................................12
C. Evaluation criteria.........................................................................................13
Section III: Draft Contracts 14

Section I. Instructions for Business & Activity Proposals

Section I of this Call for Business & Activity Proposals is meant to inform applicants
of the required length and content of their Business & Activity Proposal (proposal).
Any relevant information in addition to the required information is welcomed.

A. Length of proposal

The proposal shall not contain more than 25 pages, annexes excluded.
The Executive Summary shall be a maximum of one page.

B. Content of proposal

The proposal shall contain the following information:

1. Cover Letter

The Applicant is asked to introduce the application with a cover letter (following the
template attached in Appendix 2 point 1). The cover letter must clearly state that the
draft contract conditions are read, understood and accepted.

It shall also provide the name, address, email address, fax- and telephone number of
the Applicant whom all communications relating to the call for proposal shall be
addressed to, as well as the names, email address, fax and telephone numbers of the
persons who will be responsible for the day-to-day management of any resulting
contract and the legal representative signing the contract.
Technopolis Thessaloniki BIC of Cern Technology Open Call
Page 6

2. Requirements Checklist

The Applicant is specifically asked to fill in, sign, date and attach the Requirements
Checklist with the cover letter as in Appendix 2 point 2 of the Open Call Company
Submission Template.

3. Executive Summary

The Applicant is asked to produce an executive summary as in Appendix 2 point 3 of

the Open Call Company Submission Template. The executive summary shall cover
the following aspects, in a maximum of one page:

Business idea

Describe your business idea in brief, including the relationship to CERN.

Implementation

Describe how you are planning on implementing your business idea.

BIC investment opportunity

State the funding or/and the technical support requested and how the BIC’s resources,
funding and incubation can benefit your business idea and business development.
Explain why the BIC shall invest in your business in terms of resources, funding and
incubation.

Goals

Outline your short-term goals, meaning what your company wants to achieve during
the incubation period. Outline your long-term goals, meaning where your company
aims to be in 5-10 years.

4. Business & Activity Proposal

The Applicant is asked to produce a Business & Activity Proposal as in Appendix 2

point 4 of the Open Call Company Submission Template.

Presentation of the Applicant

This part of the proposal shall provide an overview of the Applicant, covering the
following aspects:

Background and history of company

Describe the background of the company, including the official name of the
company, contact details, age of company, ownership details, company capital,
Technopolis Thessaloniki BIC of Cern Technology Open Call
Page 7
grants already received and industrial organisation. Provide an overview of any
milestones already reached.

Introduction of the entrepreneur

Describe the entrepreneur/inventor by providing the background and CV, as well
as his/her role in the company or current involvement with the company. Has the
entrepreneur/inventor committed personal time and investments to the company?

Introduction of the management team

Describe the management team by providing the background, references and CVs
of the involved persons, as well as their role in the company. Have members of the
management team committed personal time and investments to the company?

Support entities
List other supporting entities and what type of support they provide, if any (in
kind, in cash, etc.).

Vision
Describe the future of the company. Where do you expect to be in 5-10 years?

Description of business idea

This part of the proposal requires you to give a presentation of your business idea,
covering the following aspects:

Business idea
Describe your business idea, including the stage of implementation.

Core related customer needs

Identify the customer needs which your business idea will address, if any.

Identified market
Describe how your business idea will meet the customer needs.

Unique selling proposition

Describe the specific benefit your business idea offers the customers.

Description of the product and/or service

This part of the proposal requires you to give a presentation of the product or service,
covering the following aspects:

Description of product/service and use

Describe the product/service you company provides, and the use. Include how you
convert your ideas and materials/labour into goods or services.
Technopolis Thessaloniki BIC of Cern Technology Open Call
Page 8
Technology and CERN relationship
Describe the CERN or Partner Organisations technology or expertise (hardware,
software, process, methodology or data) your product/service is utilizing.

Economic benefit
Describe the benefit from the use of your product/service.

In-depth description of technology

Describe the core technology of your product/service (a “technology” is not
necessarily hardware/software, but can also be a means of converting ideas,
materials or labour into goods or services).

Stage of development of the product/service

Describe the current status of development of the product/service.

Research and development

Describe the way forward by stating the needed short-term and long-term
developments of the product/service.

Intellectual property
If relevant, explain how you secure your own IP (e.g. by means of patents,
copyrights, trademarks, trade secrets, exclusive license….)
Explain how you use 3rd party IP, including details on rights of use and details on
ownership.

Market Analysis

This part of the proposal requires you to give a presentation of the identified market,
covering the following aspects:

The market
Describe the market in which your business will be conducted, and state if you are
familiar with working in this market.

The market sectors

Describe the market sectors within the market in which your business will be
conducted, and state if you are familiar with working in any of these market
sectors.

The customer
Describe the customer your business is targeting and state if you are familiar with
working with this type of customer.

The geographical coverage

State the geographical area your business will cover.

Business model
Technopolis Thessaloniki BIC of Cern Technology Open Call
Page 9
This part of the proposal requires you to give a presentation of your business model,
covering the following aspects:

Supply chain
Describe where your company is placed in the supply chain.

Suppliers
List the main suppliers for your product/service (raw materials, components,
services and/or data).

Production
Describe how the production will be organized. Include by whom, where and the
capacity.

Distribution
Describe the distribution network.

Strategy

This part of the proposal requires you to give a presentation of the business strategy,
covering the following aspects:

The market approach

Describe how you will reach your customers/clients.

Marketing strategy
Describe how you will do your marketing, and who will be doing it.

Sales strategy
Describe how you will do your sales, and who will be doing it.

Pricing strategy
Describe how you will be pricing your product/service.

Risk analysis

Perform a risk analysis covering competition, your competitive advantage, barriers to

market entry, and third party issues – and how you will address these risks. Also
visualize this in a SWOT analysis as indicated in the proposal template (see Appendix
2 point 4.7, Fig. 1: SWOT) of the Open Call company submission template document.

Finance

To the extent possible, the Applicant is asked to complete the EXCEL spreadsheets
attached in the proposal template (see Appendix 2 point 4.8, table 1: Assets &
Liabilities, table 2: Profit & Loss projection) of the Open Call company submission
template document. The Applicant needs to double click on the spreadsheets to
activate them.
Technopolis Thessaloniki BIC of Cern Technology Open Call
Page 10
Activity proposal

This part of the proposal requires you to provide a plan of activities for the period of
incubation at the BIC, covering the following aspects:

Milestone planning
Explain what you want to do during the incubation by listing all tasks you want to
start/complete. Also visualize this in the chart attached in the proposal template
(see Appendix 2, point 4.9.1, Fig 2: Milestone Planning) of the Open Call
company submission template document. The Applicant needs to double click on
the EXCEL spreadsheet to activate it.

Task description and related costs

For each task identified in 4.9.1, fill in the task description template (see
Appendix 2, point 4.9.2) of the Open Call company submission template document
indicating the related costs and technical assistance per task.

Funding
Explain how you want to finance your tasks, describe which ones you want BIC to
fund, describe the expertise needed from CERN in terms of manpower and sources
of funding (see Appendix 2, point 4.9.3, Table 3: Funding Split, Table 4: BIC and
CERN Technical Expertise Support, Table 5: BIC Business Support)of the Open
Call company submission template document. The Applicant needs to double click
on the EXCEL spreadsheet to activate it.

The Applicant may also indicate in the same table the request for the BIC loan-
scheme as well as other sources of funding if applicable.

Technical Support
Indicate the number of hours of technical support (table 3 and table 4 of the Open
Call company submission template document) and from whom you require it

Business Support
Indicate what kind of business support you are expecting and estimate the number
of hours (table 5 of the Open Call company submission template document) and
from whom you require it.

Management
Explain how you will organize your management, reporting, meetings and
deliverables during the incubation (see draft contract in Appendix 1 section 3).

5. Additional Information

Any additional information relevant to the application (such as CVs, References,

Publications, Letter of Support, Patents filed, etc.) may be included in this section of
the proposal.
Technopolis Thessaloniki BIC of Cern Technology Open Call
Page 11

Section II. Formal Requirements, Evaluation Process and Criteria

Section II of this Call is intended to inform Applicants of the selection process and
criteria.

A. Formal requirements

In order for the Applicant’s proposal to be accepted for evaluation, the requirements
listed below need to be fulfilled. The application requirements are applicable to all
Applicants

Application Requirements

- The Applicant’s product or service is based on technology that could

benefit from the support of CERN in their core fields of competences
either into new markets or to further support research and development

- The Applicant shall sell and deliver innovative products, processes or

services (advice/consultancy is excluded) for his own account and risk.

- The Applicant’s first registration shall have taken place no longer than 5
years prior to submission of Applicant’s proposal to BIC.

- In case the Applicant is a legal entity, the Applicant shall not form part of a
group at the time of submission of the Applicant’s proposal to BIC. This
means that no less than half the issued capital or voting rights shall be
owned – directly or indirectly – by the authorised representatives applying
on behalf of the Applicant. In case the Applicant is a legal entity without
legal personality, the Applicant shall be a fully authorised general partner.

- The Applicant shall not conduct business activities promoting, or being

related to, the military, alcohol, tobacco, religion, politics, intolerance,
violence, firearms, pornography, obscenity, gambling or illegal drugs.

- The Applicant shall communicate in the English language.

- Eligible ideas will have to be broadly related to CERN activities. This

includes in particular:
o Any innovative project that could clearly benefit from the support
of CERN experts in their core fields of competences.

- The Applicant states that the terms and conditions of the draft incubation
contract, draft membership agreement and the draft tenancy agreement are
read, understood and accepted without any reservations.
Technopolis Thessaloniki BIC of Cern Technology Open Call
Page 12
- The Applicant confirms that they are not to be hosted in another business
incubator – or entity or organisation providing similar support, for the
duration of the incubation contract.

- The Applicant shall register and start the company’s activities at the first
stage of the business incubation.

- Company headquarters to be located at the offices of the BIC.

- The Applicant shall provide a copy of an official document proving his or

her identity.

B. Evaluation process

Until further notice by BIC, Applicants are invited to submit their proposal for the
BIC at all times.

Upon its receipt, BIC shall first assess the admissibility of the Applicant’s proposal.
The proposal is only admitted for further evaluation where all formal requirements
(See A above) have been met. In all other cases the proposal shall be rejected. The
outcome of this first assessment shall be communicated to the Applicant.

Where the proposal is compliant with the formal requirements, the applicant is invited
in writing to present the proposal in person upon which BIC shall perform a first
evaluation in order to shortlist Applicants for final evaluation. The outcome shall be
communicated to the Applicant. Shortlisted Applicants will be invited in writing to
Technopolis Thessaloniki or CERN for final evaluation.

Applicants will be requested to present their proposal to the abovementioned

Selection Panel and to provide answers to any further questions the boards might
have.

The proposal and the presentation will be marked against the selection criteria
detailed under C below.

The final decision regarding the application shall be notified to the Applicant in
writing by BIC. This decision is without appeal, and neither Technopolis Thessaloniki
nor CERN will enter into correspondence on the reasons for the decision.

Upon receiving notice that the application has been unsuccessful the Applicant may
request BIC to advise him/her of the reasons why the application was unsuccessful.
This outcome of the evaluation will not be construed as to prevent the Applicant from
submitting a renewed application.

Upon receiving notice that the application has been successful the Applicant is
requested to register his/her company during the first stage of incubation.
Technopolis Thessaloniki BIC of Cern Technology Open Call
Page 13
C. Evaluation criteria

The evaluation shall be based on the way the criteria below have been addressed both
in the proposal and during the Applicant’s presentation.

- Formal Aspects
o Compliance with Requirements

- Background and Experience

o Team composition and ownership structure
o Support entities and ownership structure
o Vision

- Business Case
o Business idea
o Market
o Business Model
o Strategy
o Finance

- Technology
o Technical Feasibility
o Research and development strategy
o Intellectual Property strategy

- Activity Proposal
o Milestone planning
o Task description and related cost
o Funding requested
o Management
Technopolis Thessaloniki SA Business Incubation Centre of CERN Technologies
Open Contract
Page 14
Section III: Draft Contracts

Section III.1: Draft Incubation Contract

Between:

Technopolis Thessaloniki SA

Through the Technopolis Thessaloniki Business Incubation Centre of CERN

Technologies (hereinafter called “BIC "),

Represented by xxxxxxxxxxxxxxxxxxxxxx,

of the one part,

And:

xxxxxxxxxxxxxxxxxxxxxxxxxxxxx

(hereinafter called the “Incubatee")

Represented by xxxxxxxxxxxxxxxxxxxxxxxxxx,

of the other part,

(together, hereinafter referred to as the “Parties” or individually as a “Party”)

the following has been agreed:

PR EAMB LE

1. WHEREAS CERN is an intergovernmental organisation established by the

Convention for the Establishment of a European Organization for Nuclear
Research, open for signature at Paris from 1 July to 31 December 1953 and
which entered into force on 29 September 1954.

2. WHEREAS Article II of the Convention assigns to CERN the task to

Technopolis Thessaloniki SA Business Incubation Centre of CERN Technologies
Open Contract
Page 15
promote cooperation in nuclear research and technology and to elaborate
and implement activities and programmes in high energy physics.

3. WHEREAS CERN manages a technology transfer initiative to encourage

the utilisation of CERN related technology for general industrial, scientific
and commercial uses.

4. WHEREAS as part of the technology transfer initiative CERN and

Technopolis Thessaloniki SA have set up the BIC initiative to enable start-
up companies (incubatees) to receive comprehensive commercial and
technical assistance in order to set up their business using CERN related
technology for such general industrial, scientific and commercial uses.

5. WHERAS Technopolis Thessaloniki SA will implement and manage the

BIC.

6. WHEREAS the Incubatee wishes to participate in the BIC and benefit

from the assistance which may be offered to it through the provisions of
this Contract.

7. WHEREAS, as part of the assistance offered to the Incubatee, the

Incubatee will sign a tenancy agreement covering the same period as this
Contract for the provision of office accommodation and related equipment
and services to the Incubatee, and CERN and the Incubatee will sign an
agreement concerning access to the CERN technology or expertise.
Technopolis Thessaloniki SA Business Incubation Centre of CERN Technologies
Open Contract
Page 16
ARTICLE 1 - CONTRACTUAL BASELINE

1.1. Definitions

For the purpose of this Contract the following words shall have the meanings
assigned to them.

“Activity” means all the activities that the Incubatee will undertake under this
Contract in relation to its participation in the BIC, including the preparation of
the Mid Term Report, the Executive Summary, the Annual Performance
Report and the Business Plan and all other obligations and deliverables to be
made by the Incubatee under this Contract.

“Annual Performance Report” shall have the meaning set out in Appendix 1,
section 5.6.

“Business Plan” shall have the meaning set out in Appendix 1, section 5.5.

“CCN” shall mean a contract change notice.

“Change Review Board” shall be a board consisting of a contractual and a

technical representative of each Party established to discuss and agree upon
the approval or rejection of a change proposal, and final CCN.

“Commencement Date” shall mean the date that this Contract shall come into
force, as set out in Article 5.

“Confidential Information” shall have the meaning set out in Article 11.2.

“Contract” shall mean an agreement between Technopolis Thessaloniki SA

and the Incubatee regulating the Activity.

“Contract End Date” shall mean the date that this Contract shall come to an
end, as set out in Article 5.

“Contract Term” shall be the period between the Commencement Date and the
Contract End Date.

“Conversion Proposal” shall mean a proposal detailing all costs incurred in

relation to the Activity, to be submitted by the Incubatee to Technopolis
Thessaloniki SA.

“Deliverables” shall have the meaning set out in Article 2.

“Disclosing Party” shall mean the Party disclosing Confidential Information.

“Equipment” shall have the meaning set out in Article 3.2.

“BIC” shall have the meaning set out in the Preamble.

Technopolis Thessaloniki SA Business Incubation Centre of CERN Technologies
Open Contract
Page 17
“Executive Summary” shall have the meaning set out in Appendix 1, section
5.4.

“Final Report” shall mean the complete statement of the work undertaken by
the Incubatee during the Contract Term, as further defined in Appendix 1,
section 5.3.

“Intellectual Property Rights” shall mean all rights in copyright, patents,

know-how, Confidential Information, database rights, rights in trademarks and
designs (whether registered or unregistered), applications for registration of
any of the foregoing and the right to apply for registration, and all other
intellectual property rights and equivalent or similar forms of protection
existing anywhere in the world.

“Mid Term” shall mean the midpoint date between the Commencement Date
and the Contract End Date.

“Mid Term Report” shall have the meaning set out in Article 2.1.1.

“Mid Term Review” shall have the meaning set out in Appendix 1, section 4.2.

“Receiving Party” shall mean the Party receiving Confidential Information.

“Statement of Non Co-incubation” shall mean the statement from the

Incubatee that his company shall not be incubated in or receive support of any
kind from any other incubator whatsoever for the duration of the Contract
Term.

“Technical Support” shall have the meaning set out in Article 3.1.

“Third Party” shall mean any person or entity other than CERN and the Parties
to this Contract or their personnel.

“Third Party Services” shall have the meaning set out in Article 4.

1.2 Contractual baseline

The Incubatee shall perform the Activity in accordance with the following
applicable documents listed hereunder in order of precedence:

1.2.1 This Incubation Contract;

1.2.2 Standard Requirements for Management, Reporting, Meetings and

Deliverables as set out in Appendix 1;

1.2.3 The Tenancy Agreement;

1.2.4 The Minutes of the negotiation meeting held on the ……………….., not
attached hereto but known to both parties;
Technopolis Thessaloniki SA Business Incubation Centre of CERN Technologies
Open Contract
Page 18
1.2.5 The Incubatee’s Business Activity Proposal, dated ……………, Version
…….., not attached hereto but known to both Parties.

ARTICLE 2 – ACTIVITY OF THE INCUBATEE

The Incubatee undertakes to deliver the items mentioned below (the “Deliverables”),
as part of the Activity in accordance with the following provisions:

2.1 Documentation

2.1.1 Mid Term Report

At Mid Term, the Incubatee shall provide to Technopolis Thessaloniki SA

representatives, described in Article 9.3(a) and (b), a report detailing the
technical and commercial work carried out by the Incubatee as part of the
Activity during the first half of the Contract Term (“Mid Term Report”).
Templates are provided in Appendix 2 herein.

2.1.2 Business Plan

The Business Plan shall be provided to Technopolis Thessaloniki SA technical

representative stated in Article 9.3(a) in 2 copies, not later than the Contract
End Date.

2.1.3 Final Report and Executive Summary

(a) At least two months prior to the Contract End Date, the Incubatee shall
provide Technopolis Thessaloniki SA with draft versions of the Final
Report and the Executive Summary. Technopolis Thessaloniki SA shall
have one month to review the draft documents and provide comments on
each to the Incubatee. The Incubatee shall then have the remaining month
in which to produce the final version of the Final Report and the Executive
Summary and submit them to Technopolis Thessaloniki SA. Templates are
provided in Appendix 3 herein.

(b) The Final Report and the Executive Summary shall be delivered by the
Incubatee to Technopolis Thessaloniki SA in an electronic format
(preferably PDF).

2.2 Other Deliverables

As part of the Incentive Scheme, it is expected from the Incubatee to deliver
proof of the developed product or service. It is to be delivered to CERN
through Technopolis Thessaloniki SA. Its use by CERN is restricted to
demonstration and exhibition purposes.

2.2.1 Software
Technopolis Thessaloniki SA Business Incubation Centre of CERN Technologies
Open Contract
Page 19

(a) In the event that the Incubatee develops software during the Contract Term
as part of its Activity, the Incubatee shall deliver such software to
Technopolis Thessaloniki SA in a form to be agreed with Technopolis
Thessaloniki SA.

(b) The Incubatee shall deliver such software at the end of the Contract Term
or upon the cancellation of this Contract, unless otherwise agreed in
writing by the Parties.

(c) The incubate shall deliver a complete demonstration including hosting

server (functional prototype level)

2.2.2 Hardware

a) In the event that the Incubatee develops any hardware during the Contract
Term and as part of its Activity, CERN is entitled to request the Incubatee to
loan the hardware to CERN for the purposes of displaying it in an exhibition
or for CERN’s promotional purposes for a period of five (5) years from the
end of the Contract Term or from the cancellation of this Contract, unless
otherwise agreed in writing by the Parties.

b) Any photographs and visual presentations (i.e. an automatic slide show and/or
video trailer) of any hardware developed by the Incubatee during the Contract
Term and as part of its Activity shall be delivered to CERN at the end of the
Contract Term or upon the cancellation of this Contract, unless otherwise
agreed in writing by the Parties

ARTICLE 3 – STFC’S UNDERTAKINGS

3.1 Technical Support

(a) For the purposes of this Contract Technopolis Thessaloniki SA will fund
the provision of technical support necessary and directly related to the
Activity proposal of the incubatee, with a maximum of 40 hours during the
contract term. The provision of technical support will be delivered by
CERN.

(b) The Technical Support shall be provided for the duration of the Contract
Term, unless a shorter period is agreed between the Parties.

(c) Any information in documentary or other physical form provided to the

Incubatee as part of the Technical Support shall remain the property of
Technopolis Thessaloniki SA and CERN as applicable, and shall be
returned to the relevant party at the end of the Contract Term or upon the
cancellation of this Contract.

d) For all matters relating to the technical support the responsible technical
officer is nominated in Clause 9.3 c).
Technopolis Thessaloniki SA Business Incubation Centre of CERN Technologies
Open Contract
Page 20

3.2 Equipment

It is not foreseen that any equipment will be loaned to the Incubatee.

3.3 Software

It is not foreseen that any software will be loaned to the Incubatee.

ARTICLE 4 - SERVICES TO BE PROVIDED BY THIRD PARTIES

The Incubatee is entitled to enter into separate agreements with Third Parties to obtain
specific advice relevant to the Activity (“Third Party Services”), as notified in
advance with Technopolis Thessaloniki SA. Technopolis Thessaloniki SA shall bear
no responsibility for such advice given.

ARTICLE 5 - CONTRACT TERM

This Contract shall enter into force upon signature by the legal representatives of both
Parties(“Commencement Date”) and shall continue in force until (“Contract End
Date”), unless it is cancelled or otherwise terminated in accordance with Article 16. In
no case shall the Contract Term exceed the duration of 2 (two) years.

ARTICLE 6 – MEETINGS AND REPORTING REQUIREMENTS

Full details of reporting and meeting requirements are set out in Appendix 1 sections 3
and 4 respectively.

ARTICLE 7 – FINANCIAL CONTRIBUTION AND PAYMENT

7.1 Financial Contribution

7.1.1 Technopolis Thessaloniki SA total financial contribution to the Activity

amounts up to:

€30,000 (Thirty thousand Euros) for IPR & product development and services

7.1.2 For the purpose of this Contract the above mentioned total financial
contribution is stated to be a ceiling which amount shall not be exceeded and
for which the Incubatee shall perform the Activity in full. At the end of the
Contract Term the ceiling amount shall be converted into a firm fixed amount
by means of a Conversion Proposal, detailing all costs incurred, to be
submitted by the Incubatee to the Technopolis Thessaloniki SA.

7.1.3 The above amount does include any taxes and duties (e.g. VAT).
Technopolis Thessaloniki SA Business Incubation Centre of CERN Technologies
Open Contract
Page 21
7.2 Payment Terms

All payments shall be made according to the provisions of this Article 7.

7.3 Categories of Payment

Relative to the financial contribution set out under Article 7.1, Technopolis
Thessaloniki SA shall make the following payments to the Incubatee:

7.3.1 Progress Payments

(a) Technopolis Thessaloniki SA may authorise progress payments in

connection with this Contract.

(b) Progress payments are not final payments and shall be deducted from the
sums due to the Incubatee under this Contract.

(c) The Incubatee shall not divert to uses not provided for in this Contract any
material or services in respect of which advances or progress payments have
been made. In the event of any violation of this provision Technopolis
Thessaloniki SA reserves the right to require the return of the advances or
progress payments without prejudice to its rights under Article 16.

7.4 Final Settlement

7.4.1 The Incubatee shall be allowed to claim final settlement when all the
Incubatee’s obligations under this Contract have been fulfilled.

7.4.2 Final settlement to the Incubatee is due by Technopolis Thessaloniki SA upon:

a) receipt by Technopolis Thessaloniki SA of the Conversion Proposal;

b) receipt by Technopolis Thessaloniki SA of the relevant invoice(s) from the
Incubatee; and
c) certification by Technopolis Thessaloniki SA of the satisfactory
completion of the Activity under this Contract.

7.4.3 Unless otherwise provided for in this Contract, a period of one (1) month shall
be granted to Technopolis Thessaloniki SA for the execution of the final
payment.

7.4.4 Technopolis Thessaloniki SA shall make the following payments:

MILESTONE SCHEDULE DATES AMOUNT IN Euro

DESCRIPTION

ADVANCE: upon moving

into BIC
Technopolis Thessaloniki SA Business Incubation Centre of CERN Technologies
Open Contract
Page 22
PROGRESS: upon
acceptance by Technopolis
Thessaloniki SA of the
deliverables due on Mid
Term Review

FINAL: upon acceptance

by Technopolis ………or finally
Thessaloniki SA of all certified firm fixed
Deliverables under the price minus (Advance
contract, including the + Progress) payments
hardware and software and
upon acceptance by
Technopolis Thessaloniki
SA of the Incubatee’s
Conversion Proposal

7.5 Invoices, place and payments

7.5.1 The Incubatee is required to submit an invoice equal to the expenses done
under this Contruct.

7.5.5 Payments shall be made by Technopolis Thessaloniki SA in Euros to the

account specified by the Incubatee. Such information shall clearly indicate the
IBAN (International Bank Account Number) and BIC/SWIFT (Bank
Identification Code). Payments shall be considered as effected on time if
Technopolis Thessaloniki SA orders of payment reach its bank within the
payment period stipulated in Article 7.4.3 above.

7.5.6 Any special charges related to the execution of payments will be borne by the
Incubatee.

ARTICLE 8 - PARTIES REPRESENTATIVES AND COMMUNICATIONS

8.1 All correspondence affecting the terms and conditions of this Contract and
concerning its execution shall be made or confirmed in writing. All
communications or correspondence between the Parties shall be in English.

8.2 All correspondence for either Party shall be sent to both representatives of
each Party stated in Articles 8.3 and 8.4, i.e. depending on the subject, addressed to
one representative with a copy to the other.

8.3 For the purpose of this Contract the BIC representatives are:

(a) For Application and Business matters (Incubation Manager):

(c) For legal matters:

Technopolis Thessaloniki SA Business Incubation Centre of CERN Technologies
Open Contract
Page 23
(d) For technical matters (CERN representative)

or a person duly authorised by her

8.4 For the purpose of this Contract the Incubatee’s representatives are:

(a) For technical matters:

(b) For contractual and administrative matters:

ARTICLE 9 - PUBLICITY AND VISUAL IDENTITY OF INCUBATEES

9 Publicity

9.1 The Incubatee shall not produce or disseminate any form of communication
material, press releases or other publicity documents, including the Incubatee’s
advertising and news bulletins, which are intended by the Incubatee for the
press, internet/web-sites or television, which refer to BIC or any aspect of the
BIC activities, or permit any Third Party to do so, without the prior written
consent of Technopolis Thessaloniki SA.

9.2 Technopolis Thessaloniki SA shall not produce or disseminate any form of

communication material, press releases or other publicity documents which
are intended by BIC for the press, internet/web-sites or television, which refer
to the Incubatee or any aspect of the Incubatee’s activities, or permit any Third
Party to do so, without the prior written consent of the Incubatee’s contractual
representative or his duly authorised representative.

9.3 Visual Identity of the Incubatee

9.4 The Incubatee shall not use the official emblem of Technopolis Thessaloniki
SA, CERN, or BIC or any other logo or trademark which may be owned or
used by Technopolis Thessaloniki SA or CERN for any purpose whatsoever.

9.5 The Incubatee may place the following text line, in full and without
amendment, on its promotional material and publicity documents, including
exhibition and conference material and its internet site, and also on its
products (including prototypes) and other material which it produces:

“……………. participates in the Technopolis Thessaloniki Business Incubation

Centre of CERN Technologies”,

referred to as the “Text Line”.

Technopolis Thessaloniki SA Business Incubation Centre of CERN Technologies
Open Contract
Page 24
Use of the Text Line by the Incubatee shall be subject to the following
conditions:

(a) the Incubatee shall submit to Technopolis Thessaloniki SA contractual

representative or his duly authorised representative for prior written
approval all promotional material, publicity documents, products and other
materials, or samples of them, on which the Text Line is to appear or is
intended to be used, which approval may be withheld or withdrawn from
any material, products or documents at any time at the Technopolis
Thessaloniki SA discretion;

(b) the prior approval of Technopolis Thessaloniki SA for the use of the Text
Line shall not constitute an endorsement or approval of the Incubatee’s
Activity, products or services, or of their quality, technology or suitability
for a particular use, neither shall it constitute verification by Technopolis
Thessaloniki SA of the compatibility of materials produced by the
Incubatee with applicable law and regulations, and the Incubatee shall
refrain from using any statements which could suggest otherwise;

(c) any use of the Text Line on amended or revised promotional material and
publicity documents shall be subject to the same approval process as the
original material and documents;

(d) the Text Line may be translated into a different language other than
English, subject to the approval of the Technopolis Thessaloniki SA
contractual representative or his duly authorised representative; and

(e) no use of the Text Line shall be made in connection with material,
products or documents that:

a. constitute an infringement of law and/or legal provisions;

b. undermine the reputation and dignity of Technopolis Thessaloniki
SA or CERN; and
c. promote or are related to alcohol, tobacco, religion, political
affairs, intolerance, violence, firearms, pornography, obscenity,
gambling, and narcotic drugs.

9.6 The Incubatee shall keep appropriate records of the extent of its use of the
Text Line, stating in particular the nature and time of use of the Text Line on
its material, products and documentation. The Incubatee shall provide the
Agency’s contractual representative or his duly authorised representative
request, with information, samples and documents to evidence its use of the
Text Line.

9.7 The use by the Incubatee of the Text Line shall terminate upon the cancellation
or expiry of this Contract as described in Article 15.

ARTICLE 10 - CONFIDENTIALITY
Technopolis Thessaloniki SA Business Incubation Centre of CERN Technologies
Open Contract
Page 25
10.1 Each Party shall observe complete discretion with regard to all matters related
to the activities of the other Party and each Party will ensure compliance by
its employees and agents with the obligations of confidence set out in this
Article 11 and assumed by that Party in relation to the other Party.

10.2 Neither Party shall disclose any documentation, information or materials

obtained from the other Party, whether marked (by way of example as,
“confidential” or “proprietary information”) or un-marked (“Confidential
Information”), to any Third Party whatsoever without the prior written consent
of the other Party in which case the other Party may require the recipient to
sign a non-disclosure agreement. For the purposes of this Article 10,
documentation shall include any final documentation deliverable under this
Contract with the exception of the Executive Summary.

10.3 Each Party may disclose Confidential Information on a strictly “need to know”
basis to:
- its employees; and
- its professional agents.

10.4 On the Contract End Date, or upon the earlier termination or cancellation of
this Contract in accordance with Article 16, the Receiving Party shall promptly
return to the Disclosing Party or otherwise certify the destruction of all
Confidential Information, with exception of the Deliverables provided by the
Incubatee to Technopolis Thessaloniki SA.

10.5 The obligations in this Article 10 shall not apply to Confidential Information:

- which is in the public domain at the time of disclosure or becomes part

of the public domain after disclosure otherwise than through a breach
of this Contract;

- for which the Receiving Party can provide documentary evidence that
it was in its lawful possession prior to disclosure to it by the Disclosing
Party or which is lawfully and bona fide obtained thereafter by the
Receiving Party from a Third Party who, to the knowledge or
reasonable belief of the Receiving Party, did not receive the
Confidential Information directly or indirectly from the Disclosing
Party when under a duty of confidentiality;

- which, at the time of circulation is already known by the Receiving

Party (as evidence in writing) and is not hindered by any obligation not
to circulate; or

- which is required to be circulated by governmental or judicial order or

applicable law.

10.6 The contents of this Contract are Confidential Information.

10.7 The obligations set out in this Article 10 shall survive the termination,
cancellation or expiry of this Contract.
Technopolis Thessaloniki SA Business Incubation Centre of CERN Technologies
Open Contract
Page 26

ARTICLE 11 – INTELLECTUAL PROPERTY

11.1 Ownership

11.1.1 The Incubatee shall own all Intellectual Property Rights arising out of the
Activity performed under this Contract as may be granted by law, as far as no
infringement of Third Party rights occurs.

11.1.2 All rights pertaining to any results arising out of the Activity performed under
this Contract shall belong to the Incubatee.

ARTICLE 12 – LIABILITY

12.1 Limitations of Liability

12.1.1 Neither Party excludes its liability to the other Party for:

(a) death or personal injury caused by its negligence or that of its employees
or agents;
(b) fraud, including fraudulent misrepresentations; and
(c) liability under Articles 11 and 12.

12.1.2 Limitation of Liability

Subject to Article 13.1.1, the liability of one Party towards the other under or
in connection with this Contract whether arising from negligence, breach of
contract or any other obligation or duty shall not exceed, an amount equivalent
to €30,000(Thirty thousand Euros), per event or series of connected events.

12.2 Infringements of the Law

12.2.1 Technopolis Thessaloniki SA or CERN shall not be responsible if the Incubatee

infringes any existing and/or future national, communal or provincial laws or
decrees, rules or regulations in force in Greece or in any other country
whatsoever.

12.2.2 The Incubatee shall indemnify Technopolis Thessaloniki SA and CERN from
and against all claims, proceedings, damages, costs and expenses arising out of
any infringement of the Incubatee’s obligations under this Contract.

12.3 Infringement of the Rights of Third Parties

12.3.1 The Incubatee shall indemnify Technopolis Thessaloniki SA and CERN from
and against all claims, proceedings, damages, costs and expenses arising from
the infringement of Intellectual Property Rights of third-parties with respect to
the subject matter of this Contract - excluding any infringement resulting from
Technopolis Thessaloniki SA Business Incubation Centre of CERN Technologies
Open Contract
Page 27
the use of documents, patterns, drawings or goods supplied by Technopolis
Thessaloniki SA or CERN which may be made, or brought against
Technopolis Thessaloniki SA or CERN, or to which Technopolis Thessaloniki
SA or CERN may be put by reason of such infringement or alleged
infringement.

12.3.2 Technopolis Thessaloniki SA shall notify the Incubatee immediately of any

written claim or notice of infringement of third-party rights that it receives
concerning the subject matter of this Contract.
12.3.3 The Incubatee shall immediately take all necessary steps within the Incubatee’s
competence to prevent or end a dispute and shall assist Technopolis
Thessaloniki SA and CERN to defend any such dispute, or make settlement in
respect of any claim or notice of infringement or suit for infringement.

12.3.4 The Parties shall notify each other of any known Intellectual Property Rights
connected with the use of documents, patterns, drawings and goods supplied
by one Party to the other or connected with the execution of the specifications
laid down by the other Party.

12.4 Compensation for Damage Caused to Goods and Property

Claims in respect of damage shall be settled as follows.

12.4.1 Direct Damages

(a) The Incubatee shall indemnify Technopolis Thessaloniki SA and CERN

against, and shall be personally responsible for, direct damage to Technopolis
Thessaloniki SA or CERN’s property and equipment to the extent that such
damage is caused by the negligence of the Incubatee and the Incubatee’s
personnel or agents.

(b) Technopolis Thessaloniki SA shall indemnify the Incubatee against, direct

damage to the Incubatee's property and equipment to the extent that such
damage is caused by the negligence of Technopolis Thessaloniki SA and
Technopolis Thessaloniki SA staff or agents, to the value of the financial
contribution.

12.4.2 Indirect or Consequential Damages

(a) The Parties shall in no circumstances be liable for indirect or consequential

damages such as loss of use, loss of business, loss of data, loss of rights, loss
of services, loss of goodwill, Third Party claims to the extent that they
represent the indirect loss of a Third Party, loss of revenues or anticipated
savings, or for any indirect financial loss or indirect economic loss or for any
indirect or consequential loss or damage whatsoever suffered by the other
Party.

(b) The Parties shall in no circumstances be liable for loss of profit, whether
direct or indirect.
Technopolis Thessaloniki SA Business Incubation Centre of CERN Technologies
Open Contract
Page 28

12.5 Damages to Third Parties by the Incubatee

Technopolis Thessaloniki SA or CERN shall not be liable for any damage

caused by the personnel or agents of the Incubatee to a Third Party during the
performance of this Contract.

ARTICLE 13 – CHANGES TO THIS CONTRACT

13.1 Introduction of a Change

13.1.1 For all changes to this Contract, whether requested by Technopolis

Thessaloniki SA or CERN or initiated by the Incubatee, the Incubatee shall
submit a proposal for a CCN.

13.1.2 The Incubatee shall ensure -in liaison with Technopolis Thessaloniki SA - that
each change proposal is fully coordinated and that all reasonably foreseeable
implications of the change have been considered by the Incubatee and
Technopolis Thessaloniki SA. The Incubatee shall, on the request of
Technopolis Thessaloniki SA, provide additional documentary evidence of the
affect of the change to both Parties.

13.2 Approval or Rejection of the Change Proposal

13.2.1 Should the change proposal be approved by Technopolis Thessaloniki SA, a

corresponding CCN shall be prepared by Technopolis Thessaloniki SA
contractual representatives as stated in Article 8.3(b) and submitted to both
Parties for signature.

13.2.2 Should a change proposal be rejected for any reason, the Incubatee shall be
informed accordingly, together with the reasons for the rejection. At the
request of either Party, the change may be discussed at a Change Review
Board, consisting of a contractual and a technical representative of each Party.

13.3 Implementation and Status of an Approved CCN

Upon the signature of a CCN by both Parties, the CCN will have immediate
effect and constitutes a binding contractual agreement between the Parties.
The Incubatee shall implement the change in accordance with the
implementation dates agreed in the CCN.

ARTICLE 14 – POST INCUBATION MANAGEMENT

On each anniversary of the end of the Contract Term, for 10 (ten) years, the Incubatee
shall prepare and submit to the Incubation Manager of Technopolis Thessaloniki SA,
as well as to CERN’s Technical Representative, stated in Article 8.3(a) and 8.3 (d), an
Annual Performance Report.
Technopolis Thessaloniki SA Business Incubation Centre of CERN Technologies
Open Contract
Page 29

ARTICLE 15 – TERMINATION AND CANCELLATION

15.1 Right of Termination

15.1.1 Each Party will have the right at any time during the Contract Term, without
prejudice to its other rights or remedies, to terminate this Contract
immediately, and without cause, by one (1) month’s written notice to the other
Party.

15.1.2 Each Party reserves the right to terminate this Contract, with immediate effect,
in the event that the other Party commits a substantial breach of this Contract.

15.2 Cancellation Without Fault of the Incubatee

15.2.1 In the event of cancellation of this Contract by Technopolis Thessaloniki SA or

CERN without any fault of the Incubatee, the Incubatee shall on receipt of
Technopolis Thessaloniki SA instructions for cancellation of this Contract,
immediately take the necessary steps to implement the instructions. The period
by which the Incubatee must implement such instructions shall be determined
by Technopolis Thessaloniki SA after consultation with the Incubatee.

15.2.2 Technopolis Thessaloniki SA shall indemnify the Incubatee against such part of
any loss of profit as is reasonably attributable to the cancellation of this
Contract and against any damages resulting from the cancellation of this
Contract in particular against any commitments, liabilities or expenditure
which are reasonably and properly incurred by the Incubatee and are directly
related to this Contract, in so far as the said commitments, liabilities or
expenditure would otherwise represent an unavoidable loss by the Incubatee
by reason of the cancellation of this Contract.

15.2.3 The amount of compensation payable under Article 15.2.2 shall be fixed on the
basis of documentary evidence produced by the Incubatee and accepted by
Technopolis Thessaloniki SA. In calculating the amount of compensation
payable to the Incubatee, Technopolis Thessaloniki SA shall take account of
the proportion of this Contract completed and shall take into account the
provisions of Article 15.2.4.

15.2.4 Technopolis Thessaloniki SA shall in no circumstances be liable to pay any

sum which, when added to the other sums paid, due or becoming due to the
Incubatee under this Contract by Technopolis Thessaloniki SA, exceeds the
total contractual payments due by Technopolis Thessaloniki SA to the
Incubatee, as set out in Article 7.1.

15.3 Grounds for Cancellation by Technopolis Thessaloniki SA

Technopolis Thessaloniki SA will have the right, without prejudice to its other
rights or remedies, after full consideration of all relevant circumstances, which
may include consultation with the Incubatee, to cancel this Contract by giving
Technopolis Thessaloniki SA Business Incubation Centre of CERN Technologies
Open Contract
Page 30
written notice with immediate effect to the Incubatee in any of the following
circumstances:

(a) if the Incubatee assigns or transfers this Contract in breach of Article 16;

(b) if the Incubatee becomes insolvent or if its financial position is such that
within the framework of the national law of the Incubatee’s incorporation,
legal action leading towards bankruptcy may be taken against the Incubatee by
its creditors;

(c) if the Incubatee conducts fraudulent practices in connection with this

Contract, particularly concerning the nature and quality of the Activity or by
giving or offering gifts or remuneration for the purpose of bribery to any
person, irrespective of whether such bribes or remuneration are made on the
initiative of the Incubatee or otherwise; and/or

(d) if the Incubatee has provided incorrect and/or incomplete information

regarding:

(a) the Statement of Non Co-incubation;

(b) the Incubatee’s legal ownership;
(c) the Incubatee’s registration

15.4 Consequences of Cancellation

Any information, in documentary or other physical form, pertaining to the Activity

carried out by the Incubatee during the Contract Term, remains the property of
Technopolis Thessaloniki SA and CERN and shall be handed over to Technopolis
Thessaloniki SA upon the expiry or cancellation of this Contract. This shall include
any information and documentation under Article 3.1(c).

ARTICLE 16 - ASSIGNATION OF THIS CONTRACT

16.1 The Incubatee shall not be permitted to assign its rights and/ or transfer its
obligations under this Contract in whole or in part.

16.2 No person who is not a party to this Agreement has any right to prevent its
variation, cancellation, or termination, or enforce any benefit conferred upon
them by this Agreement, except that Technopolis Thessaloniki SA and CERN
may enforce Article 12.

ARTICLE 17 - DISPUTE SETTLEMENT

17.1 This Contract shall be governed by the laws of Greece

17.2 The Parties will consult with each other promptly when events occur or
matters arise that may occasion a question of interpretation or implementation
of the terms of this Contract. Any issue of interpretation or implementation of
Technopolis Thessaloniki SA Business Incubation Centre of CERN Technologies
Open Contract
Page 31
this Agreement that cannot be settled by the designated points of contact shall
be referred to arbitration.

17.3 Any dispute arising out of the interpretation or implementation of this

Agreement that cannot be settled through the consultations referred to in
Article 17.1 above may, at the request of either Party, be submitted to
arbitration according to the Rules of Arbitration of the International Chamber
of Commerce. The arbitral tribunal shall sit in London, England and the
language of the arbitration shall be English. The enforcement of the award
shall be governed by the rules of procedure in force in England.

ARTICLE 18- DATA PROTECTION

18.1 To the extent that is reasonably necessary, in connection to the incubatee’s

activities under this contract, his data may be disclosed to others, including
staff of Technopolis Thessaloniki SA and CERN, for any studies and/or
reporting that may be carried out by Technopolis Thessaloniki SA and/or
CERN. The incubatee hereby consents to the recording, processing, use and
disclosure of personal data related to him as set out here above (including the
recording, processing, use and disclosure of his sensitive personal data to the
extent required by reason of the contractor’s performance of the activities
under this contract) including the transmission of such data between Greece
and other countries for the fulfilment of CERN’s own requirements.

Done and signed in two (2) original copies, one for each Party to this Contract,

on behalf of Technopolis Thessaloniki SA:

on behalf of the Incubatee ……………:

Appendix 1
Technopolis Thessaloniki SA Business Incubation Centre of CERN Technologies
Incubation Contract
Page 32

APPENDIX 1- STANDARD REQUIREMENTS FOR MANAGEMENT,

REPORTING, MEETINGS AND DELIVERABLES

This document contains the standard requirements for management, reporting,

meetings and deliverables for contracts to be placed by Technopolis Thessaloniki SA
in regard to the BIC.

1. CONTRACTUAL BASELINE

The Incubatee is a start-up company in the early stage development of its

commercial enterprise, applying CERN related technology or systems to
industrial, scientific and commercial uses. As a start-up company the Incubatee
requires business development support, technical and commercial advice and
marketing expertise to be able to commercialise its product or service through:

- developing its commercial focus;

- enhancing or creating its business plan;
- elaborating on its business outline proposal;
- making relevant use of Third Party advisors;
- establishing a sound financial, commercial and marketing model; and
- performing additional technical activities, functional to the above activities
as required.

2. MANAGEMENT

2.1 General

The Incubatee shall implement effective and economical management for the
work to be performed under this contract. The nominated representative of the
Incubatee shall be responsible for the management and execution of the work
to be performed.

2.2 Communications

All communications sent by the Incubatee to Technopolis Thessaloniki SA

shall be addressed to Technopolis Thessaloniki SA representatives nominated
in Article 9.3 of this Contract.

3. REPORTING

3.1 Minutes of Meetings

The Incubatee is responsible for the preparation and distribution of minutes of

meetings held in connection with this Contract. Electronic and paper versions
of the minutes of each meeting shall be issued and distributed to all
participants and to Technopolis Thessaloniki SA representatives, not later than
ten (10) days after the meeting concerned was held.
Appendix 1
Technopolis Thessaloniki SA Business Incubation Centre of CERN Technologies
Incubation Contract
Page 33

3.2 Progress Reports

Every three (3) months, the Incubatee shall provide a progress report to
Technopolis Thessaloniki SA representatives, covering the Activity. This
report shall provide details of:

 action items completed during the reporting period;

 description of progress: events accomplished etc.;
 problem areas, if any, and corrective actions planned and/or taken;
 events anticipated during the next reporting period;
 [further details to be provided on a case-by-case basis]

3.3 Problem Notification

The Incubatee shall notify Technopolis Thessaloniki SA representatives of any

problem likely to significantly impact the progress of the Activity.

4. MEETINGS

4.1 Kick-off Meeting

The kick-off meeting shall take place at Technopolis Thessaloniki SA premises

or by teleconference at the beginning of the Contract Term.

4.2 Mid Term Review

At Mid Term a meeting shall be held (“Mid Term Review”), where the
Incubatee shall present the Mid Term Report, to verify the status of the
Activity and to confirm its feasibility.

4.3 Additional Meetings

Additional meetings may be requested either by Technopolis Thessaloniki SA

or the Incubatee.

4.4 Notice and Agenda for Meetings

For all meetings the Incubatee shall ensure that proper notice to Technopolis
Thessaloniki SA is given at least two (2) weeks in advance of when
Technopolis Thessaloniki SA participation is foreseen to be required. The
Incubatee is responsible for ensuring the participation of the Incubatee’s
personnel and/or third party advisors, as needed.

For each meeting the Incubatee shall propose an agenda in electronic form and
shall compile and distribute handouts of any presentation given at the meeting.

5. DELIVERABLES
Appendix 1
Technopolis Thessaloniki SA Business Incubation Centre of CERN Technologies
Incubation Contract
Page 34
5.1 Documentation to be delivered

In addition to the documents to be delivered according to section 3 above, the

documentation set out in this section 5 shall also be deliverable.

All documentation Deliverables mentioned in this section 5 (including all their

constituent parts) shall be delivered as follows:

5.1.1 in electronic form on computer readable media (e.g. CD-ROM, DVD-ROM)

as agreed by Technopolis Thessaloniki SA, and in other exchange formats
where relevant (e.g. HTML, PDF format); and

5.1.2 in two (2) paper copies.

The draft version of the documentation shall be sent to Technopolis

Thessaloniki SA technical officer in one (1) electronic copy for approval not
later than two (2) weeks before the documentation is to be presented.

5.2 Mid Term Report

The Incubatee shall document in detail the status of its technical and
commercial progress in relation to the Activity in the Mid Term Report and
confirm the feasibility of the Activity. The Mid Term Report shall furthermore
contain all invoices relevant to the Third Party Services obtained by the
Incubatee in accordance with Article 4 of this Contract. The Mid Term Report
shall be presented by the Incubatee to Technopolis Thessaloniki SA at the Mid
Term Review. The Incubatee shall submit the presentation of the Mid Term
Report to Technopolis Thessaloniki SA two (2) weeks in advance of the Mid
Term Review meeting.

5.3 Final Report

A report shall be produced by the Incubatee at the end of the Contract Term. It
shall be a complete statement of all the work undertaken by the Incubatee
during the Contract Term, including the activities functional to the Business
Plan (“Final Report”). It shall not refer to any other report that may have been
provided by the Incubatee and shall detail the full results of the Activity to
include:

(a) lessons learned;

(b) details of the support received from Technopolis Thessaloniki SA and
CERN;
(c) contacts established;
(d) description of technical developments;
(e) financial details;
(f) all invoices relevant to the Third Party Services obtained by the Incubatee
in accordance with Article 4 of this Contract.
(g) licences granted and patent filings and applications;
(h) Photographic documentation
Appendix 1
Technopolis Thessaloniki SA Business Incubation Centre of CERN Technologies
Incubation Contract
Page 35
(i) … [further input by Technopolis Thessaloniki SA required on a case
by case basis]

5.4 Executive Summary to the Final report

The Incubatee shall prepare a summary which shall concisely summarise the
findings of the Incubatee in performing the Activity (“Executive Summary”).
It shall be suitable for non-experts and should also be appropriate for
publication, including on a web page. For this reason, it shall not contain any
confidential information. The Executive Summary shall not exceed three
(3) to four (4) pages of text with coloured illustrations or photographs, if
appropriate. It shall also be delivered to Technopolis Thessaloniki SA by the
Incubatee in HTML format.

5.5 Business Plan

The Incubatee shall produce a business plan that sets out the Incubatee's
expected course of action for next period of the development of the company,
including a detailed listing and analysis of risks and uncertainties (“Business
Plan”). The Business Plan should also examine the proposed products
(including scientific and technical requirements and feasibility), the market,
the industry, the management policies, the marketing policies, production
needs and financial needs of the Incubatee and may be used as a prospectus for
potential investors and lenders and participation in Technopolis Thessaloniki
SA Investors Forum at a later stage.

5.6 Annual Performance Report

The annual performance report shall describe the sales made and/or licences
granted by the Incubatee during the preceding twelve (12) months (“Annual
Performance Report”). The Incubatee shall submit this in one (1) paper copy
and in electronic form. The Incubatee shall submit the Annual Performance
Report to Technopolis Thessaloniki SA and to CERN every year for a period
of ten (10) years from the end of the Contract Term.
Appendix 2
Technopolis Thessaloniki SA Business Incubation Centre of CERN Technologies
Incubation Contract
Page 36
APPENDIX 2 - AGENDA FOR MIDTERM REVIEW

1. Welcome/Introduction

2. Elevator pitch
2-3 minutes without slides. (This is good training and will introduce the company and
business idea to potential new audience.)

3. Progress status tasks/work packages, first phase.

Refer to each task in original proposal, and present the current status of the task/work
package. Explain reasons to why tasks have not been completed (if any). Present any
new tasks that have been added in this first phase (if any).

Task/Work Package #

Objectives

Sub-tasks

Costs

Sub-tasks Costs (Euro)

Total (Euro)

Output

4. Planning of tasks/work packages, next phase

Refer to each task in original proposal and present current status or changes, if any.
Include overview of additional new tasks (if any).

Task/Work Package #

Objectives

Sub-tasks

Costs

Sub-tasks Costs (Euro)

Total (Euro)

Output
Appendix 2
Technopolis Thessaloniki SA Business Incubation Centre of CERN Technologies Incubation Contract
Page 37

5. Incubation Planning Overview:

6. Cost Breakdown Overview, first phase:

Appendix 2
Technopolis Thessaloniki SA Business Incubation Centre of CERN Technologies Incubation Contract
Page 38

7. Changes in expected Costs, first phase:

Appendix 2
Technopolis Thessaloniki SA Business Incubation Centre of CERN Technologies
Incubation Contract
Page 39
8. Overview of technical experts
Expert hours used, this phase
Experts hours needed, next phase

9. Overview of major challenges/concerns.

10. Other news/updates

Very short
- change in team
- financial developments/ additional sources of funding/ investments
(personal/subsidy)
- cooperation agreements

11. Proposal of CCN

If any

12. Q&A
Appendix 3
Technopolis Thessaloniki Business Incubation Centre of CERN Technologies
Incubation Contract
Page 40
APPENDIX 3

FINAL REPORT TEMPLATE

Template for Final Report (see also 5.3 of Appendix 1 of the incubation contract). Please use
this template also to structure your presentation for the Final Review.

1. Introduction

2. Elevator pitch
2-3 minutes Pitch(This is good training and will introduce the company and business idea to
potential new audience.)

3. Lessons learned (5.3.a in annex 1.5 of the contract);

4. Details of the support received from Technopolis Thessaloniki (5.3.b in Appendix 1 of the
contract);
Also mention the expert’s names, sections and hours used during incubation period

5. Business contacts established (5.3.c in Appendix 1 of the contract);

6. Progress report on work packages of total incubation period (5.3.d in Appendix 1 of the
contract);
Refer to each task in original proposal, and present the current status of the task/work
package. Explain reasons to why tasks have not been completed (if any). Present any new
tasks that have been added in this first phase (if any).

Task/Work Package #n

Objectives

Sub-tasks

Costs

Sub-tasks Costs (Euro)

Total (Euro)

Output
Appendix 3
Technopolis Thessaloniki Business Incubation Centre of CERN Technologies Incubation Contract
Page 41

7. Incubation Planning Overview (planned and actual):

Appendix 3
Technopolis Thessaloniki Business Incubation Centre of CERN Technologies Incubation Contract
Page 42

8. Changes in expected Costs, total incubation period (5.3.e in Appendix 1of the contract);
Lease no.: xxxxxx

9. Overview of major challenges/concerns.

10. Other news/updates

- changes in your team’s composition
- financial developments; i.e. secured financing , launching customers, other income
- cooperation agreements

11. Way forward

12. Feedback on Business Incubation support

ANNEX to the Final Report. Please find attached to this report also:

I. An overview and the copies of all invoices relevant to the Third Party Services obtained
by the Incubatee (5.3.f in Appendix 1 of the contract);
II. An overview and copies of patents, patent filings and/or licences granted (5.3.g in
Appendix 1 of the contract);
III. Photographic documentation accordance (5.3.h in Appendix 1 of the contract).