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Textová podoba smlouvy Smlouva č. 29917196: Research Project Agreement - Research collaboration 2024

Příloha Research_Project_Agreement.pdf

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                        RESEARCH PROJECT AGREEMENT

                                           Research collaboration 2024

This specific Research and Collaboration Agreement (“RPA”) is made as of January 1, 2024
(“Effective Date”) by and between the “Parties”:

CZECH TECHNICAL UNIVERSITY IN PRAGUE, FACULTY OF MECHANICAL
ENGINEERING, a technical university organized and existing under the laws of the Czech
Republic seated at Technická 4, Praha 6 – Dejvice, 166 07, ID NR. 68407700 (“CVUT”)

and

GE AVIATION CZECH s.r.o., a limited liability company, organized and existing under the
laws of the Czech Republic seated at Beranových 65 19900, 199 00 Praha 18, ID NR. 27928845
(“GEAC”). GEAC trades as Avio Aero, a GE Aerospace company.

ARTICLE 1 – SUBJECT MATTER OF THIS AGREEMENT

1.1 This RPA regulates specific Research Project and incorporates the FRAMEWORK
        RESEARCH COLLABORATION AGREEMENT between the Parties dated as of
        January 1, 2024 (“Framework Agreement”).

1.2 Unless specified otherwise, the terms and definitions used in this RPA shall have the
        same meaning as defined in the Framework Agreement.

ARTICLE 2 – RESEARCH PROJECT

2.1 This Research Project aims to enhance effectivity of collaboration based on the
        learnings from the Parties’ preceding collaboration projects and to continue in a new
        series of research activities into (i) individual engine life cycle health monitoring system
        with predicted maintenance and (ii) capability to validate the proposed engine life cycle
        health monitoring system and to also collaborate to enhance the PhD educational
        programs and capabilities offered by CVUT.

2.2. Commencement Date. January 1, 2024. Initial discussion started with the signature of
        the MoU 2023.

2.3 Scope of work. The Parties will carry out the Research Project in accordance with the
         agreed Scope of Work, within the Milestones. The work tasks shall be allocated
         respectively between the Parties as defined in Annex 1. Each Party is responsible for
         resources needed to complete its respective tasks. Each Party shall solely bear the cost
         and expense of such resources unless they agree to cover such resources in full or in part
         through Contributions.

2.4 Projected end date. The Parties shall use their best efforts to complete all Milestones
         within the agreed deadlines and to complete this Research Project on or before
         31.12.2024.

2.5 Research Project Leader. Based on CVUT’s request GEAC shall lead the Research
        Project, subject to the directions of the Steering Committee.

ARTICLE 3- CONTRIBUTIONS

3.1 Contributions of the Parties are defined in Annex 2.

3.2 CVUT shall use best efforts and best internal practices to use all funds effectively and
         economically and in direct connection to the implementation of this Research Project.

ARTICLE 4 – FOREGROUND TECHNOLOGY VALUATION

4.1 Foreground Technology will be valued using the methods set forth in Annex 3. The
         valuation must use only the costs which are reasonably used in direct connection with the
         completion of the Research Project in accordance with the agreed Research Project plan
         (“Eligible costs”).

4.2 If there is doubt about the eligibility of any costs, the Party claiming the costs must justify
         it. The costs which are not eligible will not be used in the valuation. If GEAC funded any
         non-Eligible costs with GEAC’s Contributions, the value GEAC’s Contributions
         corresponding to the non-Eligible costs will be deducted from the purchase or license
         price of the CVUT’s share of the Foreground Technology. Any costs related to Flying
         test bed shall be pre-approved by GEAC.

4.3 Costs Reporting. Within 30 days following the end of each month CVUT will submit to
         GEAC a detailed breakdown of CVUT’s up-to date known costs breakdown for the
         preceding periods (“Report”). Report will be based on CVUT’s methodology for
         reporting and allocation of costs and shall be in the structure of the budget and in
         reasonable detail to allow the Parties to (i) primarily track actual spending versus planned
         spending and (ii) ex post assess eligibility of such costs (taking into consideration that
         some costs may be reported later for previous periods). GEAC acknowledges that certain
         CVUT’s costs may include VAT. GEAC acknowledges that the level of primary
         accounting documentation shall not be made regularly available on monthly basis but
         only upon request, in cases where there are unexpected costs, doubt arises, or clarification
         is needed.
4.4 Eligibility assessment. GEAC shall review the Report within 30 days and submit to
         CVUT questions or concerns. CVUT shall promptly answer all GEAC’s queries. At the
         end of the review process, the Parties shall agree which costs are Eligible Costs.

ARTICLE 5 – RECONCILIATION

5.1 Parties agree to Reconcile Foreground Technology and all Contributions within the
         period set forth by Article 7.7 of the Framework Agreement.

ARTICLE 6 – TERM AND TERMINATIONS

6.1 Expiration. This Specific RCA shall expire upon the earlier to occur of (i) fulfillment of
         all Milestones and reconciliation, (ii) mutual written agreement of the Parties certifying
         that the Research Project has been completed, or (iii) mutual written agreement of the
         Parties about termination of the Research Project.

CZECH TECHNICAL UNIVERSITY           GE AVIATION CZECH, S.R.O.
IN PRAGUE, FACULTY OF
MECHANICAL ENGINEERING               By: ______________________________
                                     Name: ____________________________
By: ______________________________   Title: _____________________________
                                     Date: ___________________________
Name:   ________________

Title:

Date: _____________________________