Textová podoba smlouvy Smlouva č. 32375860: Grant and Cooperration Agreement ESA 4000141041/23/UK/AL

                        GRANT AND COOPERATION AGREEMENT  
concluded pursuant to Section 1746 (2) et seq. of Act No. 89/2012 Sb., the Civil Code, as amended  (the "Agreement")  
PARTIES  
(1) 	JIC, zájmové sdružení právnických osob,  
having its registered office at Purkyňova 649/127, Medlánky, 612 00 Brno, Czech Republic, ID No.: 71180478, VAT ID No.: CZ71180478, registered in the Register of Associations maintained by the Regional Court in Brno, Section L, Insert 19606   
(the "Provider")  
and  
(2) 	Vysoké učení technické v Brně, veřejná vysoká škola (VVŠ)/ Brno University of Technology Fakulta elektrotechniky a komunikačních technologií/ Faculty of Electrical Engineering and Communication  
having its registered office in Antonínská 548/1, 602 00	Brno, Faculty address: Technická 3058/10, 616 00  Brno ID No.: 00216305, VAT ID No.: CZ00216305   
(the "Recipient")  
(the Provider and the Recipient hereinafter collectively referred to as the "Parties" and each of them individually as a "Party")  
PREAMBLE  
(A) The Provider is an association that helps its clients to develop their research, innovation, and 
entrepreneurial activities.  
(B) On 4 October 2023, the Provider entered into Contract No. 4000141041/23/UK/AL (the "ESA 
Contract") with the European Space Agency ("ESA"), under which the Provider undertook to develop and deliver to ESA prototypes of radio spectrum sharing techniques, related hardware, software and documentation, as well as to carry out other related activities.  
(C) The Recipient is a university engaged in ESA Spectrum Sharing Makerspace. The Recipient is interested in participating in the implementation of part of the performance under the ESA Contract, respectively in this context to implement its project named Subactivity 4 – 2.4 GHz, ISM or IMT bands for Satcom, which is specified in more detail in Annex 1 to this Agreement (the "Project"), to which the Provider agrees.  
(D) The Provider is interested in supporting the Recipient, or its Project financially, in exchange for the consideration provided by the Recipient in order to fulfil the objectives of the Project, all under the terms and conditions agreed in this Agreement.  
1. 	SUBJECT MATTER OF THE AGREEMENT  
1.1 	The subject matter of this Agreement is:  
(a) the Provider's obligation to provide the Recipient with grant, not constituting any public 
subsidy, in the amount specified in Article 3 of the Agreement (the "Grant");  
(b) the Recipient's obligation to accept the Grant and to use it solely in accordance with this 
Agreement; and  
(c) the Recipient's obligation to implement the Project and within its framework to implement 
and provide to the Provider in particular with the performance specified in Annex 1 to this Agreement (the "Performance"),  

1 / 14 


all within the scope and under the terms of this Agreement.  
2. 	GENERAL CONDITIONS FOR COOPERATION BETWEEN THE PARTIES  
2.1 	The Recipient is entitled to use the funds from the Grant only for the reimbursement of expenses incurred for the implementation of the Project, which will last for 12 months from the conclusion of this Agreement (the "Implementation Period"). During the Implementation Period, the purpose of the Project must be achieved.  
2.2 	During the implementation of the Project, the Recipient is obliged to proceed in accordance with the established Project budget, which forms Annex 2 to this Agreement, and the deadlines specified in the time schedule forming Annex 3 to this Agreement.  
2.3 	The Parties agree that matters not expressly addressed in this Agreement shall be governed to the extent appropriate by the ESA Terms and Conditions entitled "General Clauses and Conditions for ESA Contracts – ESA/REG/002, Rev.3", as in effect on the date of this Agreement, available on the website: https://esastar-publication-ext.sso.esa.int/GrantingDocumentation/details/10 (the "ESA Terms and Conditions"). For the avoidance of doubt, the Parties declare that, in relation to the Performance under this Agreement, the ESA Terms and Conditions shall apply to the Recipient as if it were the "Contractor" and to the Provider as if it were the "Agency" within the meaning of the ESA Terms and Conditions. The Parties declare that they agree to the attachment of the ESA Terms and Conditions to this Agreement by reference as set out above and consider them to form an integral part of this Agreement.  
2.4 	The Recipient represents and warrants to the Provider that:  
(a) has the necessary resources, experience and expertise required for the proper performance of 
this Agreement;  
(b) meets the conditions for receiving the Grant;  
(c) as of the date of conclusion of the Agreement, has settled all outstanding liabilities to public administration  authorities,  including  municipalities,  in  particular  arrears  of  insurance premiums and penalties for public health insurance, social security premiums and penalties, arrears of subsidy for state employment policy, arrears of taxes, etc;  
(d) as of the date of conclusion of the Agreement, has settled all liabilities due to the Provider, all monetary and non-monetary contractual and non-contractual liabilities, regardless of the reason for the creation of such liabilities or their nature;  
(e) shall use and dispose of the Grant provided exclusively under the terms of this Agreement, in 
particular in accordance with the terms of Article 4 of this Agreement;  
(f)  has read, understands and agrees to comply with the ESA Terms and Conditions.  
3. 	PROVISION OF THE GRANT  
3.1 	The total amount of Grant under this Agreement is EUR 30 000 excluding VAT.  
3.2 	The Provider is obliged to pay the Grant to the Recipient in two (2) payments by bank transfer to 
the account number specified in the header of the Contact:  
(a) the first (1st) payment for the amount of EUR 15 000 excluding VAT shall be transferred by 
the Provider no later than fifteen (15) days  from the date of conclusion of this Agreement;  

2 / 14 


(b) the second (2nd) payment for the amount of EUR 15 000 excluding VAT shall be transferred by the Provider no later than fifteen (15) days  after the Provider’s approval or confirmation of the proper delivery of the Performance as a whole, based on the approval of the request for reimbursement of the second part of the Grant, which must be submitted by the Recipient to the Provider on the prescribed form set out in Annex 5 to this Agreement together with the final report of the Project pursuant to Article 6.2 of this Agreement below (the "Final Report") no later than forty-five (45) days after the date of completion of the Implementation Period.  
3.3 	Both payments will be sent to the Recipient account under the variable symbol: 4000141041.  3.4 	The amount of the Grant represents 100 % of the Project budget, which is specified in Annex 2 
to this Agreement. The Recipient is obliged to pay the remaining 0 % of the Project budget in the amount of EUR 0 excluding VAT from its own resources.   
3.5 	The provision of the Grant is not considered to be de minimis public aid in accordance with the Commission Regulation (EU) 2023/2831 of 13 December 2023 on the application of Articles 107 and 108 of the Treaty on the Functioning of the European Union to de minimis aid.  
4. 	CONDITIONS FOR USE OF THE GRANT  
4.1 	The Recipient shall use the Grant only to the extent and subject to the terms of this Agreement, 
the ESA Terms and Conditions and related applicable law.  
4.2 	The Recipient represents, warrants, and undertakes to ensure that:  
(a) the Grant shall be used exclusively to cover the necessary expenses of the Project and 
expenses for the acquisition of assets related to the Project;  
(b) the Grant shall not be used for private purposes or for the personal use of the Recipient, its 
members or employees or other persons, nor shall it be used to pay for ineligible expenses, in particular  expenses  for  representations,  gifts  and  extraordinary  remuneration  for  the Recipient's employees in excess of normal average wage costs;  
(c) any costs paid from the Grant shall be spent efficiently and in a reasonable amount so as to 
comply with the Project budget according to Annex 2 to this Agreement;  
(d) by accepting the Grant, the Recipient does not violate its obligations under the law or any 
other ethical or conflict of interest rules binding on the Recipient.  
4.3 	The Recipient expressly acknowledges that the funds constituting the Grant have been or shall be 
provided to the Provider by ESA under the ESA Contract. In the event that the breach of the Recipient's obligations under this Agreement results in a reduction of the Grant drawn by the Provider under the said ESA Contract, the Provider shall be entitled to withdraw from this Agreement pursuant to Article 9.1 of this Agreement or require the Recipient to reimburse a proportionate part of the reduced Grant, to which the Recipient agrees.  
4.4 	The Recipient acknowledges and agrees that the Provider is entitled, at its discretion, to publish information about the Grant provided, including the name, registered office and ID number of the Recipient and the amount and purpose of the Grant, inter alia, on its website.  
5. 	OTHER OBLIGATIONS OF THE RECIPIENT  
5.1 	The recipient is obliged to:  
(a) act in accordance with the law and this Agreement in the course of performance of this 
Agreement;  
(b) ensure proper and separate records of the Grant in its accounting in accordance with the Act 
No. 563/1991 Sb., on accounting, as amended;  
(c) archive all documentation (including accounting, payroll and tax documents) relating to the 
Grant (the "Documentation") for a period of fifteen (15) years;  

3 / 14 


(d) submit, upon written request delivered to the Recipient at least five (5) days in advance, at any time during the term of this Agreement and for fifteen (15) years after its termination, to an inspection or audit by the Provider, ESA or any other authority of the Czech Republic and/or  the  European  Union,  in  order  to  verify  the  fulfilment  of  this  Agreement  and compliance with all conditions of the provision of the Grant; the Recipient shall provide the Provider, ESA or other authorities with all required assistance for this purpose, including the submission of the required Documentation;  
(e) attend all meetings regarding the Project (including meetings with ESA), of which the Provider informs the Recipient at least ten (10) days in advance, and participate in any consultations provided by the Provider or ESA through a consultant provided by them; the specific scope of the consultancy support provided will be decided by the Provider based on an analysis of the Recipient's needs, but generally not more than ten (10) hours of consultation in total;  
(f)  at the Provider's request, at any time during the term of this Agreement, to submit to the Provider a written summary of the status of the Project, or to arrive the Provider's registered office and present to the Provider or ESA the status of the Project, in particular the progress in the Performance according to Annex 1 to this Agreement, or the Project as a whole, always depending on the specific request of the Provider;  
(g) in the case of the purchase of goods or services with a price above CZK 500,000 (VAT excluded) for the purpose of the Project or the fulfilment of this Agreement, to prove that it has invited at least three (3) potential suppliers to submit tender offers and has concluded the Agreement with the supplier selected on the basis of non-discriminatory and fair evaluation criteria clearly set out in advance in the invitation;  
(h) in the case of acquisition of goods for the purpose of performance of this Agreement, to keep proper records thereof and to enable the Provider or ESA to acquire the ownership of such goods upon request of the Provider;  
(i)  inform the Provider of substantial changes in the Project budget; a substantial change in the Project is considered to be in particular a deviation in the cost price from the indicative budget by 50 % or more in a given cost category. The Recipient must report such deviation to the Provider and request in writing for a budget amendment before such change is implemented, with due justification. The Provider is obliged to notify the Recipient of the approval or disapproval of the amendment request within thirty (30) days of the date of receipt of the request by the Provider;  
(j)  inform the Provider of changes in the content of the Project; the Recipient must report such changes to the Provider and request them in writing before the implementation of such change, with proper justification. The Provider is obliged to notify the Recipient of the approval or disapproval of the change request within thirty (30) days from the date of receipt of the request by the Provider. If the Recipient, without the Provider's consent, makes such a change to the Project that shall prevent the use of the Grant in accordance with its purpose, the Recipient shall lose its entitlement to the Grant and shall be obliged to reimburse the Grant already granted in full;  
(k) return all unspent funds from the Grant to the Provider, to the account specified by the Provider within thirty (30) days from the date of settlement of the total expenditure of the Project;  
(l)  when presenting information about the Project or its results in the mass media (or otherwise), to inform in an appropriate manner that the Project has been financed with the financial Grant of the Provider and ESA, on all promotional materials and in all types of media related to the Project or its results and outputs, unless the Parties agree otherwise in writing;  
(m) acting with due managerial care, not to prevent the generation of income from the interim results of the Project. At the same time, the Recipient undertakes not to generate income from the assets acquired from the Grant in the part in which they are to be used for the Project;  

4 / 14 


(n) keep the Provider informed of any changes that could, in the recovery of withheld or misused Grant funds, impair its position as a creditor or the recoverability of its claim. In particular, the Recipient shall notify the Provider within fifteen (15) days from the date of occurrence of events or facts which have or may result in the Recipient's dissolution, transformation, change in the Recipient's statutory body, change in the Recipient's ownership of the Project, etc.;  
(o) request written consent from the Provider with the transformation of the Recipient. The request under the previous sentence shall be accompanied by the Recipient's proposal for the conversion project and its justification, in particular with regard to whether the purpose of the Grant shall be maintained after the transformation takes effect. The Recipient shall ensure that  the  obligations  under  the  Agreement  are  fulfilled  after  the  transformation  of  the Recipient, the Project is properly implemented, the Grant was properly used and properly accounted for;  
(p) immediately inform the Provider of the fact that it has been decided to dissolve the Recipient with liquidation together with the name of the liquidator; in such case the Recipient is obliged to return the unused part of the Grant to the Provider. The spent part of the Grant shall not be returned to the Provider and shall be duly accounted for by the Recipient to the Provider.  
5.2 	If the Recipient violates the obligations imposed by this Agreement, the Recipient is obliged to 
immediately remedy the defective condition upon the Provider's request.  
6. 	EVALUATION OF THE PROJECT  
6.1 	The Provider will carry out an interim evaluation of the Project on the basis of the presentation of 
the Project status according to the article 5.1(f) of this Agreement (the "Interim Evaluation"). The Provider shall evaluate, as part of the Interim Evaluation, whether the interim deliverables of the Performance have been delivered in sufficient quality, in accordance with the terms of this Agreement, the ESA Terms and Conditions and to the extent necessary for the completion of the Project. In the event of insufficient quality, the Provider may return these deliverables to the Recipient for refinement or not recommend that the Recipient proceed with the Project.  
6.2 	Upon completion of the Project, the Recipient is obliged to prepare a Final Report, which shall include a publishable summary of the Project, an inventory of the Performance provided, a financial report with an accounting of the complete Project expenditures and a description of the Project (its progress and results) in English according to the set objectives and milestones, in the form required by the Provider, in particular on the project application form contained in Annex 5 to this Agreement.  
6.3 	The Provider shall carry out the final evaluation of the Final Report submitted by the Recipient according to Article 6.2 (the "Final Evaluation"). The Provider may return the submitted Final Report to the Recipient for completion and set a reasonable time limit for the Recipient to do so. If the Provider does not approve the Final Report on the basis of the Final Evaluation, the Recipient shall not be entitled to the payment of the remaining part of the Grant within the meaning of Article 3.2(b) of this Agreement.  
6.4 	The Recipient is obliged to attend the conference to present the Project results and to cooperate with the Provider or ESA on further presentation or promotion of the Project results as requested by the Provider.  
7. 	INTELLECTUAL PROPERTY RIGHTS  
7.1 	If the Performance or its part includes a copyright work within the meaning of Section 2 of Act 
No. 121/2000 Sb., on copyright, on rights related to copyright and on amendments to certain acts (Copyright Act), as amended (the "Copyright Work" and the "Copyright Act") or a database within the meaning of Section 88 of the Copyright Act or any other unprotected database (the "Database") or other output not protected by copyright or related intellectual property rights (the “Non-Protected Output”), the Recipient grants to the Provider, at the moment of delivery of such output of the Performance, a non-exclusive and non-transferable right to exercise the right to use 


5 / 14 


(license, resp. sublicense) Copyright Works, the right to exercise the right to extract and exploit the Databases, and the right to use Non-Protected Outputs, namely:  
(a) in a territorially unlimited scope;   
(b) without quantitative limitations;  
(c) in all known ways of use and for any purpose;  
(d) for the entire duration of the author's property rights or for an unlimited period of time in the 
case of Non-Protected Outputs,  
(the "License").  
7.2 	The Recipient hereby also grants consent to assign (in whole or in part) or grant the rights forming part of the License (sublicense) on request in whole or in part, to third party (ESA), and for non- commercial use only, as well as permission to modify and alter the delivered Copyright Works and Databases, otherwise tamper with them (including tampering with the software parts of the subject matter of the Performance), combine them with other works and include them in collective works, or complete such unfinished Copyright Works and Databases, all for non-commercial use only. This applies to deliverables such as object code or source code, with the right to decide the extent of the code granted to the Recipient.  
7.3 	The License also applies to any configurations, changes, modifications and customizations to the 
Copyright Works and Databases.  
7.4 	For all cases in which the Recipient cannot grant a License to the Provider for objective reasons 
beyond its control, the Recipient is obliged to ensure that a third party who has usage rights to the Copyright Work or Database contained in such Performance, respectively its part or output thereof, shall grant to the Provider, free of charge, the authorization (license) to use the Copyright Work, or the right to extract and use the Database, under the terms and within the scope of the License, so as not to restrict the use of the respective Performance, no later than at the time of delivery of such Copyright Works and Databases, or related outputs of the Performance to the Provider.  
7.5 	The Provider is not obliged to use the License.  
7.6 	The remuneration for the granting of the License is included in the amount of the Grant, whereby 
the Parties have taken into account in particular the purpose of the authorization, the manner and circumstances of use of the Copyright Works, the size of the author's creative contribution and the territorial, temporal and quantitative scope of the authorization. If for any reason it becomes necessary or expedient to determine the amount of the remuneration for the granting of the License, then the Recipient agrees to cooperate fully in determining its amount or its share of the Grant paid by the Provider for the performance of this Agreement.  
7.7 	The Recipient shall perform all Performance without legal defects. The Recipient shall in all cases be liable for any infringement of third-party intellectual property rights by the Provider as a result of the proper use of any Performance under this Agreement. If any third party asserts a right in any Performance under this Agreement, the Recipient shall indemnify the Provider for any damage so caused, as well as for reasonable costs incurred in defending the Provider's rights. The Recipient further agrees to provide the Provider, at its expense, with all possible assistance to protect its rights.  
7.8 	In the case of a claim under the previous Article 7.7, or if it is reasonable to assume that such a claim will be made, the Recipient shall ensure that the Provider may continue to use the relevant output without payment beyond the scope agreed in this Agreement.  
7.9 	In the event of a breach of an obligation under this Article 7 by the Recipient, the Recipient shall indemnify the Provider against all damages incurred, including reasonable legal costs in any legal proceedings.  
7.10  For the avoidance of doubt, the Parties declare that all data transmitted or made available by the 


6 / 14 


Provider and processed by the Recipient in the performance of this Agreement shall continue to belong to the Provider.  
7.11  Further terms and conditions relating to the intellectual property rights in the Performance, including obligations relating to the transfer of source and object code, which the Recipient is obliged to comply with, are set out in Annex 1 to this Agreement and in the ESA Terms and Conditions, in particular in Part II – Articles 36 to 49 of the ESA Terms and Conditions.  
8. 	CONFIDENTIALITY  
8.1 	The Recipient shall keep confidential all information that it has learned in the context of the 
conclusion and performance of this Agreement and information that the Provider or ESA discloses to it or otherwise arises from the performance of the Agreement or from the business activities of the Provider or ESA, in particular information about the Provider's or ESA's services, clients, suppliers,  know-how  or  marketing  strategies  of  the  Provider  or  ESA  (the  "Confidential Information").  
8.2 	The Recipient shall not disclose Confidential Information to any third party, other than its employees,  legal  or  tax  advisors  (the  "Collaborators")  or  concerning  the  disclosure  of information to financial administration bodies, courts, bodies involved in criminal proceedings and if such information is subject to the obligation under Act No. 106/1999 Coll., on free access to information, and shall take such measures to prevent its accessibility to third parties. The Recipient may disclose Confidential Information to its Collaborators only if such Collaborators are bound, whether by agreement or by law, to maintain the confidentiality of the Confidential Information, at least to the extent provided in this Agreement. The Recipient shall be fully liable for any breach of this obligation by its Collaborators as if it had breached the Agreement itself.  
8.3 	The recipient shall comply with the provisions of this Article 8 even after the termination of this 
Agreement.  
9. 	TERMINATION OF THE AGREEMENT  
9.1 	The Provider shall be entitled to withdraw from this Agreement by written notice in the cases provided for by law, in particular in the event of a material breach of this Agreement by the Recipient; such a material breach shall be deemed to be, in particular, a breach of any obligation, representation or warranty of the Recipient referred to in Article 2, 4, 5, 7 or 8 of this Agreement. 
9.2 	The Recipient shall be entitled to withdraw from this Agreement by written notice only if there is a material breach of the Agreement by the Provider and the Provider fails to remedy the defective condition even within thirty (30) days from the date of receipt of the written notice to remedy by the Provider.  
9.3 	The Provider is also entitled to withdraw from the Agreement if the Recipient fails to implement the Project in whole or in part in accordance with the purpose of the Grant. Such a situation shall arise in particular if the Recipient loses the rights or authorisations to exercise the intellectual property rights which are necessary for the implementation of the Project in accordance with the purpose of the Grant, or if a court or other competent public authority finally decides that the Recipient does not have or never had such intellectual property rights or does not have or never had the authorisations to exercise such intellectual property rights.  
9.4 	In the event that the Provider withdraws from the Agreement pursuant to Article 9.4 above, and the Provider simultaneously assesses that the purpose of the Grant has been at least partially fulfilled, the Recipient undertakes to submit to the Provider, within thirty (30) days from the date of receipt of the notice of withdrawal from the Agreement, a financial report with an accounting of the complete expenditure of the Project in Czech for the period from the date of conclusion of the Agreement to the presentation of part of the results of the Project in accordance with Article 5.1(f) of this Agreement and return to the Provider any unspent funds. If the Provider, on the basis of the Interim Evaluation or the Final Evaluation, assesses that the purpose of the Grant has not 

7 / 14 


been even partially fulfilled, the Recipient shall reimburse the Grant in full within thirty (30) days from the date of receipt of the notice of withdrawal from the Agreement.  
9.5 	The Provider shall be entitled to terminate this Agreement if, on the basis of the Interim Evaluation or the Final Evaluation, it assesses that the submitted deliverables have not been delivered in sufficient quality and scope. Before exercising this right, the Provider shall notify the Recipient in writing of the identified deficiencies and grant the Recipient a period of thirty (30) days from the date of receipt of such notice to remedy the deficiencies. If the Recipient fails to remedy the deficiencies within this period, the Provider may proceed with terminating the Agreement. Termination shall be effective on the date of delivery of the termination notice to the Recipient. Provisions of the Article 9.5 above shall apply mutatis mutandis in such case.  
9.6 	Withdrawal from the Agreement or its termination shall be made in writing and shall be effective on the date of delivery of the notice of withdrawal or termination to the other Party, unless otherwise provided in this Agreement, where a notice period or a remedy period is specified, termination  or  withdrawal  shall  become  effective  upon  the  expiry  of  such  period  of  the deficiencies are not remedied.  
10. 	COMMUNICATION OF THE PARTIES  
10.1  Any notice, communication, consent or document to be delivered under this Agreement may be 
delivered to the relevant Party (i) in person, by courier, by registered mail or by electronic instrument selected by the Provider and (ii) by email (electronic mail). The contact details of the Parties are attached as Annex 4 to this Agreement.   
10.2  Each Party shall notify the other Party in writing or by email without undue delay of any changes to the contact details set out in Annex 4 to this Agreement; delivery of such notification to the other Party shall result in a change to the contact details of the Party concerned without the need to enter into a written amendment to the Agreement.  
11. 	APPLICABLE LAW AND DISPUTE RESOLUTION  
11.1  This Agreement shall be governed by and construed in accordance with the laws of the Czech 
Republic, in particular Act No. 89/2012 Sb., the Civil Code, as amended (the "Civil Code").  
11.2  Any disputes arising out of or in connection with this Agreement shall be settled amicably. If the 
Parties  fail  to  resolve  any  dispute  amicably  within  thirty  (30)  days  from  the  date  of commencement of the dispute, such dispute, including questions of validity, interpretation, exercise, or termination of rights arising under the Agreement, shall be resolved by the Czech court of competent jurisdiction according to the registered office of the Provider, unless the law provides for exclusive jurisdiction.  
12. 	FINAL PROVISIONS  
12.1  This Agreement shall enter into force on the date of signing by the contracting parties and shall 
become effective on the date of publication of the contract in the Register of Contracts.  
12.2  The Parties acknowledge that this Agreement shall be published through the Register of Contracts 
in accordance with Act No. 340/2015 Coll., on Special Conditions of Effectiveness of Certain Contracts, Publication of Such Contracts and on the Register of Contracts (the Register of Contracts Act), as amended. As BUT is an obliged entity under the said Act, the parties agree that the publication in the Register of Contracts (ISRS), including the inclusion of metadata, shall be carried out by BUT. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof and supersedes all other written or oral agreements made by the Parties with respect to the subject matter hereof.  
12.3  The Parties have agreed to enter into this Agreement in writing. This Agreement may be amended or cancelled, unless otherwise specified in the Agreement, only in writing, in the case of amendments to the Agreement by numbered amendments signed by authorised representatives of both Parties.   

8 / 14 


12.4  For the purposes of this Agreement, the Parties exclude the application of the relevant provisions  of the Civil Code on contracts of adhesion, in particular Sections 1799 and 1800 of the Civil Code.   
12.5  The Parties expressly agree that the Recipient shall not assign any of its claims under this  Agreement, or this Agreement itself, to any third party without the prior written consent of the  
Provider, even in part, or pledge such claims in any way.  
12.6  The Recipient declares that the conclusion of this Agreement is not in conflict with the terms and  
conditions set forth in any Agreement concluded with a third party, and that its performance shall  not result in a violation of the rights of third parties, ethical standards, or applicable legal,  generally binding, or internal regulations.  
12.7  The Parties declare that all information provided to each other in entering into this Agreement is  complete, true and correct and undertake to notify the other Party of any event or change in  circumstances that would cause the information provided to be incomplete, untrue or inaccurate  during the term of the Agreement.  
12.8  Should any provision of this Agreement be or become non-existent, invalid, or unenforceable,  this shall be without prejudice to the validity and enforceability of any other provisions of this  Agreement. The Parties agree to replace any non-existent, invalid, or unenforceable provision  with a new provision that will correspond to the intention expressed by the original provision and  this Agreement as a whole.  
12.9  This Agreement shall be executed in two (2) counterparts in the English language, of which each  Party shall receive one (1) copy. If this Agreement is signed electronically, each Party shall  receive an identical electronically signed copy.  
12.10 The following annexes form an integral part of this Agreement:  
(a) Annex 1 – Specification of Performance;  
(b) Annex 2 – Project budget;  
(c) Annex 3 – Time schedule;  
(d) Annex 4 – Contact details;  
(e) Annex 5 – Templates of applications.  
12.11 In the event of a conflict between the wording of the Agreement itself and the wording of its  annexes, the wording of the Agreement itself shall prevail, unless otherwise expressly agreed in  the Agreement.  
The parties hereby expressly declare that they have read this Agreement before signing it, that it  has been concluded after their mutual negotiation and that it expresses their true and free will, in  witness whereof they attach their signatures below.  
JIC, zájmové sdružení právnických osob 	Brno  University  of  Technology,  Faculty  of 
Electrical Engineering and Communication  Date:	Date:   

d e a n 

_______________________________________ 	_______________________________________ 
Name: Mgr. Petr Chládek Position: Director  


Name: prof. RNDr. Vladimír Aubrecht, CSc. Position: Dean of FEEC BUT  

9 / 14 


ANNEX 1  
SPECIFICATION OF PERFORMANCE  
. 	DOCUMENTATION  
−  Block diagrams, requirements, and simulation reports  
−  Test campaign report  
−  Project report  
The documentation shall be supplied in electronic and unencrypted PDF and native (WORD) format 
containing machine-readable text and indexing using cross-referencing.  
At least one high-resolution image (> 2 MB) shall be supplied for each item of supply produced under 
this Agreement in a format suitable for electronic processing (e.g. ***.JPG).  
Documentation also includes data files, CAD files, EXCEL files and similar electronic files that are 
not considered "software" within the meaning of paragraph 3 of this Annex below.  
. 	HARDWARE  
−  LoRa CubeSat Transceiver demonstrator  
−  Deployable CubeSat Antenna for the desired band  
−  Mobile LoRa compatible ground station  
. 	SOFTWARE  
−  Firmware for the LoRa CubeSat transceiver  
−  Ground station control software  
The software developed under this Agreement is preferred to be open source, but it is not compulsory. "Open Source Code" shall be understood as defined in the ESA Terms and Conditions, i.e., provided under an open source license allowing its free distribution and use by the public. The parameters of the specific license shall be agreed between the Parties.  
The object code relating to the software, including mathematical models, data files, design files and computer programs, and all documents and information necessary to operate the software in accordance with the License relating to the use of the software shall be provided.  
If required by ESA, the Recipient undertakes, at ESA's reasonable expense, to:  
a) install the software on the hardware designated by ESA;  
b) provide training to persons in the use of the software as directed by ESA.  


10 / 14 


ANNEX 2  
PROJECT BUDGET  
The total project budget is 30,000 EUR. This budget covers the following key areas:  
Procurement of Materials (12,000 EUR)  
This budget line will fund the acquisition of the following materials:  
· Commercial off-the-shelf antenna for initial testing and performance evaluation.  
· RF and MCU Development Kits for transmitter and signal processing development.  
· Sensors, connectors, and test cables for early-stage prototyping and experimentation.  
Development of the Proposed Solution (12,000 EUR)  
This budget will cover the following activities and expenses:  
· Design and fabrication of custom printed circuit boards for RF and control electronics.  
· Procurement of complete components (electrical & mechanical) required for the transmitter 
and antenna system.  
· Costs associated with testing components under environmental conditions.  
· Acquisition of a ground station antenna to communicate within the desired frequency range 
for testing and validation.  
Educational Expenses, AIT Activities (3,000 EUR)  
This budget will support the following educational and outreach activities:  
· Transportation costs for outreach activities, including visiting schools and universities to 
provide educational sessions.  
· Development and procurement of a mobile ground station, enabling hands-on learning 
experiences.  
· Participation in international conferences such as the IAC, European CubeSat Symposium. 
Overhead Expenses (3,000 EUR)  

11 / 14 


ANNEX 3  
TIME SCHEDULE 

ACTIVITY 	MONTHS 
  	1 	2 	3   4   5   6   7   8   9   10  11  12 

	Milestone 1 	Definition of the requirements and architecture of the satellite TRX   
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	Milestone 2 	Subsystem simulations   
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	Milestone 3 	Manufacturing and testing on subcomponent level.  
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	Milestone 4 	Environmental validation on system level.  
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	Deliverable 1 	Block diagrams, requirements and simulation reports   
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	Milestone 5 	Demonstration TRX done and tested.  
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	Deliverable 2 	Design of the system – CubeSat deployable antenna, ground segment.  
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	Deliverable 3 	Functional ISM band TRX demonstrator.  
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	Deliverable 4 	Test campaign report submission.  
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	Deliverable 5 	Project outputs submission.  
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	


12 / 14 


ANNEX 4  
CONTACT DETAILS  
CONTACT DETAILS OF THE PROVIDER:  
JIC, zájmové sdružení právnických osob  
Mailing address:	Purkyňova 649/127, Medlánky, 612 00 Brno  
Contact person:  
name:	xxx
email: 	xxx  
phone number:	xxx
CONTACT DETAILS OF THE RECIPIENT:  
Brno University of Technology, Faculty of Electrical Engineering and Communication Mailing address:	Technická 3058/10, 616 00 Brno-Královo Pole  

Contact persons:  
name: 	xxx  
email: 	xxx  
phone number:	xxx
Bank connection:  
Account No.:	xxx  
IBAN:	xxx 
SWIFT:	CEKOCZPP   
Bank:	ČSOB, a.s.  
Address of the bank:	Radlická 333/150, 150 57 Praha 5 

13 / 14 

ANNEX 5  
APPLICATION 

14 / 14 

1. What type of entity are you applying for? * 

Legal person 

Natural person 


2. Name of the applicant. * 

Brno University of Technology - YSpace 


3. Telephone number. * 

xxx 


4. E-mail address. * 

xxx 


5. Address. * 

Technická 3058/10, 616 00 Brno-Královo Pole, Czechia 


6. VAT number. 

CZ00216305 


7. 


Have you been involved in any ESA proposals, implemented ESA projects, or had a supplier-customer relationship with ESA before? If so, please specify. *  

Several YSpace student team members bring valuable experience from working on ESA proposals and projects. Some have attended ESA Academy courses or contributed to ESA initiatives through their PhD research. A particularly notable experience, involving a larger number of YSpace members, comes from the ongoing selection process for the ESA Academy’s Fly Your Satellite! Design Booster program. 
However, the team also includes new members who have yet to establish direct collaboration with ESA. The Spectrum Sharing Makespace initiative provides an excellent opportunity for these members to gain hands-on experience and build connections with ESA, further enhancing the team's collective expertise. 


https://forms.office.com/Pages/DesignPageV2.aspx?origin=NeoPortalPage&subpage=design&id=cyDAPST-s06HQIuMtUAnbAgZ0bTMwuRAgrY6u2CN-llU…	1/6 

26.11.24 9:01	ESA Spectrum Sharing Makerspace Application Form 
8. How did you find out about the program? * 

JIC webpage 

JIC newsletter 

JIC facebook 

JIC twitter 

LinkedIn 

We found out through the ESA BIC manager in the Brno branch that we have been in touch previously thanks to space-related activities in the region. 


9. Please choose a sub-activity that you desire to implement. * 

CD_1 C-band uplink sharing for low data rate services 

CD_2 CBRS-for satellite 

CD_4 2.4 GHz, ISM or IMT bands for Satcom 

CD_5 Future MSS S-band sharing mechanism 

CD_6 Very Low Frequencies for Satcom 

CD_7 Ground station downlink sharing 

CD_8 Beamforming solutions 

CD_13 EESS and MSS sharing in UHF and L-band 

O_00 Open Call (project up to 10K EUR) 


10. For how long do you plan to implement the sub-activity? * 

6 months 

7 months 

8 months 

9 months 

10 months 

11 months 

12 months 


https://forms.office.com/Pages/DesignPageV2.aspx?origin=NeoPortalPage&subpage=design&id=cyDAPST-s06HQIuMtUAnbAgZ0bTMwuRAgrY6u2CN-llU…	2/6 

26.11.24 9:01	ESA Spectrum Sharing Makerspace Application Form 
11. Please outline the objectives of the proposed sub-activity. *  
This sub-activity focuses on assessing the feasibility of employing low-power, long-range (LP-LR) communication techniques, such as LoRaWAN and the 
novel LR-FHSS modulation, for satellite communications in ISM bands. By harnessing the advantages of LP-LR technologies, the project aims to create more accessible, cost-effective, and energy-efficient satellite communication solutions for applications including IoT devices, remote sensing, and disaster 
response. 
The primary objective of this sub-activity is the development of a CubeSat transceiver demonstrator. To achieve this, two supporting sub-objectives have 
been defined: 
Deployable CubeSat Antenna – Capable of receiving signals within the proposed frequency bands. 
Ground Segment Development – Enabling comprehensive testing and operational management. 
By successfully demonstrating the technical feasibility of LP-LR satellite communications in ISM bands, this activity will lay the groundwork for innovative and cost-effective space-based solutions. 
During the design phase, the project will adhere to ECSS standards as guidelines to ensure compliance with established best practices. This approach aligns the project with future plans to expand its outcomes in subsequent YSpace CubeSat missions. These missions will serve as a platform for advancing technical capabilities and educating the next generation of space engineers. 

12. Please select the current TRL (Technology Readiness Level). * 

TRL 1 

TRL 2 

TRL 3 

TRL 4 

TRL 5 

TRL 6 

TRL 7 

TRL 8 

TRL 9 


13. Please select the final TRL that you intend to achieve at the end of the implementation. * 

TRL 1 

TRL 2 

TRL 3 

TRL 4 

TRL 5 

TRL 6 

TRL 7 

TRL 8 

TRL 9 

https://forms.office.com/Pages/DesignPageV2.aspx?origin=NeoPortalPage&subpage=design&id=cyDAPST-s06HQIuMtUAnbAgZ0bTMwuRAgrY6u2CN-llU…	3/6 

26.11.24 9:01	ESA Spectrum Sharing Makerspace Application Form 
14. Please provide a technical description of the project. *  
The project aims to design and develop a satellite transceiver demonstrator operating in the ISM band. It will leverage commercial off-the-shelf (COTS) components such as Semtech's SX1302 or SX1262, which are capable of receiving signals within specified ISM frequency bands and utilize advanced modulation schemes optimized for satellite communication. 
To ensure thorough functionality testing, the project will include the development of a ground segment (GS) and a prototype deployable CubeSat antenna. Additionally, control software will be created to efficiently manage both the transceiver and the ground segment, ensuring seamless operation and integration. 

15. Explain how your sub-activity addresses compliance with open-source access. *  
The designed transceiver will securely forward user messages to open back-end services, adhering to established security standards. A comprehensive user manual detailing the operation of the space segment will be created and made publicly available. 
In addition to its technical impact, the project has significant educational and publication potential. We also plan to present the project at an event hosted by the ESA Spectrum Sharing Makespace initiative at JIC. During the event, other projects will also be showcased, and we will be available to answer any questions from the audience. 

16. How can the sub-activity results be exploited? In what context would they be needed? *  
The resulting technology has significant potential as a TT&C subsystem for student-built satellites, boosting the competitiveness of Czech student teams on the international stage. Furthermore, the project outcomes could be applied to planned Antarctic sensing stations, enabling the collection of crucial environmental data from one of the most remote regions on Earth. 

17. Introduce your team and describe their relevance to the topic within the field. *  
Ing. Dominik Klement – PhD student at Brno University of Technology, with extensive experience in electronics development and team management. Dominik will lead the project at the system level, ensuring that all components align with project goals and stay on schedule. He is also the co-founder of a startup affiliated with ESA BIC, bringing valuable ESA-related experience to the team. 
Ing. Šimon Sloboda – PhD student at Brno University of Technology, specializing in communications. Šimon will head the communications team, responsible for defining system requirements, system budgets, performance simulations, and RF expertise. He has participated in multiple ESA Academy trainings, the ESA FYS Design Booster program, and an ESA research project at the university. 
Bc. Jiří Jílek – Master’s student at Brno University of Technology, leading the electronics team. This team will handle R&D activities for the satellite transceiver, including in-house hardware development, performance analyses, and electronics expertise. Jiří has experience designing flight hardware and works as an electronics design engineer during his internship at TRL Space. 
Ing. Jiří Veverka – PhD student at Brno University of Technology, leading the software group. His team will oversee software development, including firmware for the transceiver and ground segment solutions. Jiří also works part-time as a system engineer at VZLU, adding valuable real-world expertise to the project. 
Bc. Tomáš Hájek – Master’s student at Brno University of Technology, responsible for structural design and AIT (Assembly, Integration, & Testing) activities. Tomáš will focus on CubeSat antenna development, leveraging his experience in designing CubeSat structures and his part-time work in the aerospace industry. 
These leaders aim to guide and inspire their teams not only to achieve the project's development objectives but also to gain valuable knowledge about space, electronics, and radio communication, ensuring the cultivation of skilled successors in the field. 

18. Describe the Scope of Work. *  
To achieve our goal, we will: 
1. Conduct a thorough technology review: Identify the most suitable LP-LR techniques for satellite applications. 
2. Design and develop a low-power satellite transceiver: Incorporate state-of-the-art components to optimize performance and minimize power consumption. 3. Evaluate performance: Conduct laboratory testing and validation in relevant environments and simulations to assess the performance of the transceiver. 

https://forms.office.com/Pages/DesignPageV2.aspx?origin=NeoPortalPage&subpage=design&id=cyDAPST-s06HQIuMtUAnbAgZ0bTMwuRAgrY6u2CN-llU…	4/6 

26.11.24 9:01	ESA Spectrum Sharing Makerspace Application Form 
19. Set milestones and deliverables. *  
Milestone 1: Requirements and architecture of the satellite TRX defined (T0+2m). 
Milestone 2: Subsystem simulations done (T0+4m). 
Milestone 3: Manufacturing and testing on subcomponent level (T0+6m). 
Milestone 4: Environmental validation on system level (T0+8m). 
Milestone 5: Demonstration TRX done and tested (T0+11m). 
Deliverable 1: Block diagrams, requirements and simulation reports (T0+8m). 
Deliverable 2: Design of the system – CubeSat deployable antenna, ground segment (T0+11m). Deliverable 3: Functional ISM band TRX demonstrator (T0+12m). 
Deliverable 4: Test campaign report submission (T0+12m). 
Deliverable 5: Project outputs submission (T0+12m). 

20. 

What facilities are needed for the implementation? Do you have access to those facilities? Please specify the institution providing those. Describe any support you would like to receive form ESA. *  

For the successful implementation these facilities and HW/SW are needed: 
• Simulation software (Ansys Electrical, Mechanical, STK for data-link evaluation) 
• PCB Design software (Altium 365 Pro), 
• Matlab/Simulink for validation data evaluation, 
• 3D CAD (Autodesk Inventor, Solidworks), 
• Electronics lab with equipment, such as oscilloscope, vector network analyzer and soldering station, ESD safety equipment, 
• Mechanical lab with CNC Equipment (router, lathe), 3D printers (FDM, SLA), hand tools and materials, 
• EMC/antenna testing shielded chamber, 
• A clean room is also available at our partners. 
Access to these facilities and software is provided by the Brno University of Technology or YSpace student team partners. 

21. Describe the risks that may occur and how you plan to address them. *  
Risk 1: Fluctuation of YSpace student team members. 
Severity: medium. 
Probability: medium. 
We are aiming to implement this activity with the most active members including PhD students and motivated bachelor students with a high probability of their long-term commitment. 
Risk 2: Lack of expertise. 
Severity: high. 
Probability: low. 
We are actively fostering partnerships with industry experts and researchers from the Brno University of Technology, the Czech space industry and the ESA. Throughout the project, we will adhere to proven ECSS standards to further mitigate risks. As dedicated students, we are committed to continuous learning and development, utilizing online and on-site courses and workshops to expand our knowledge base. 
Risk 3: Equipment unavailable. 
Severity: medium. 
Probability: low. 
All required equipment is available at the team's workplace, in case of failure or other types of unavailability we do cooperate with industry partners and most of the equipment can be obtained through them, also we can benefit from our university contacts. 
Risk 4: Selected components will become unavailable. 
Severity: medium. 
Probability: low. 
This risk is mitigated by early procurement of design-critical components, which will occur as soon as the high-level architecture is finalized. Additionally, we maintain close communication with key component manufacturers, such as ST Microelectronics and Semtech. 
Risk 5: Environmental tests will be unsuccessful. 
Severity: medium. 
Probability: medium. 
To mitigate this risk, we will adhere to ECSS standards where financially and time-wise viable, conduct thorough design and analysis, select high-quality components and perform incremental testing. 


https://forms.office.com/Pages/DesignPageV2.aspx?origin=NeoPortalPage&subpage=design&id=cyDAPST-s06HQIuMtUAnbAgZ0bTMwuRAgrY6u2CN-llU…	5/6 

26.11.24 9:01	ESA Spectrum Sharing Makerspace Application Form 
22. Please provide the budget for implementation. * 
List the categories of expenses and the expected amount for each category. Provide the overall expected budget for the implementation. 

The activity will be implemented by students and members of the YSpace student team with educational outreach, we are not planning to use the money for wages. Instead, the total budget of 30k EUR will be distributed as follows: 
• Procurement of the development kits and other materials for experimental evaluation (12k EUR): 
o COTS experimental antenna. 
o RF and MCU development kits. 
o Environmental validation (shakers, TVAC, EMC). 
• Development of the proposed solution (12k EUR): 
o Procurement of the PCBs from a local provider (Gatema PCB). 
o Procurement of the components. 
o Procurement of ground station antenna for the desired band. 
o Procurement of the ground segment control and computation technology. 
o Fees for high-performance computing for simulation calculations. 
• Educational expenses, AIT activities, unexpected expenses (6k EUR): 
o Conference fees and travel expenses (International Astronautical Congress, European CubeSat Symposium, CubeSat Developers Workshop) 
o Additional hardware is needed for AIT (fixtures, sensors, dataloggers). 
o Margin for unexpended expenses. 

https://forms.office.com/Pages/DesignPageV2.aspx?origin=NeoPortalPage&subpage=design&id=cyDAPST-s06HQIuMtUAnbAgZ0bTMwuRAgrY6u2CN-llU…	6/6 

image3.png

image4.png

image5.png

image6.png

image7.png

image8.png

image9.png

image10.png

image11.png

image12.png

image13.png

image14.png

image15.png

image16.png

image17.png

image18.png

image19.png

image20.png

image21.png

image22.png

image23.png

image24.png

image25.png

image26.png

image27.png

image28.png

image29.png

image30.png

image31.png

image32.png

image33.png

image34.png

image35.png

image36.png

image37.png

image38.png

image39.png

image40.png

image41.png

image42.png

image43.png

image44.png

image45.png

image46.png

image47.png

image48.png

image49.png

image50.png

image51.png

image52.png

image53.png

image54.png

image55.png

image56.png

image57.png

image58.png

image1.png

image2.png