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TECHNOLOGY LICENSE AGREEMENT
CONTENTS
50 POFFDFNŘFDNF DEFINITIONS AND INTERPRETATION ...................................................................................... 2
LICENSE ............................................................................................................................................ 3
LICENSE FEES ................................................................................................................................. 4
SUBCONTRACTING AND TECHNICAL ASSISTANCE ............................................................ 4
LICENSOR’S OBLIGATIONS ......................................................................................................... 4
IMPROVEMENTS ............................................................................................................................. 5
CONFIDENTIALITY .......................................................................................................................... 6
REPRESENTATIONS, WARRANTIES AND REMEDIES .......................................................... 6
INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS ................................................... 7
10. LIABILITY AND INDEMNITY .......................................................................................................... 8
11. EFFECTIVENESS, DURATION AND TERMINATION ............................................................... 8
12. INTEGRITY PROVISIONS ............................................................................................................ 10
13.
ANNEX 1 14
ANNEX 2].}...7. 16
ANNEX 3 17
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This Technology License Agreement (the Agreement), effective as of 12.12.2025 (the Effective
Date), is entered into
BY AND BETWEEN
(1) VSB — Technical University of Ostrava, a public university incorporated in the Czech
Republic with registration number 61989100, whose registered office is at 17. listopadu
2172/15, 708 00 Ostrava-Poruba (Licensor),
(2) ABB Robotics Czech Republic s.r.o., a company incorporated in Czech Republic
with registration number 23558628, whose registered office is at Vyskočilova 1561/4a,
140 00 Praha 4 (Licensee),
And each of them a Party and both together the Parties.
WHEREAS
(A) Licensor is the owner of certain technology or has otherwise the right to grant licenses to
use such technology; and
(B) Licensor has agreed to grant, and Licensee has agreed to take a license for the use of
such technology on the terms set out in this Agreement.
IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement the following terms have the following meanings:
Affiliate: in relation to a Party means any entity which controls, is controlled by, or is under
common control with, a Party. The term _“control" shall mean the right to exercise, directly
or indirectly, more than fifty percent (50%) of the voting right attributable to the shares,
partnership interests, membership shares, or similar evidence of orownership of such
controlled entity, and shall be considered an Affiliateonly so longas the ownership or
control, directly or indirectly, meets the conditions above. " _
Application: has the meaning qiven toit'In Clause 5.1.1;Í
Confidential Information: has the meaning given in Clause 7. enhancement,
Improvement: any change, modification, variation, improvement,
extension, revision and/or derivative of the Licensed Technology;
Intellectual Property Rights: (a) Patents, copyrights, (including, but not limited to copyrights
in software) database rights and rights in trademarks, tradenames, service marks, utility
models, designs, Know-how, and invention disclosures (whether registered or
unregistered); (b) applications for registration, and the right to apply for registration, of any
of these rights; and (c) all other intellectual property rights and equivalent or similar forms
of protection existing anywhere in the world;
Know-how: all technical, scientific and other information, inventions, discoveries, trade
secrets, knowledge, technology, means, methods, processes, practices, formulae,
instructions, skills, techniques, procedures, expressed ideas, technical assistance,
designs, drawings, circuit layouts assembly procedures, computer programs, apparatuses,
specifications, data, results, safety, manufacturing and quality control data and information
(including process designs and protocols), registration dossiers and assay and
methodology, in each case, solely to the extent confidential and proprietary and in written,
electronic or any other form now known or hereafter developed;
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Licensed Products: the products which can be manufactured, engineered and/or serviced
by using the Licensed Technology, identified in Annex 2;
Licensed Technology: Licensor’s technology and Know-how for manufacturing,
engineering and/or servicing the Licensed Products as identified in Annex 1 and the
Intellectual Property Rights owned or licensed by Licensor in and to such technology and
Know—how as of the effective date of this Agreement. Licensed Technology includes
Licensor’s rights to product marks specifically related to such technology or Know—how;
License Fees: the fees to be paid by Licensee as defined in Annex 3 in consideration of
the license to use the Licensed Technology;
Patent(si: any and all (i) issued patents and utility models, patent and utility model
applications, and future patents and utility models issued from any such patent and utility
model applications; (ii) future patents and utility models issued from a patent and utility
model application filed in any country worldwide which claims priority from a patent and
utility model or patent and utility model application of (i); and (iii) reissues, substitutions,
confirmations, renewals, extensions, counterparts, divisions, continuations, continuations—
in-part, supplemental protection certificates on any patent and utility model or patent and
utility model application of (i) or (ii).
1.2 In this Agreement (except where the context otherwise requires):
1.2.1 any reference to a Clause or Annex is a reference to the respective Clause or
Annex of or to this Agreement;
1.2.2,,,._'headings are included for convenience only and do not affect its interpretation.
1.3 The'Annexes: form part of this Agreement and have effect as if set out in full in the body of
this Agreement. In the event of a conflict between the provisions of the Annexes and the
bodyn'Of this Agreement, the provisions set outin the body of this Agreement will prevail.
License
2.1 Licensor hereby grants Licensee, an exclusive, worldwide, transferable license to use the
Licensed Technology in order to make, have made, use, offer to sell, sell or import the
Licensed Products.(with the right to grant sublicenses).
2.2 ' The Licensee's rights are to the exclusión of third parties, but the Licensor may itself
exploit the Licensed Technology for R&D and teaching purposes.
2.3 If the Licensed Technology include any software component, Licensee is entitled to use
the software code in accordance with the license rights granted under this Agreement. If
such software is implemented into the Licensed Products, Licensee may grant its
customers a right to use such software in connection with the Licensed Product and in
compliance with all restrictions applicable for Licensee for the use of such software.
2.4 If Licensor or any of its Affiliates is party to a software license agreement with a third party
software owner which (i) grants Licensee a license to use such third party software or (ii)
allows Licensor or its Affiliate to grant a sub-license to Licensee to use such third party
software, Licensee may use the third party software, however in strict compliance with the
terms and conditions of the applicable third party software license agreement. It is
Licensor's obligation to provide all information about the applicable terms and conditions
to Licensee, including any applicable (sub-)license fees payable by Licensee.
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LICENSE FEES
3.1 In consideration of the rights granted under this Agreement, Licensee shall pay to Licensor
the License Fees as defined in Annex 3.
3.2 License Fees payable under this Agreement are exclusive of any taxes, duties or the like
which may be payable on them. Revenues do not include value added tax or any similar
sales taxes, bonuses or trade discounts granted to customers.
3.3 Licensee shall keep proper records showing the quantity, description and price of the
Licensed Products, and such records shall be kept separate from any records not relating
solely to the Licensed Products and be open for audit by an independent auditor to be
agreed between Licensor and Licensee at Licensor’s costs. If such audit reveals a
discrepancy between the License Fees paid and those payable under this Agreement, such
discrepancy shall be balanced immediately.
3.4 The provisions of this Clause 3 remain in force notwithstanding termination or expiry of
this Agreement.
SUBCONTRACTING AND TECHNICAL ASSISTANCE
4.1 Licensor shall provide access to materials to Licensee as set out in paragraph 4 of Annex
1.
4.2 Licensor shall provide any technical assistance at the reasonable request of Licensee to
facilitate commercial usage of the Licensed Technology by Licensee as envisaged by this
Agreement..
4.3 Licensee has the right to subcontractthe manufacture, engineering and/or servicing of the
Licensed Products. Licensee is responsible to ensure that all subcontractors:
4.3.1 use the Licensed Technology only for the manufacture, engineering and/or
servicing of the Products; and ,
4.3.2 comply with the confidentiality provisions of this Agreement
LICENSOR’S OBLIGATIONS
5.1 Licensor shall:
5.1.1 prepare, file, prosecute, and maintain the Licensed Technology at its sole cost and
expense using reasonable care and skill. If one or more elements of the Licensed
Technology remains subject to a patent application process or other process to
apply for, register or otherwise protect Intellectual Property Rights in the Licensed
Technology (an “Application”), Licensor shall also:
a) keep Licensee currently informed of the filing and progress of all material
aspects of the prosecution of such Application and the issuance or extension
of Intellectual Property Rights from any such Application; and
b) provide Licensee with a copy of such Application, amendments thereto, and
other correspondence related to the, and, to the extent reasonably
practicable, permit Licensee an opportunity to offer its comments thereon
before making a submission to applicable authorities in connection with an
Application, Licensor shall consider in good faith Licensee’s comments.
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5.1.2 take all steps necessary to maintain valid registration of the Licensed Technology
as applicable and defend any challenges to the Licensed Technology. In the event
that Licensor decides not to maintain one or more elements of the Licensed
Technology, Licensor shall at least three months prior to any renewal deadline
notify Licensee of such decision. If within 30 days of receipt of such notice, the
Licensee so requests, then the Licensor shall assign all its rights and title, to the
extent applicable to such Licensed Technology to the Licensee.
5.1.3 notify Licensee in writing, to the best of its knowledge, of (i) any changes in the
scope or status of the Licensed Technology; and (ii) any challenge or potential
challenge to the Licensed Technology and updates thereon.
5.1.4 consult with Licensee concerning any decisions that could affect the scope or
enforcement of any issued claims or the potential abandonment of any element of
the Licensed Technology.
5.1.5 not grant others the right to make, use, offer to sell, sell, or import products based
on the Licensed Technology.
5.2 In the event that the Revenues (defined in Annex 3) generated in connection with the use
of the license under this Agreement do not reach at least twice the amount of the patent
maintenance fee for the Licenced Technology in the relevant year during the monitoring
period, the Licensee undertakes to enter into good faith negotiations with the Licensor
regarding the payment of a proportional share of the maintenance fee, as agreed by the
Parties, to be paid by the Licensee.
6. IMPROVEMENTS
6.1 Notice ofimprovements. If Licensor identifies an Improvement or files an Application in
any jurisdiction concerning any Improvement Licensor shall promptly, and in any event
within seven (7) calendar days, provide written notice to Licensee of such details of the
. Improvement as Licensee reasonably requires effectively to evaluate the Improvement.
=“Sh’oUld the Improvement be the subject of an Application, Licensor shall provide to
Licensee a copy of the ApplicationWithinseven (7) calendar days after the filing date of
"such Application.‘
62 License to Improvements Upon the Licensee's request, the Licensor shall grant the
Licensee a license to any Improvements by way of an addendum to this Agreement or by
way of a separate agreement, under terms similar to those under which the license is
granted pursuant to this Agreement. Any financial contributions made by the Licensee
towards the development of the Improvements shall be taken into account within the
granted license.
6.3 No Grant-Backs. Licensee shall have the right to develop Improvements. All right, title,
and interest in any Improvement conceived, made, or reduced to practice by Licensee
during the term of this Agreement, and all of Licensee's Intellectual Property Rights relating
to any such Improvements, will:
6.3.1 as between the Parties, remain the sole and exclusive property of Licensee; and
6.3.2 not be licensed to Licensor, unless the parties otherwise specifically agree in
writing.
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CONFIDENTIALITY
7.1 Each Party shall treat as confidential and safeguard all information disclosed by the other
Party and its Affiliates under this Agreement (whether in writing, orally, electronically or by
other means) which is marked as “Confidential", “Proprietary” or with a comparable legend
at the time of disclosure. Oral or visual Confidential Information must be identified as
confidential at the time of disclosure, and subsequently summarized in writing by the
Disclosing Party to Receiving Party within five (5) business days. (the “Confidential
lnformation”). Notwithstanding the foregoing, information shall be deemed confidential if
by its nature or the circumstances surrounding disclosure, it is or reasonably should be
understood to be confidential, proprietary, or otherwise sensitive information of the
Disclosing Party or its Affiliates. Receiving Party agrees to use Confidential Information
solely for the purposes contemplated under this Agreement. The provisions of Clause 7.1
do not apply to such information:
7.1.1 which is generally available to the public other than a result of a breach of this
Agreement; or
7.1.2 which Receiving Party reasonably has to disclose in order to market, service or
repair the Licensed Products; or
7.1.3 which is already in the possession of Receiving Party without restriction prior to
any disclosure hereunder; or
7.1.4 which, to the best of Receiving Party’s knowledge after making reasonable
enquiries, is or has been lawfully disclosed to Receiving Party by someone who is
free lawfully to disclose the same without confidentiality restrictions; or
7.1.5 which is independently developed by Receiving Party or its Affiliates and no
Confidential Information disclosed hereunder has been used directly or indirectly
in such development; or „ , , ..
7.1.6 whose applicable period of confidentiality pursuant hereto, orsuch other period
specifically agree to in writing by the Parties has ended ' 3 ~-
7.2 A Party may not distribute, disclose, or disseminate Confidential Informationto anyone
except (i) to its and its Affiliates' Representatives prOVided always that the Party advises
its Representatives of the obligations hereunder and takes reasonable measures to ensure
adherence by such Representatives; or (ii) as may be required by applicable law or legal
process, in which case Receiving Party shall provide Disclosing Party with prompt written
notice of such requirement prior to such disclosure where time permits and, upon
Disclosing Party's request, take reasonable steps to obtain an order protecting Confidential
Information from public disclosure; or (iii) as otherwise provided herein.
7.3 These confidentiality obligations shall be in effect for a period of five (5) years calculated
from the termination or expiration of this Agreement.
REPRESENTATIONS, WARRANTIES AND REMEDIES
8.1 Mutual Representations and Warranties. Each Party represents and warrants to the other
Party that:
8.1.1 it is duly organized, validly existing, and in good standing as a corporation or other
entity as represented herein under the laws and regulations of its jurisdiction of
incorporation, organization, or chartering;
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8.1.2 it has, and throughout the term of the Agreement will retain, the full right, power,
and authority to enter into this Agreement and to perform its obligations hereunder;
8.1.3 the execution of this Agreement by its representative whose signature is set forth
at the end hereof has been duly authorized by all necessary corporate action of the
Party; and
8.1.4 when executed and delivered by such Party, this Agreement will constitute the
legal, valid, and binding obligation of that Party, enforceable against that Party in
accordance with its terms.
8.2 Licensor represents and warrants:
8.2.1 the Licensed Technology includes all Intellectual Property Rights owned by
Licensor or its Affiliates that is necessary or useful for Licensee to further develop,
make, use, offer to sell, sell, and import the Licensed Products;
8.2.2 it has, and throughout the Term will retain, the right to grant the license granted to
Licensee hereunder, and it has not granted, and is not under any obligation to
grant, to any third party any license, lien, option, encumbrance, or other contingent
or non-contingent right, title, or interest in or to the Licensed Technology that
conflicts with the rights and licenses granted to Licensee hereunder;
8.2.3 that Licensor has complied with all applicable Laws in connection with the Licensed
Technology, including but not limited to any disclosure requirements of any
applicable patent office, and has timely paid all filing and renewal fees payable with
' ' respect thereto;
8.2.4' there is no settled, pending, orthreatened litigation, claim, or proceeding alleging
that any Intellectual Property Right relating to the Licensed Technology is invalid
_ r unenforceable (including any interference nullity, opposition, inter partes, or
post—grant review or similar invalidity or patentability proceedings before patent
office), and it has no knowledge of any factual, legal, or other reasonable basis for
any such lItIgatIon claim, or proceeding;
f‘“s.2.s'7‘fthé patentability or the validity of the Intellectual Property Rights included within
' . the Licensed Technology; and
.. the use of the“ Licensed Technology as contemplated in this Agreement does not
constitute infringement of any rights of a third party.
INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS
9.1 If either Party becomes aware of any third party activities potentially infringing Licensee’s
rights relating to the Licensed Technology, such Party shall forthwith notify the other of
such matters.
9.2 If a claim or action is brought against Licensee alleging that the use of the Licensed
Technology infringes the intellectual property rights of a third party, Licensee will promptly
notify Licensor thereof. Licensor shall, at Licensor’s discretion: (i) defend Licensee against,
or (ii) support Licensee to defend, or (iii) settle, or (iv) support Licensee to settle any such
claims. Licensee agrees to support Licensor as reasonably required by Licensor, and
Licensor will reimburse Licensee for reasonably incurred support costs.
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9.3 If, as a result of an infringement claim, Licensee’s use of the Licensed Technology is
prevented by a competent court or arbitration body or as a consequence of a settlement
by Licensor, Licensor will, at Licensee’s option, either:
9.31 procure for Licensee the right to continue use of the Licensed TechnolOQY; or
9.3.2 modify the Licensed Technology to avoid infringement; or
9.3.3 replace the Licensed Technology with an equivalent to avoid infringement; or
9.3.4 terminate this Agreement with regard to the infringing Licensed Technology.
9.4 If, as a result of a final, binding and enforceable decision by a competent court or
arbitration body, Licensee has to pay compensation to a third party due to claims related
to infringements of such third party’s intellectual property rights by Licensee’s use of the
Licensed Patent(s) in accordance with this Agreement, Licensor shall pay such
compensation on Licensee’s behalf.
10. LIABILITY AND INDEMNITY
10.1 Licensor shall indemnify, defend, and hold harmless Licensee and its Affiliates, and each
of Licensee's and its Affiliates’ respective officers, directors, employees, agents,
successors, and assigns (each, an “Indemnitee") against all losses, damages, liabilities,
costs, and expenses, including reasonable legal fees and other litigation costs arising out
of or resulting from any third--party claim, suit, action, or proceeding (each an “Action")
related to, arising out of or resulting from Licensor's breach of any representation,
warranty, covenant, or obligation under this Agreement Licensor's obligationto indemnify
Licensee applies whether or not Licensor may have been negligent or at fault and does not
limit any further compensation rights of Licensee. it does however not apply if the liability
or damage was a result of Licensee's breach of its warranties as prOVided under this
Agreement
10.2 Notwithstanding any other provision of this Agreement, except in cases of gross
negligence or wilful misconduct, the aggregate liability of the Licensor to the Licensee for
all claims of any kind arising from or related to the formation, performance or breach of this
Agreement, in warranty, tort, negligence, strict lIabIlIty or otherWIse shall not exceed
13000 EUR.
11. EFFECTIVENESS, DURATION AND TERMINATION
This Agreement comes into effect on the date specified on the first page of this Agreement.
Unless terminated in accordance with its provisions, this Agreement remains in force for
ten (10) years. Thereafter, it will be automatically renewed for periods each of one (1) year
unless terminated by either Party giving to the other not less than ninety (90) calendar days
written notice of such termination prior to the renewal date. The number of renewals is not
limited save that the Agreement shall remain in force until expiration or invalidation of the
last Licensed Technology.
11.2 If this Agreement has to be registered or filed for authority approval or for any other
purposes under applicable laws in Licensee's country, Licensee shall inform Licensor and
Licensor shall, in accordance with Licensee's instructions, take the necessary actions on
its own or on Licensee’s behalf or support Licensee in so doing. Licensor shall keep
Licensee informed about the status and send certified copies of the relevant original
documents and, if necessary, English translations. Any cost incurred in connection with
such registrations or filings shall be borne by Licensor. If this Agreement is considered
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effective only after it has been registered, filed or approved, it will come into effect on the
day of receipt of the last authority registration or approval document by Licensee.
11.3 The Parties acknowledge that this Agreement will be published in the Contract Register in
the Czech Republic pursuant to Act No. 340/2015 Coll., on the Special Conditions of
Effectiveness of Certain Contracts, the Publication of These Contracts, and the Contract
Register (the Contract Register Act). The publication, as referred to in the previous
sentence, shall be carried out by the Licensor in accordance with the agreement of the
Parties.
11.4 Licensee may terminate this Agreement with immediate effect by notice in writing to
Licensor if:
11.4.1 Licensor is in material breach of its obligations under this Agreement, such breach
being incapable of remedy;
11.4.2 Licensor is otherwise in breach of its obligations under this Agreement and fails to
remedy such breach within seven (7) calendar days of notice of receipt of notice
thereof; or
11.4.3 there is any adverse Change in the position, financial or otherwise, of Licensor,
whereby, and without limitation, Licensor becomes insolvent, or an order is filed or
made for bankruptcy/winding up of Licensor, or documents are filed with a court of
competent jurisdiction for the appointment of an administrator of Licensor, or
wLicensOr makes any arrangement or composition with its creditors, or makes an
„ application to a court of competent jurisdiction for the protection of its creditors in
', , .cany way, or any similar action is taken against or by Licensor by reason of its
:) Insolvency or in consequence of debt, or
__11_44thereIs a changeIn control of Licénsbn
Licensor may terminate this Agreement with immediate effect by notice in writing to
l_icensee if: ..
Licensee'Is in material breach of its obligations under this Agreement, such breach
being incapable of remedy; ' ' '
Licensee is otheniviseIn breachof its obligations under this Agreement and fails to
remedy such breach within seven'(7) calendar days of notice of receipt of notice
thereof; or
11.5.3 there is any adverse change in the position, financial or otherwise, of Licensee,
whereby, and without limitation, Licensee becomes insolvent, or an order is filed
or made for bankruptcy/winding up of Licensee, or documents are filed with a court
of competent jurisdiction for the appointment of an administrator of Licensee, or
Licensee makes any arrangement or composition with its creditors, or makes an
application to a court of competent jurisdiction for the protection of its creditors in
any way, or any similar action is taken against or by Licensee by reason of its
insolvency or in consequence of debt.
11.6 Licensee may terminate this Agreement without cause by providing at least thirty (30)
calendar days' prior written notice to Licensor.
11.7 In the event of termination of this Agreement howsoever arising, and subject to any
express provisions set out elsewhere in this Agreement:
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11.7.1 all rights and licenses granted to Licensee shall cease, and Licensee shall cease
to use the Licensed Technology;
11.7.2 Licensee shall, if requested in writing by Licensor, return or destroy all technical
and promotional material relating to the Licensed Products and the Licensed
Technology, including but not limited to the documentation transferred to Licensor
in connection with paragraph 1 of Annex 1 to this Agreement (except as required to
be retained by applicable law, or to the extent archived on back-up or similar
systems, in which case obligations of Confidentiality set out in Clause 7 shall
continue to apply);
11.7.3 Licensor shall delete all Confidential Information disclosed to it by Licensee (except
as required to be retained by applicable law, or to the extent archived on back—up
or similar systems, in which case obligations of Confidentiality set out in Clause 7
shall continue to apply);
11.7.4 Licensee has the right to dispose of all stocks of the Licensed Products in its
possession and all Licensed Products in the course of manufacture, engineering
and/or servicing at the date of termination, provided that any License Fees payable
under Clause 3 (as if such stocks had been supplied at the date of termination) shall
be received within a period of one (1) year following termination.
11.8 Termination of this Agreement howsoever arising is without prejudice to any rights
Licensee may have accrued by the date of such termination.
11.9 Termination Due to Non-Sale of Products:
If the Licensee fails to sell any Licensed Product fora continuousperiod oftvvo (2) years
commencing after three (3) years from the EffeCtive Date of this Agreement, the Licensor
shall have the right to require the Licensee to enter into good faith negotiations regarding
termination of the license granted under this Agreement The purpose of this provision is
to ensure that the Licensed Technology'Is actively utilized, and that the Licensed Products
do not remain dormant due to the Licensee's decision to cease further deVelopment or
commercialization efforts. The terms and conditions of such a termination shallbe agreed
upon by the Parties'In writing.
12. INTEGRITY PROVISIONS
12.1 Each Party agrees to comply with all relevant legislation, regulations, and codes of
practice, guidance, and other requirements of any relevant governmental authority
applicable and in accordance with generally accepted best practice of the relevant
industry.
12.2 Each Party warrants to the other Party that it has not made and will not, directly or
indirectly, and that it has no knowledge that other persons will, directly or indirectly, make
or promise to make any payment, gift or other commitment to its customers, to government
officials or to agents, directors and employees of each Party, or any other party in a manner
contrary to applicable laws (including but not limited to the U.S. Foreign Corrupt Practices
Act, the UK Bribery Act 2010 and, where applicable, legislation enacted by member states
and signatories implementing the OECD Convention Combating Bribery of Foreign
Officials), and shall comply with all relevant laws, regulations, ordinances and rules
regarding bribery and corruption including by implementing adequate procedures designed
to prevent bribery. Nothing in the Agreement will render either Party or any of its Affiliates
liable to reimburse the other for any such consideration given or promised.
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12.3 Export controls
12.3.1 Each party represents and warrants that no goods, materials, equipment,
components, parts, technology, or services that are included in, incorporated into,
or provided in connection with the Licensed Products originate in, or are transhipped
through, Russia, Belarus, or in any country or region that is subject to a
comprehensive embargo maintained by Switzerland, the European Union, the
United States, or any government authority that each party deems, in its sole
discretion, may impose penalties or other measures against each party (a Relevant
Government Entity).
12.3.2 Each party represents and warrants that it is not a person subject to economic or
financial sanctions imposed by a Relevant Government Entity (a Sanctioned
Person), including any person included on the US Specially Designated Nationals
(SDN) and Blocked Persons List. Each party acknowledges that Sanctioned
Persons may include persons who are not explicitly included on any sanctions list
maintained by a Relevant Government Entity, but also persons who are directly or
indirectly owned 50 percent or more in the aggregate, or controlled, by one or more
Sanctioned Persons. Each party further represents and warrants that no
Sanctioned Person has any property interest, financial interest, or other interest in
the Licensed Products and that the provision of the Licensed Technology under the
Licensed Products shall not involve the transferring, paying, exporting, or
[withdrawing of any property or interests in property of any Sanctioned Person.
_ Each Party agrees that it shallpromptly notify the other Party if it becomes a
Sanctioned Person.
12.4 Lic nsorhereWIth aCknowledges and contirms that it has received a copyof ABB'3 Code
of- Conduct and ABB's Supplier Code of Conduct, or has been provided information on how
ito coess both= ABB's Code of Conduct online under www..abbcom/lntegrity. Licensor
es to perform its contractual obligations in accordance with both Abb Codes of
12.15 Licensee has established the following reporting channels where Licensor and its
’ ' employees may report suspected violations of applicable laws, policies or standards of
conduct through the web portal www.abb.com/integrity - Reporting Channels (contact
details are specified on this web portal) and Licensor shall ensure that such reporting
channels are used to report any suspected violations.
12.6 Either Party's material violation of any of the obligations contained in this Clause may be
considered by the other Party to be a material breach of the Agreement and shall entitle
such Party to terminate such Agreement with immediate effect, without prejudice to any
further right or remedies under the Agreement or applicable law.
13. GENERAL
13.1 Assignment. Licensor must not assign, transfer, charge, encumber or otherwise deal with
the whole or any part of this Agreement or its obligations under it without Licensee’s prior
written consent. Licensee may assign, transfer, charge, encumber, subcontract or deal in
any other manner with this Agreement or parts thereof.
Severability. If one or more provisions of this Agreement is or becomes invalid, this shall
not affect the validity or enforceability of this Agreement as a whole. The Parties shall
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endeavour, in due form, to replace the invalid provisions with a new provision or to fill the
gap with a provision which best enables the economic purpose pursued to be achieved.
13.3 No waiver. No term or provision hereof will be considered to have been waived by either
Party, and no breach consented to by either Party, unless such waiver or consent is in
writing and is signed by the Party against whom the waiver or consent is asserted. No
consent to or waiver of a breach by either Party will constitute a consent to, waiver of, or
excuse for any other, different, or subsequent breach by such Party.
13.4 Amendment. No amendment, modification, or supplement of any provisions of this
Agreement will be valid unless made in writing and signed by duly authorised
representatives of both Parties.
13.5 Further documents. The Parties shall execute all further documents as may be necessary
to give full effect to the terms of this Agreement and to protect the rights of the Parties
under it.
13.6 Entire Agreement. This Agreement constitutes the entire agreement between the Parties
with respect to the subject matter hereof. This Agreement supersedes all prior
representations, discussions, negotiations, letters, proposals, agreements, and
understanding between the Parties with respect to the subject matter hereof, whether
written or oral. Neither Party has been induced by or relied upon any representations,
warranties or statements, whether express or implied, made by the other Party or any of
its Affiliates, or any agent, employee, attorney or other representative of such other Party
or its Affiliates, that are not expressly set forth herein, or in any exhibits attached hereto,
whether or not any such representations, warranties or statements Were", madeiin writing
or orally. . ' _*
13.7 Notice and language. Any notice, request, demand or other communication permitted or
required to be given hereunder shall be in the English language and shallnbe sent by one
of the following means and shall be deemed conclusively to have been given: (a) on the
third business day following the day’deposited with a nationally recognized airmail or
express mail delivery service with an order for express international delivery, with the cost
of delivery prepaid; (b) on the day of receipt, when delivered by registered letter; (C) on the
date delivered by a private courier as established by the sender by evidencetuobtained 'from
such courier; or (d) if delivered by other means, when actually receiVed by the_šáddressee,
in each case to the respective Party at the address set forth below, or at such other address
as such Party may specify by written notice to the other Party hereto. A copy of the notice
may also be sent by email to the email address specified below:
To Licensee: To Licensor:
ABB VSB — Technical University of Ostrava
Attention: Attention:
13.8 Independent Contractors. The Parties are independent contractors. Neither Party is, nor
will be deemed to be, an agent, legal representative, joint venturer or partner of the other
Party for any purpose. Neither Party will be entitled to: (a) enter into any contracts in the
name of or on behalf of the other Party; (b) pledge the credit of the other Party in any way
or hold itself out as having authority to do so; or (0) make commitments or incur any charges
or expenses for or in the name of the other Party.
2024-l2»02 Technology License Agreement Al‘l‘ page 12 of 17
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13.9 Choice of Law. The interpretation, validity and performance of this Agreement shall be
governed by the laws of Czech Republic, without regard to any rules pertaining to conflict
of law provisions. The provisions of the United Nations Convention on Contracts for the
International Sale of Goods (CISG) shall be excluded.
13.10 Any and all disputes under the Contract, including but not limited to the disputes in
connection with execution and validity thereof, shall be settled by the Arbitration Court at
the Economic Chamber of the Czech Republic and the Agricultural Chamber of the Czech
Republic in Prague in accordance with the Act No. 216/1994 Col., on arbitrary proceeding.
The arbitration board shall consist of three arbitrators. The parties shall appoint one
arbitrator each. The third arbitrator, the chairmen, shall be appointed upon agreement of
the first two arbitrators. Should these arbitrators fail to reach an agreement, the third
arbitrator shall be appointed by the chairman of the above-mentioned Arbitration Court.
13.11 Signature. Each party accepts the terms of this Agreement by signing this
Agreement. This Agreement may be signed in one or more counterparts (including digital
copies of original signatures), each of which will be deemed to be an original and all of
which when taken together will constitute the same agreement. Once signed, any
reproduction of this Agreement made by reliable means is considered an original. The
Parties acknowledge electronic signature (e.g. Adobe Sign, DocuSign or similar which
ensures identification of the issuer and the integrity of the document) applied by authorized
persons, to be sufficient and binding for entering into this Agreement and for any
documents related to this Agreement, including, without limitation, documents which
require. written form, or which require to be signed by the Parties.
Licensor (VSB)
Signaturé, name, date prof Ing. Digitélné
podepsal prof. Ing.
Igor Iva n, Igor Ivan. Ph.D.
Datum: zozs.1z.os
PhHD 11:54:59 +01'00'
- Dlgllalně podepsal rof. In _ Dlgltally signed
Michaela WWW,“ P 9 by...” „.g „„
Datum. 202; 11.04 Jan Platoš, Plates Ph D
Manova unrizmi'oo‘ Date 1025mm
Ph.D. „Sishnrno
Licensee (ABB)
Signature, name, date Signature, name, date
2024-12-02 Technology License Agreement Al‘l‘ page 13 of 17
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ANNEX 1
LICENSED TECHNOLOGY
Licensed Technology
Licensed Technology means:
Technology for manufacturing, engineering and/or servicing of the Licensed Products as
defined in Annex 2. It contains methods, tools, parameters and programs for
manufacturing, engineering and/or servicing of the Licensed Products, including the
following:
Technology regarding:
Innovative comprehensive solution for monitoring and evaluating weld quality in robotic
welding cells.
The subject of the license is an innovative comprehensive solution for monitoring and
evaluating the quality of welds in robotic welding cells, which includes new modular
operator software and an innovative intelligent sensor with its hardware and firmware.
The innovation brings a significantly higher level of complexity, flexibility and
customization options than the original system. The new software is implemented in the
form of microservices, which allows its operation on various platforms (Linux, Windows
and others with containerization support) and provides the possibility of independent
scaling of individual services. The operator environment offers an intuitive interface for
configuring production modules, visualizing the welding process and measurement
results, managing alarms and notifications, and creating reference definitions. All data is
stored and audited in a central database, ensuring full traceability and reliable archiving.
The new intelligent sensor combines a digital and analog part and is controlled by
developed firmware, which ensures data collection, pre-processing and transmission, as
well as synchronization with the control system of the robotic workplace. The digital part is
equipped with a significantly more powerful microcontroller from the STM32H7 series,
expanded RAM memory and Ethernet communication interface, which enables fast and
stable processing of large volumes of data. The analog part uses faster and more
accurate converters together with configurable filters for voltage and current
measurement, which achieves more reliable waveform recording and more accurate
detection of weld defects. Innovation of all key parts — software, hardware and firmware —
thus creates a modern, scalable and fully integrated solution that fundamentally expands
the possibilities of monitoring and optimizing welding processes.
The above—described technology, including all related know-how, is embodied in
following intellectual property objects that form the subject of the license:
page 14 ofl7
ABB
Analog module of an intelligent sensor for monitoring the welding process
Result type: functional sample
Licensor registration number: 052/31—10-2025_F
Digital module of an intelligent sensor for monitoring the welding process
Result type: functional sample
Licensor registration number: 053/31-10—2025_F
The Licensed Technology includes the following software owned by Licensor:
Firmware of an innovative intelligent sensor for recording electrical welding quantities
Result type: software
Licensor registration number: 021/31—10-2025_SW
Welding monitoring services
Result type: software
Licensor registration number: 022/31-10-2025_SW
2. Exclusions from Licensed Technology
The Intellectual Property Rights regarding the following items are expressly excluded from
this Agreement:
3. Documentation of Licensed Technology
The Licensed Technology is documented as follows:
The analog input module of the intelligent sensor is documented using circuit diagrams of
electronic components, including a description of their parameters.
The digital module of the intelligent sensor is documented using circuit diagrams of
electronic components, including a description of their parameters.
The operator workstation software is documented in the form of source files written in Cili.
The firmware of the intelligent sensor is documented through source files written in C for
the KEIL development environment project.
The housing of the intelligent sensor is documented with a 3D model in STEP format.
The connector of the intelligent sensor is documented with a 3D model in STEP format.
4. Transfer of documentation of the Licensed Technology
Documentation of the Licensed Technology required to facilitate the use of the Licensed
Technology by Licensee as contemplated by this Agreement, will be transferred by
Licensor to Licensee by handing over of copies in a generally accepted format and in
English language, or by granting access to the relevant parts of the data files, databases
and data network system of Licensor within twenty one (21) calendar days after
effectiveness of this Agreement.
2024—12-02 Technology License Agreement Ani; page 15 of 17
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ANNEX 2
LICENSED PRODUCTS
Licensed Products (including related parts, spare parts and technical services):
1. The products that may be manufactured, engineered and/or serviced under this
Agreement are the following:
Set for monitoring the robotic welding process and detecting defects in faulty
welds.
2. For avoidance of doubt: specifically excluded from this Agreement are the following
products:
2024-12—02 Technology License Agreement ABI; page l6ofl7
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ANNEX 3
LICENSE FEES
DEFINITION OF “REVENUES” ACCORDING TO THIS AGREEMENT
Revenues under this Agreement are defined as Licensee’s total sales of Licensed Products
supplied to third parties, any related parties, and to ABB Affiliates. Revenues do not include value
added tax or any similar sales taxes, bonuses or trade discounts granted to customers.
Licensee shall pay to Licensor the following non-refundable amounts (without VAT) within
sixty (60) calendar days following the Effective Date and following receipt of Licensor's
invoice:
13 000 EUR
Licensee shall pay License Fees calculated as a percentage of Revenues as defined in
Annex 3. The percentage is:
4% of Revenues as reported in accordance with Annex 3
The License Fees are based on the Revenues as defined in Annex 3. If Licensor and
Licensee agree for practical or other reasons to use for the calculation of the License
Fees an amount of revenues being lower than the amount of Revenues, the percentage
of revenues shall be increased accordingly to compensate the reduced revenue basis.
The License Fees are due in EUR
License Fees are invoiced yearly based on actual Revenues of the previous 112 months.
The first LicenseFees under this License Agreement Will be calculated on November 1st
2027 (therefore alWays for period November 1st — October 31st).
The Licensee shall be obliged to submit to the Licensor, no later than by November 14th
.gof‘each year, a written report on the Revenues achieved, sent to the contact details of the
„Licensoras'specified in Section 13.7. _
-_ The Licensee shall be obliged to allow, the Licensor or a person authorized by the Licensor
, to inspect'the relevant accounting documents, records, or other documentation in order to
determine the amountóf Revenuesrelated to the_license granted under this Agreement,
' provided that the Licensee receives prior written notice of at least 14 days before the
Soheduled date of the inspection (audit). if the Licensee provides information designated
as confidential to the Licensor, the Licensor shall not disclose such information to any third
party nor use it for its own purposes in a manner contrary to the purpose for which it was
provided. The inspection may not be conducted more than once per year.
License Fee payments shall be due 60 days from 1st day of coming month after the
invoice date.
10. In the event that the production of Licensed Products is to be transferred to any entity
other than the Licensee, including ABB affiliates, the Licensee undertakes to inform the
Licensor of this intention in advance in writing. All rights and obligations under this
Agreement, including the terms of payment of License Fees, must in such a case be
transferred to the entity responsible for the production of the Licensed Products.
2024—12—02 Technology License Agreement Alti; page 17 of 17
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