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interregn Munici pal Department
for European Affairs
CENTRAL EUROPE S E
CitYof+V/enna
3 ) o J Vs / - ^ o i ^
PARTNERSHIP AGREEMENT
Model of agreement between the lead partner and the partners for the
implementation of the Interreg CENTRAL EUROPE project
interreg H
CENTRAL EUROPE i—SK _____
EumpeanUrihn
Agreement between the lead partner and the partners for the
implementation of the Interreg CENTRAL EUROPE project
«CE1158» «Advancement of the economic and sociál innovation
through the creation of the environment enabling business
successsion»
(Partnership agreement)
This document serveš as model for the partnership agreement to be established between the lead partner and
all partners in compliance with Article 13(2) of Resulation (EU) No 1299/2013 and as further explained in chapter
A. 1.2 of the programme implementation manuál. This document provides all minimum compulsory reauirements
that the signed partnership agreement must hold. Additional elements may be included by the partnership in
order to tailor the agreement to their specific needs. Additional provisions included in the finál partnership
agreement must in any case be in line with the programme objectives and the létal framework mentioned in the
subsidy contract and partnership agreement.
It is strongly advised to check whether the terms and clauses - especially those dealing with company law,
property law, disputes between partners and compensation for damages - are correct and consistent with the
applicable law. The managing authority cannot under any circumstances or for any other reason whatsoever be
held liable for damage or injury sustained by the applkation of this document. The managing authority therefore
cannot accept any claim for compensation or increases in payment in connection with such damage or injury.
Having regard to:
the legal framework as in S 1 of the subsidy contract signed between the managing authority
(hereinafter r e f e r r e ď to as MA) and University of Economics in Bratislava acting as lead partner
(hereinafter referred to as LP) of the project No C E 1 1 5 8 , acronym ENTER-transfer and in particular
Article 13(2) of Regulation (EU) No 1 2 9 9 / 2 0 1 3 and
§ 10 of the subsidy c o n t r a c t signed b e t w e e n the MA and the aforementioned LP on 26 July 2017;
the following agreement shall be made between:
University of Economics in Bratislava, Faculty of Business management, (Lead Partner)
Dolnozemska c e s t a 1, 85235 Bratislava, Slovák Republic, represented by
Peter Markovic
and
University of Economics, Prague, Faculty of Management, Jarosovska (Partner 3)
1117/11, 37701 Jindřichův Hradec, Czech Republic, represented by Hana
Machkova
for the implementation of the Interreg CENTRAL EUROPE project CE1158, Advancement of the economic
and sociál innovation through the creation of the environment enabling business succession / ENTER-
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transfer, approved by the Monitoring Committee (hereinafter referred to as MC) of tne Interreg CENTRAL
EUROPE Programme (hereinafter referred to as Interreg C E ) on 16 March 2017 in Prague.
§1
Definitions
1. For the purposes of this partnership a g r e e m e n t the following definitions apply:
a. Project partner (hereinafter referred to as "PP"): any institution financially participating in the
project and contributing to its implementation, as identified in the approved application form. It
corresponds to the term "beneficiary" used in the European Structural and Investment Funds
Regulations.
b. Lead partner: the project partner who takés the overall responsibility for the submission and the
implementation of the entire p r o j e c t according to Article 13 (2) of Regulation (EU) No 1 2 9 9 / 2 0 1 3 .
It corresponds to the term "lead b e n e f i c i a r y " used in the European Structural and Investment
Funds Regulations.
c. Associated partner: any institution/body involved as observer in the project without financially
contributing to it, as identified in the approved project application form.
§2
Subject of the agreement
1. This partnership agreement lays down the arrangements regulating the relations b e t w e e n the LP and
all PPs in order to ensure a sound implementation of the project CE1158, Advancement of the economic
and sociál innovation through the creation of the environment enabling business succession / ENTER-
transfer as in the latest version of the approved application form as well as in compliance with the
conditions for support set out in the European Structural and Investment Funds Regulations, delegated
and implementing acts, the programme rules based thereon and the subsidy contract signed between
the AAA and the LP.
2. The LP and all PPs commit themselves in jointly implementing the project in accordance with the latest
version of the approved application form, with the aim to reach the objectives of the project. This also
includes the commitment to produce qualitative outputs and to achieve the results set in the
application form.
3. The LP and all PPs declare to have carefully read and accepted the legal framework and the other
relevant norms affecting the p r o j e c t . In c a s e that changes in the subsidy c o n t r a c t a f f e c t the partnership
agreement, this document shall be adjusted accordingly.
4. T h e annexes to this partnership agreement form an integrál part of this agreement and comprise inter
alia: copy of the latest version of the approved application form (Annex 1); copy of the subsidy contract
signed b e t w e e n the MA and the L P , including any revision(s) (Annex 2); list of bank accounts of the PPs
(Annex 3).
5. The present partnership agreement serveš also explicitly as written power of attorney of the PP to LP
and authorises the latter to perform the specific duties and responsibilities as set out below.
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§3
Duration of the agreement
This partnership agreement shall enter into force as from the date of the last signatuře of this
agreement. It shall remain in force until the LP has discharged in full its obligations towards the MA -
as provided for in § 4 of the subsidy contract signed b e t w e e n the AAA and the L P .
§4
Partnership
AU PPs entitle the LP to represent the PPs in the project. They commit themselves to undertake all
steps necessary to support the LP in fulfilling its obligations as specified in the subsidy contract signed
between the MA and the LP as w e l l as in this a g r e e m e n t .
§5
Project management: obligations of the lead partner
1. T h e LP shall assume the sole responsibility towards the MA for the i m p l e m e n t a t i o n , management and
coordination of the entire project and fulfil all obligations arising from the subsidy contract.
2. The obligations of the LP are listed in the Subsidy Contract, enclosed to this agreement as Annex 2.
3. In addition, the LP is obliged to:
a. Take all the necessary actions to comply with the requirements indicated in the programme
implementation manuál;
b. In case the p r o j e c t has foreseen to involve PPs located in EU regions outside the CENTRAL EUROPE
area, ensure that the total ERDF expenditure of those PPs does not exceed the limit of 20 % of the
total ERDF project budget;
c . In case the project foresees to implement activities in countries outside the EU territory, ensure
that funds are spent under its and/or its PPs responsibility in order to secure a proper financial
control;
d. Ensure to take all the necessary measures in order to avoid that the subsidy contract is terminated
by the MA and thus to avoid that the partnership is asked to repay the subsidy according to § 18 of
the subsidy contract.
§6
Project management: obligations of the project partners
1. Each PP shall comply with the relevant legal and other requirements under the law w h i c h applies to it,
especially with the European Union s and national legislation as set out in § 1 of the subsidy contract
(Annex 2) and its annexes. Furthermore each PP shall ensure that all necessary approvals (e.g. building
permissions, environmental impact assessment statements) have been obtained.
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In particular, for the part of the p r o j e c t for w h i c h it is responsible, e a c h PP shall ensure:
a. that it is in compliance with re leva nt rules concerning equal opportunities, protection of
environment, financial management, branding, public procurement and State aid;
b. that it is implemented in observation of the rules and procedures set in the programme
implementation manuál (e.g. with regard to monitoring the project physical and financial progress,
recording and storing of documents, written requests for project changes, implementation of
information and publicity measures e t c ) ;
c. that in case of aid granted under the de minimis regime all necessary requirements provided for in
Regulation (EU) No 1407/2013 are r e s p e c t e d by the PP c o n c e r n e d and also, w h e n necessary, by
those bodies benefitting of project activities/outputs.
d. that programme requirements on eligibility of expenditure, as provided for in the implementation
manuál and in line with § 5 of the subsidy c o n t r a c t signed b e t w e e n the MA and the L P , a r e strictly
respected.
2. Each PP confirms, according to the Law on Data Protection 2000, Austrian Federal Law Gazette No.
165/1999 in its valid version, that the MA is entitled to use personál data w h i c h a r e contained in the
approved application form and which are acquired in the organs and authorised representatives of the
following bodies and authorities: national control bodies and bodies and authorities involved in audits
carried out for the programme, European Commission, auditing bodies of the European Union and the
City of Vienna, the Federal Ministry of Finance of the Republic of Austria or any other institution
responsible for conducting audits or controls according to European Union ' s or national laws. In
addition, the MA is entitled to use such data and to share them with other programmes in order to
implement their tasks linked to European anti-corruption policy and to make such data available to
bodies and authorities for evaluation and monitoring purposes.
3. Each PP shall set up a physical and/or electronic archive which allows storing data, records and
documents composing the audit trail, in compliance with requirements described in the programme
implementation manuál. The location of the above mentioned archive is indicated in the programme
electronic monitoring systém and each PP commits itself to promptly inform the LP on any change of
location.
4. Each PP shall give access to the relevant authorities (MA/JS, Audit Authority, Commission Services and
national and EU controlling institutions) to its business premises for the necessary controls and audits,
as further ruled in § 17.
5. Each PP shall ensure that its part of activities to be implemented in the approved project is not fully
or partly financed by other EU Programmes.
6. Each PP shall ensure that the following project and financial management conditions are fulfilled:
a. To timely start as well as to implement the part(s) of the project for which it is responsible in due
time and in compliance with the approved application form ensuring, in quantitative and qualitative
terms, the delivery of its planned project activities, outputs and results;
b. To appoint a local coordinator for the part(s) of the project for which it is responsible and to give
the appointed coordinator the authority to represent the partner in the project so that to ensure a
sound project management;
c. To immediately notify the LP of any event that could lead to a temporary or permanent
discontinuation or any other deviation of the part(s) of the approved project for which the PP is
responsible;
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d. To provide experts or bodies authorised by the Interreg CENTRAL EUROPE Programme carrying out
project evaluations and/or studies with any document or information requested for evaluation
purpose. Information might be provided also through surveys and/or interviews;
e. To promptly react to any request made by the MA/JS through the LP;
f. That expenditure reported to the LP has been incurred for the purpose of implementing the project
and correspond to the activities described in the latest version of the approved application form;
g. That in case one or more output and result targets, as set in the latest approved version of the
application form, are not successfully reached, adequate corrective measures are put in pláce to
ensure the project performance as well as to minimise the impact at programme level (e.g.
adaptation of the project to the changed situation) follówing the procedures specified in the
programme implementation manuál;
h. To immediately inform the LP if costs are reduced or any of the disbursement conditions ceases to
be fulfilled, or circumstances arise w h i c h entitle the MA to r e d u c e payment or to d e m a n d repayment
of the subsidy wholly or in part;
i. To install a separate accounting systém for the settlement of the project and safeguard that the
eligible costs as well as the received subsidies can be clearly identified.
7. In the c i r c u m s t a n c e that any of the PPs is in the situation of undertaking in difficulty, within the
meaning of point 24 (in conjunction with point 20) of the "Guidelines on State aid for rescuing and
restructuring non-financial undertakings in difficulty" (Communication from the Commission No.
2014/C 249/01 of 31.07.2014), the concerned PP is to immediately inform the LP that shall in turn
immediately inform the MA/JS;
§7
Project steering committee
1. For a sound implementation and management of the p r o j e c t , a steering c o m m i t t e e shall be set up in
line with provisions of the programme implementation manuál.
2. The steering committee is the decision-making body of the project and it shall be composed by
representatives of the LP and all PPs duly authorised to represent the respective LP and PP institutions.
It shall be chaired by the LP and it shall m e e t on a regular basis. Associated partners shall be invited
to take part in the steering committee in an advisory capacity. External key stakeholders may also be
invited to take part to one or more meetings in an observer/advisory capacity.
3. The steering committee shall at least:
a. be responsible for monitoring and validating the implementation of the project and the achievement
of the planned results as in the approved application form;
b. perform the financial monitoring of the project implementation and to decide on any budget
changes as in § 11 of this agreement;
c. monitor and manage deviations of the project implementation;
d. decide on project modifications (e.g. partnership, budget, activities, and duration) if needed;
e. be responsible for the settlement of any disputes within the partnership (as stipulated in § 22 of this
agreement);
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4. Further aspects, including the creation of sub-groups or task forces, may be set out in the rules of
proceduře of the steering committee.
§8
Financial management and accounting principles
In line with § 6 of this a g r e e m e n t , e a c h PP is responsible towards the LP for guaranteeing a sound
financial management of its budget as indicated in the latest version of the approved application form,
and pledges to release its part of the co-funding. To this purpose, a separate accounting systém must
be set in pláce.
§9
Reporting and requests for payment
1. Each PP may only request, via the LP, payments of the contribution from the European Regional
Development Fund (hereinafter referred to as ERDF) by providing proof of progress of its respective
part(s) of the project towards the achievement of the outputs and results as set in the approved
application form, in compliance with the principle of sound financial management (as determined by
the principles of economy, efficiency and effectiveness) and by demonstrating the utility derived from
any purchases. To this purpose, each PP commits to providing the LP with complete and accurate
information needed to draw up and submit progress and finál reports and, where possible, the main
outputs and deliverables obtained in line with the approved application form. The reporting periods,
spending targets and reporting deadlines are laid down in the overview table annexed to the subsidy
contract.
2. In addition, in order to allow the LP to submit to the MA payment r e q u e s t s , e n c l o s e d to the progress
reports every PP shall submit to the LP its certificates confirming the eligibility of expenditure,
following verifications performed according to § 10.
3. In order to m e e t the deadlines mentioned in § 9 . 1 , e a c h PP commits itself to d e l i v e r to the LP the
necessary information and documents 30 working days before the deadline set in the subsidy contract
for submitting the concerned progress report.
4. Requests for postponement of the reporting deadline may be granted only in exceptional and duly
justified c a s e s . T h e y shall be asked by the LP to the MA via the JS at the latest one w e e k prior to the
due deadline.
5. In line with § 11.6 of the subsidy c o n t r a c t , the LP shall confirm that the expenditure reported by e a c h
PP has been incurred by the PP for the purpose of implementing the project, that it corresponds to the
activities laid down in the approved application form and that it has been verified by its national
controller.
6. If the LP casts doubts on the project r e l e v a n c e of any expenditure items c l a i m e d by a PP, the LP shall
clarify the issue with the concerned PP with the aim of finding an agreement on the expenditure to be
claimed and the corresponding activities to be reported as p r o j e c t - r e l e v a n t . In the c a s e that such
agreement cannot be found, the proceduře as stated in the implementation manuál will be followed.
7. Payments not requested in time and in full or non in compliance with the payment schedule as indicated
in the overview table of reporting targets and deadlines annexed to the subsidy contract may be lost.
In c a s e of d e c o m m i t m e n t of funds § 18.4 applies.
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8. In order to proceed with the analysis of progress and finál reports, e a c h PP must provide additional
information if the LP or the MA/JS deem that necessary. Additional information requested by the AAA/JS
are to be collected and sent by the LP within the demanded time frame.
9. T h e MA reserves the right not to a c c e p t - in part or in full - c e r t i f i c a t e s of expenditure as described in
§ 10 of this agreement, in line with provisions of § 6.4 of the subsidy contract.
10. Following the approval of the progress report by the MA/JS and the respective ERDF funds have been
transferred to the LP account, the LP shall forward the respective ERDF share to each PP without any
delay and in full to their bank accounts as indicated in Annex 3. Bank accounts shall be whenever
possible specific for the project and shall provide for registration in Euro (EUR; €) of total expenses
(expenditure) and of the return (income) related to the project. Changes of the account number shall
be duly notified to the LP.
11 . T h e maximum a c c e p t a b l e delay for transferring the ERDF to the PPs is of 15 working days. In e x c e p t i o n a l
and duly justified cases, LPs which are public authorities may benefit from an extension of the
aforementioned deadline in order to comply with internal administrativě procedures in transferring
public funds. In case of unjustified delays in the transfer of ERDF funds to the PPs which a r e imputable
to the LP, the PPs may claim interest rates which the LP shall exclude from the approved project
budget.
12.The LP shall provide all PPs with copies of any report and documentation submitted to the MA/JS and
keep the PPs informed about all relevant communication with MA or J S , in line with § 11.8 of the subsidy
contract.
13.Details on the contents of the reports on the verification of expenditure, on the reimbursement of
funds and on the related procedural rules are laid out in the programme implementation manuál, the
contents of which each PP accepts.
§ 10
Verification of expenditure
1. Each progress report submitted by the LP to the MA via the JS must be a c c o m p a n i e d by c e r t i f i c a t e s
confirming the eligibility of expenditure included in the report by the LP and the PPs. Certificates of
expenditure must be issued by national controllers as referred to in Article 23 (4) of Regulation
1299/2013 according to the systém set up by each Member State and in compliance with the
requirements set by the legal framework listed in §1 of the subsidy contract. Certificates of expenditure
shall be accompanied by the compulsory elements presented in the programme implementation manuál
(i.e., the control report and checklist).The project partners shall deliver all necessary documents in
order to enable the LP to fulfil its obligations. To this end, the partnership may agree on internal rules
and delivery procedures.
2. National controllers will base their work on the rules provided by each Member State and the
requirements set in the respective EC Regulations and in the programme implementation manuál.
3. PPs from countries having set a decentralised control systém ensure that controllers were selected in
accordance with the systém set up by each Member State and they meet the requirements of
qualification and independence presented in the programme implementation manuál. Furthermore,
these PPs acknowledge that the MA reserves the right, after a g r e e m e n t with the national responsible
institution, to require that the controller directly selected by a PP is replaced if considerations, which
were unknown when the subsidy contract was signed, cast doubts on the controller's independence or
Professional standards.
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4. Each PP is to notify to the LP on its national controllers that, in accordance with the systém set up by
each Member State, shall carry out the verification of the expenditure of the PP. National controllers
are identified in the supplementary Information section of the programme electronic monitoring
systém.
5. Any change of control authority/institution or name of controller(s) shall be duly notified to the LP who
has subsequently to notify the MA via the J S .
§ 11
Project changes
1. Changes in budget allocations per budget lineš, work packages and partner as w e l l as changes in
activities/outputs and project duration are allowed as long as the maximum amount of funding awarded
is not exceeded, if provisions related to State aid disciplině are respected and if they follow the
conditions and procedures as set out in the implementation manuál.
2. With regard specifically to budget changes, e a c h PP may only apply changes in its approved budget if
they comply with the flexibility rules stated in the programme implementation manuál and if prior
approval from the LP or the programme bodies has been provided, as appropriate. To this purpose,
each PP shall timely inform the LP on any request of revision of its budget in respect to its originál
commitment.
3. The contribution of the LP and each PP are clearly defined in the approved application form. Changes
in the project partnership require the approval of the programme bodies as outlined in the programme
implementation manuál.
4. In case of changes in the partnership, this partnership agreement shall be a m e n d e d accordingly and
signed by the LP and the PPs, including the new PP if applicable.
§ 12
Publicity, communication and branding
1. T h e LP and the PPs shall ensure a d e q u a t e promotion of the p r o j e c t both towards potential beneficiaries
of the project results and towards the generál public.
2. Unless the MA requests o t h e r w i s e , e a c h PP shall ensure that any notice or publication made by the
project, including presentations at conferences or seminars, shall point out that the project was
implemented through financial assistance from ERDF funds and the Interreg CE Programme as required
by Annex XII to Regulation (EU) 1 3 1 3 / 2 0 1 3 . All information, communication and branding measures of
the project shall be carried out in accordance with the aforementioned rules, the latest version of the
approved application form, the programme implementation manuál and any other guidelines issued by
the programme on the matter. The LP shall provide the PPs with relevant documents and any
programme guidelines.
3. The LP must ensure that all the PPs and itself respect the additional branding requirements as laid
down in the programme implementation manuál which forms an integrál part of this agreement.
4. Each PP shall ensure that any notice or publication relating to the project made in any form and by any
means, including the Internet, states that it only reflects the author s view and that the programme
authorities are not liable for any use that may be made of the information contained therein.
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5. AU PPs also takés the full responsibility for the content of any notice, publication and marketing product
provided to the MA w h i c h has been developed by the PPs or third parties on behalf of the PPs. T h e PPs
are liable in case a third party claims compensation for damages (e.g. because of an infringement of
intellectual property rights). T h e PPs will indemnify the LP in c a s e the LP suffers any damage because
of the content of the publicity and information materiál.
6. Each PP shall comply with all publicity, commúnication and branding obligations (e.g. on the use of the
programme logo, information requirements, organisation of events etc.) as further specified in the
programme implementation manuál.
7. The LP and each PP authorise the programme authorities to publish, in any and by any means, the
following information:
a. the name of the LP and its PPs;
b. contact data of project representatives;
c. the project name;
d. the summary of the project activities;
e. the objectives of the project and the subsidy;
f. the project start and end dates;
g. the ERDF funding and the total eligible cost of the project;
h. the geogřaphical location of the project implementation;
i. abstracts of the progress reports and finál report;
j. whether and how the project has previously been publicised.
8. T h e MA is entitled to furthermore use t h e s e data for information and commúnication purposes as listed
in Annex XII of Regulation (EU) No 1 3 0 3 / 2 0 1 3 .
9. T h e MA on behalf of the MC and of other programme promoters at national level is entitled to use the
outputs of the project in order to guarantee a wide spreading of the project deliverables and outputs
and to make them available to the public. All PPs a g r e e that the outputs a r e forwarded by the MA to
other programme authorities as well as the Member States taking part in the programme to use this
materiál to showcase how the subsidy is used. For the purpose of meeting the objectives as set out in
§ 9.1 of this a g r e e m e n t , e a c h PP shall provide e v i d e n c e of the deliverables and outputs produced as
further specified in the implementation manuál.
10. Any commúnication campaign, media appearance or other publicity of the project shall be
communicated to the MA/JS for potential website updates or šhowcases.
§ 13
Assignment, legal succession
1. PPs in exceptional cases and in w ě l l - f o u n d e d c i r c u m s t a n c e s are a l l o w e d to assign their duti es and rights
under this agreement only after prior written consent of the programme bodies and in compliance with
the proceduře specified in the programme implementation manuál.
2. Where according to national laws the legal personality does not change and w h e r e all assets of a PP
are taken over so that a deterioration of the financial capacity of the acquiring institution is not to be
expected (i.e. in cases of universal succession) prior consent by the programme bodies is not necessary.
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However, the concerned PP shall submit in due time to the M A / J S via the LP related information
together with all documents that are necessary to analyse the legal c a s e . If the M A / J S comes to the
conclusion the conditions as stated above are not fulfilled (e.g. in cases of a singulár succession), the
LP will be informed that a partner change proceduře as stated in § 13.1 has to be initiated.
3. In case of assignment or any form of legal succession of any PP, the PP c o n c e r n e d is obliged to assign
all rights and obligations and all project related documents to each and any assignee or legal successor.
Related reports to the MA/JS as requested in the programme documents have to be forwarded by the
LP.
4. In case § 13.1 applies, the present agreement shall be a m e n d e d accordingly.
§ 14
Cooperation with third parties and outsourcing
1. In the event of outsourcing, the PPs must obey community, national and programme rules on public
procurement and shall remain the sole responsible parties towards the LP and, through the LP, to the
MA concerning c o m p l i a n c e with their obligations by virtue of the conditions set forth in this agreement
including its annexes.
2. In case of financial involvement of associated partners, this must not e n t e r in conflict with public
procurement rules. Expenditure incurred by the associated partners shall be finally borne by any of the
PPs or by the LP in order to be considered as eligible and on condition that this is allowed by national
or programme rules.
§ 15
Liability
1. According to § 10 of the subsidy c o n t r a c t , the LP bears the overall financial and legal responsibility for
the project and for the PPs towards the MA and third parties.
2. Within the partnership, each party to this agreement shall be liable to the other parties and shall
indemnify and hold harmless such other party for and against any liabilities, damages and costs resulting
from the non-compliance of its duties and obligations as set forth in this agreement and its annexes or
of other legal norms. Eventual repayment of undue funds by the PPs to the LP, for which the LP is liable
towards the MA is ruled in § i 8 of the present a g r e e m e n t .
3. The LP shall assume sole liability towards third parties, including liability for damage or injury of any
kind sustained by them while the project is being carried out as stipulated in § 10.11 of the subsidy
contract. The LP is entitled to subrogate against the PP that caused the damage. The PP causing damage
shall be liable to the LP therefore.
4. T h e parties to this agreement a c c e p t that the MA cannot be under any c i r c u m s t a n c e s or for any reason
whatsoever held liable for damage or injury sustained by the staff or property of the LP or any PP while
the project is being carried out. No claims c a n be a c c e p t e d by the MA for compensation or increases in
payment in connection with such damage or injury.
5. No party shall be held liable for not complying with obligations ensuing from this a g r e e m e n t in case of
force majeure as described in § 24 of this agreement.
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§ 16
Non-fulfilment of obligations
1. Each PP is obliged to promptly inform the LP and provide all necessary details should t h e r e be events
that could jeopardise the implementation of the project.
2. Each PP is directly and exclusively responsible towards the LP and the other PPs for the due
implementation of its part(s) to the project as described in the approved application form as well as
for the proper fulfilment of its obligations as set out in this agreement. Should a PP not fulfil its
obligations under this agreement in due time, the LP shall admonish the PP to fulfil such obligations
within reasonable deadlines set by the LP. The LP shall make any effort in resolving the difficulties,
including seeking the assistance of the AAA/JS. Should the non-fulfilment continue, the LP may decide
to exclude the PP c o n c e r n e d from the p r o j e c t prior approval of the other PPs. T h e MA and JS shall be
immediately informed of such an intended decision.
3. The excluded PP is obliged to refund to the LP any programme funds received for which it cannot prove
that, on the day of exclusion, ERDF received for the project was used for activities carried out, and
deliverables/outputs obtained, for the benefit of the project and that such activities and
deliverables/outputs can be used for the further implementation of the project. The excluded PP is
liable to compensate any damage to the LP and the remaining PPs due to its exclusion.
4. The excluded PP has to keep documents for audit purposes according to what stated in § 6.3 of this
agreement.
5. The LP and all PPs herewith oblige themselvés to compensate each other for those damages that may
result from intentional or gross negligence, non-performance or mal-performance of any of their
obligations under the present agreement.
6. In c a s e of non-fulfilment of PP obligations having financial consequences for the funding of the project
as a whole, the LP may demand compensation from the responsible PP to cover the sum involved.
§ 17
Financial controls, audits
1. T h e European Commission, the European Anti-Fraud Office (OLAF), the European Court of Auditors
(ECA) and, within their responsibility, the auditing bodies of the participating EU Member States or
other national public auditing bodies as w e l l as the Programme Audit Authority, the MA and the JS are
entitled to audit the proper use of funds by the LP or by its PPs or to arrange for such an audit to be
carried out by authorised persons. The LP and PPs will be notified in due time about any audit to be
carried out on their expenditure.
2. Each PP undertakes all the necessary actions to comply with the fundamental requirements indicated
in this agreement, the subsidy contract, the applicable laws and programme documents (application
and implementation manuals), which are an integrál part of this agreement, to provide for
comprehensive documentation on compliance with those norms and the accessibility to this
documentation in line with § 6.4.
Besides the obligations with regard to reporting and information each PP particularly:
a. Keeps all documents and data required for controls and audits safety and orderly;
b. Makes all necessary arrangements to ensure that any audit, notified by a duly authorised institution
as indicated in § 17.1 can be carried out smoothly; and
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c. Provides any requested information to these institutions about the project and gives access to their
business premises, provides and gives access to all the information and documents supporting the
audit trail as requested in the European Structural and Investment Funds Regulations, delegated and
implementing acts and the programme implementation manuál.
3. Each PP shall promptly inform the LP about any audits that have been carried out by the bodies
mentioned in § 17.1 of this agreement.
4. If, as a result of the controls and audits any expenditure is considered non eligible according to the
regulátory framework as in § 1 of the subsidy contract, the proceduře described in § 18 and 9.9 of this
agreement shall apply.
§ 18
Withdrawal or recovery of unduly paid-out funds, decommitment of
funds
1. Should the MA in a c c o r d a n c e with the provisions of the subsidy c o n t r a c t , the implementation manuál
and § 9.9 of this agreement, demand the repayment of subsidy already transferred to the LP, every PP
is obliged to transfer its portion of undue paid out amount to the LP in compliance with Article 27(2)
of Regulation (EU) No 1 2 9 9 / 2 0 1 3 . T h e LP s h a l l , without delay, forward the letter by w h i c h the MA has
asserted the repayment claim and notify every PP of the amount repayable. Alternatively and when
possible, the repayment amount will be offset against the next payment of the MA to the LP or, w h e r e
applicable, remaining payments c a n be s u s p e n d e d . In case repayment is d e e m e d as necessary, this
repayment is due within one month following the d a t e of the letter by w h i c h the MA asserts the
repayment claim to the LP. The LP shall be entitled to set an internal deadline to the concerned PPs
in order to m e e t the MA requests. T h e amount repayable shall be s u b j e c t to interest according to §
13.3 of the subsidy contract. Further provisions of the subsidy contract shall apply by analogy.
2. In case the PP does not repay the LP the irregular amounts by the deadline specified in the recovery
letter, the LP informs the MA without delay. In duly justified c a s e s , the MA informs the Member S t a t e ,
on whose territory the PP concerned is located in order to recover the unduly paid amounts from this
Member State. Therefore, the respective Member State is entitled to claim the unduly paid funds that
have been reimbursed to the MA from the PP.
3. In c a s e that no PP c a n be held responsible for the request for r e p a y m e n t , the amount to be repaid shall
be apportioned between all PPs pro rata to their project budget share.
4. Bank charges incurred by the repayment of amounts due to the MA via the LP shall be borne entirely
by the concerned PPs.
5. If decommitment of funds apply in c o m p l i a n c e with § 9.7 and provisions of the programme
implementation manuál, the PPs herewith agree that the deduction shall be imputed to those PPs that
have contributed to the decommitment of funds unless a different decision is taken by the MC.
Deduction of funds shall be done in a way not to jeopardise future involvement of PPs and
implementation of activities.
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§ 19
Ownership - Use of outputs
1. Ownership, title and industrial and i n t e l l e c t u a l property rights in the results of the p r o j e c t and the
reports and other documents relating to it shall, depending on the applicable national law, vest in the
LP and/or its PPs.
2. Where several members of the partnership (LP and/or PPs) have jointly carried out work generating
outputs and where their respective share of the work cannot be ascertained, they shall have joint
ownership on it/them.
3. In case of joint ownership, the following provisions shall apply:
Project partners agree that all developed project outputs shall be made publically available and
that the Lead partner shall take over exclusive and full responsibility for the coordination,
sustainability and transferability of the matchmaking tool (D.T.3.1.1) and business succession
toolbox (D.T.4.2.5), including their further operation, proprietorial rights and related economic
aspects (e.g. financing, audits).
These provisions shall be in line with § 26.7 of this Agreement.
4. The ownership of outputs having the character of investments in infrastructure or productive
investments realised within the project must remain with the concerned LP and/or PPs according to
the timeframe as w e l l as under the conditions set in Article 71 of Regulation (EU) No 1 3 0 3 / 2 0 1 3 . Should
any of the conditions set by the mentioned Regulation not be met at a certain point of time, the MA/JS
must be immediately informed by the c o n c e r n e d LP or PP. T h e MA w i l l recover the unduly paid ERDF
contribution in prpportion to the period for which the requirements have not been fulfilled.
5. Each PP shall respect all applicable rules and the basic principles related to competition law as w e l l as
the principles of equal treatment and transparency within the meaning of the funding regulations and
it ensures that no undue advantage, i.e. the granting of any advantage that would undermine the basic
principles and political objectives of the funding regime, is given to anybody. Outputs and results,
especially studies and analyses, produced during project implementation are made available to the
generál public free of eharge and can be ušed by all interested persons and organizations in the same
way and under the same conditions as by the LP or its PPs.
6. T h e MA reserves the right to use the outputs and results for Information and communication actions in
respect of the programme. In c a s e there a r e pre-existing intellectual and industrial property rights
which are made available to the project, these are fully respected.
7. Any income generated by the intellectual property rights must be managed in compliance with the
applicable EU, national and programme rules on-revenues and State aid.
§20
Revenues
1. Earnings generated during the project implementation through the sales of products and m e r c h a n d i s e ,
participation fees or any other provisions of services against payment must be deducted from the
amount of costs incurred by the project in line with Art 6i of Regulation 1303/2013 and stipulations in
the programme implementation manuál.
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2. The LP and each PP are responsible for keeping account and documenting all revenues generated,
following project activities, for control purposes.
§21
Confidentiality
1. Although the nature of the implementation of the project is public, information exchanged in the
context of its implementation between the LP and the PPs, the PPs themselves or the MA/JS shall be
confidential.
2. The LP and the PPs commit to taking measures to ensure that all their respective staff members
involved in the project respect the confidential nature of this information and do not disseminate it,
pass it on to third parties or use it without prior written consent of the LP and the PP institution that
provided the information.
§22
Disputes between partners
1. In c a s e of dispute b e t w e e n the LP and its PPs or among PPs, presumption of good faith from all parties
will be privileged.
2. Should a dispute arise between the LP and its PPs or among PPs, the affected parties will endeavour to
find a solution on an amicable way. Disputes will be referred to the project steering committee in order
to reach a settlement.
3. The LP will inform the other PPs and may, on its own initiative or upon request of a PP, ask advices to
the MA/JS.
4. Should a compromise through mediation in the framework of the project steering committee not be
possible, the parties herewith agree that Slovák Republic shall be the venue for all legal disputes arising
from this agreement.
§23
Working language
The working language of the partnership shall be English.
1. Any official internát document of the p r o j e c t and all commúnication to the M A / J S shall be made
available in English, being the official language of the Interreg CE Programme.
2. T h e present agreement is concluded in English. In c a s e of translation of the present agreement into
another language, the English version shall be the binding one.
§24
Force majeure
1. Force m a j e u r e shall m e a n any unforeseeable and exceptional event affecting the fulfilment of any
obligation under this agreement, which is beyond the control of the LP and PPs and cannot be overcome
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despite the ir re asonable e nde avours. Any de fault of a product or se rvice or de lays in making the m
available for the purpose of pe rforming this agre e me nt and affe cting the proje ct pe rformance ,
including, for instance , anomalie s in the functioning or pe rformance of product or sěrvice s, labour
disputes, strike s or financial difficultie s do not constitute force maje ure .
2. If the LP or PPs are s u b j e c t to force m a j e u r e liable to a f f e c t the fulfilme nt of i t s / t h e i r obligations
under this a g r e e m e n t , the LP shall notify the MA via the J S without de lay, stating the nature , like ly
duration and fore se e able e ffe cts.
3. Ne ithe r the LP nor the PPs shall be conside re d to be in bre ach of the ir obligations to e xe cute the proje ct
if it has be e n pre ve nte d from complying by force maje ure . Whe re LP or PPs cannot fulfil the ir
obligations to e x e c u t e the proje ct due to force m a j e u r e , grant for a c c e p t e d e ligible e xpe nditure
occurred may be made only for those activitie s which have actually be e n e xe cute d up to the date of
the e ve nt ide ntifie d as force maje ure . All ne ce ssary me asure s shall be take n to limit damage to the
minimum.
§25
Lapse of time
1. Le gal proce e dings conce rning any issue e nsuing from this a g r e e m e n t may not be lodge d be fore the
courts more than thre e ye ars after the claim was constitute d unle ss the chose n applicable law as in §
26.7 of this agre e me nt state s diffe re ntly.
§26
Concluding provisions
1. All cite d laws, re gulations and programme docume nts me ntione d in this agre e me nt are applicable
in the ir curre ntly valid version.
2. If any provision in this agre e me nt should be wholly or partly i n e f f e c t i v e , t h e partie s to this
agreement unde rtake to re place the ine ffe ctive provision by an e ffe ctive provision which come s
as close as possible to the purpose of the ine ffe ctive provision.
3. In case of matte rs that a r e not rule d by this a g r e e m e n t , the partie s agre e to find a joint solution.
4. Ame ndme nts and supple me nts to this agre e me nt must be in w r i t t e n form and have to be indicate d
as such. Conse que ntly, any change s of this agre e me nt shall only be e ffe ctive if the y have be e n
agreed on in writing and have be e n de signate d as amendment of or supple me nt to the agre e me nt.
5. T he LP and all PPs ensure that in c a s e of modification of provisions mentioned in § 1 of the subsidy
contract, update d rights and obligations de rive d the re of shall apply.
6. Any costs, fe e s or taxe s not e ligible or any othe r dutie s arising from the conclusion or the
implementation of this agre e me nt shall be borne by the LP and PPs.
7. This agreement is governed by and construe d in accordance with the laws of the Slovák Re public.
Thus, the laws of the Slovák Re public shall apply to all le gal re lations arising in conne ctions with
this agre e me nt.
8. To the e f f e c t of this a g r e e m e n t , the PPs shall irrevocably choose domicile at the ir addre sse s state d
in the partne r se ction of the application form (Anne x 1 to this agre e me nt) whe re any official
notifications can be lawfully se rve d.
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9. Any change of domicile shall be forwarded by the concerned PP to tne LP within 15 days following
the change.
10. The present agreement must be signed by the LP and all PPs and evidence of the occurred signatuře
has to be provided at the latest within three month after the entering into force of the subsidy
contract between the MA and the LP, following the procedures described in the implementation
manuál. The MA reserves the right to check the partnership agreement in order to verify that it
has been signed and that it is in conformity with the minimum requirements as provided for in §
10.2 of the subsidy contract and as set by the template of partnership agreement made available
by the programme.
11. The present agreement is signed on bilateral basis between the LP and 7 PPs. The LP shall keep
one counterpart of each signed agreement and each of the PPs shall keep the other counterpart.
All signed bilateral agreements are mutually interlinked, equally valid and legally binding for all
participating parties.
Drawn up at Bratislava, Slovák Republic
Partner 3
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Annexes:
Annex 1: latest version of the approved application form (including its annexes)
Annex 2: copy of the subsidy contract signed between the MA and the LP, including any revision(s)
Annex 3: list of PP's bank accounts
Annex 4: list of indicators by partners
The following documents, which are an integrál part of this agreement, can be downloaded from the
programmes internet web page: www.interreg-central.eu:
Application manuál for the call in which the project has been approved;
Implementation manuál
Any EU legislation mentioned in this agreement can be downloaded from http://eur-lex.europa.eu
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ANNEX 3 - List of PP's bank account
Project information
Title: Interreg CENTRAL EUROPE, ENTER-transfer, Advancement of the
economic and sociál innovation through the creation of the
environment enabling business succession
Number: CE1158
Owner of the bank account
Name: Vysoká škola ekonomická v Praze, Fakulta managementu v Jindřichově
Hradci
Address: Jarošovská 1117/11
Jindřichův Hradec
377 01
Bank account information
Name of the bank
institution:
Address:
Bank account
number:
Account code:
Account currency: CZK
SWIFT:
IBAN:
Jméno a podpis statutárního zástupce
