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This Partnership Cooperation Framework Agreement (hereinafter referred to as the “Agreement”) has been entered into on 19.October 2022 in Vilnius by and between: Asociacija "INFOBALT", an information, communication and technology sector association incorporated and organized under the laws of Lithuania, legal entity code 122361495, registered address A. Goštauto str. 8-313, Vilnius, Republic of Lithuania (hereinafter referred to as “INFOBALT”), represented by its director Mindaugas Ubartas, acting in accordance with the Articles of Association of INFOBALT, and Majandus- ja Kommunikatsiooniministeerium, a legal entity incorporated and organized under the laws of Estonia, legal entity code 70003158, registered address Suur-Ameerika 1, 10122, Tallinn, Republic of Estonia (hereinafter referred to as “Partner”), represented by its Deputy Secretary General for Transport in the capacity of Secretary General, Ahti Kuningas, acting in accordance with the Articles of Association of Partner, INFOBALT and Partner are hereinafter together referred to as the “Parties”. WHEREAS: A. The Support Fund for the Northern Dimension Partnership on Transport and Logistics (the “NDPTL Fund”) was established on 10 December 2012 and is managed and administered in accordance with the Rules of the Support Fund for the Northern Dimension Partnership on Transport and Logistics (the “NDPTL Fund Rules”); B. The Nordic Investment Bank (the “NIB”) is the implementing and contracting agency and NIB of the NDPTL Fund. C. INFOBALT is selected to implement a project to identify and propose solutions to the legal and ICT infrastructure challenges surrounding the implementation and use of the standardised digital version of the international consignment notes (the e-CMR protocol of the 1956 UNECE Convention on the Contract for the International Carriage of Goods by Road (CMR Convention)) (the “e-CMR”) in the NDPTL area (the “Project”), as described in Annex 1 (the Project Description). Moreover, the Project will facilitate linkages between the Nordic-Baltic, pan-Baltic and national digital initiatives by providing concrete eCMR solutions further in the region and paving the way for collaboration between industry and governmental agencies. The Project will ensure the compatibility between the digital tools implementing eCMR and the EU eFTI regulation; D. INFOBALT for the implementation of the Project has involved 9 Project Partners: Ministry of Economic Affairs and Communications (Estonia), Digilogistika Keskus, Transport Innovation Association, LIKTA, IBA project (represented by Vediafi Ltd on behalf of VTT Technical Research Centre of Finland, Vediafi Ltd and GoSwift), Polish Chamber of Commerce for Electronics and Telecommunications (KiGEIT), Aalborg university, Ministry of Transport (Latvia), Ministry of Transport and Communication (Lithuania), including the Partner. Thus, Parties are concluding the following Agreement in regard to establishing the main cooperation framework during the implementation of the Project. E. The basis of the commercial cooperation partnership between both Parties is to build mutual trust, convention and tacit understanding in cooperation. Improvement of efficiency and joint development are the objective and fundamental interests of the cooperation between both Parties regarding the implementation of the Project. Page | 1 THEREFORE, THE PARTIES AGREE ON THE FOLLOWING: 1. Definitions 1.1. Words and phrases have the same meanings as they are indicated in the Grant Agreement, except whenever words and phrases, used in this Agreement, unless the context otherwise requires, and are not subject to the Grant Agreement, shall have the following meanings: 1.1.1. “Project Proposal” means the proposal which was submitted by INFOBALT and partners to NIB in order to get awarded for the implementation of the Project. 2. Subject Matter of the Agreement 2.1. The subject matter of this Agreement is services on the subject of involvement in making a study on eCMR readiness, implementation roadmap and declaration, furthermore, organisation of further development of eCMR prototype, regularly participating in outreach activities and dissemination activities. 2.2. With effect from the signing date, INFOBALT, as a Lead Partner, hereby appoints the Partner, as a Supporter in the Work Packages No. 2-4 during the implementation of the Project, for the purpose of carrying out the assignment and the provision of the services (the “Services”) stated in the Project Proposal as detailed in the Project Application Form "Project Proposal: NDPTL GOES REAL TIME ECONOMY: eCMR SOLUTION" attached hereto (the “Scope of Work”) and the Partner agrees to such appointment for such consideration as set out in Clause 3 below. The Partner agrees that specified portions of the Scope of Work have been distributed among the members of the Project Partners. 3. Scope of Work 3.1. The Services to be provided by the Partner under this Agreement is based on the terms of reference as set out in the Grant Agreement concluded between INFOBALT and NIB on 20 July 2022 (the “Grant Agreement”). 3.2. The approach and methodology outlined in the Grant Agreement and its annexes and scope of work outlined in the Project Proposal shall be used for the purposes of any interpretation of the Scope of Work. 3.3. Unless INFOBALT or NIB instructions are later amended and agreed between the Parties in writing in accordance with Applicable Laws, the Services to be provided by the Partner will be restricted to that set out in the Grant Agreement. 3.4. Amendment(s) to the Scope of Work as set out in the Grant Agreement shall be done in accordance with Clause 11.3 of Annex 2 to the Grant Agreement. 3.5. The Partner acknowledges, understands and accepts the Scope of Work and the Services and that although INFOBALT shall have overall responsibility for providing Services in accordance with this Agreement, each member of the Project Partners is jointly and severally responsible and liable with respect to the specific work/deliverables assigned to them in terms of the Grant Agreement and the Project Proposal to be submitted in terms of Annex No 1 of this Agreement. 3.6. Without limiting the generality of what is said elsewhere in the Grant Agreement, Project Proposal and other related documents, the Partner specifically warrants, undertakes and covenants that: Page | 2  3.6.1. In collaboration with other Partners, it shall implement the Project with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and practices; 3.6.2. To support the development of the eCMR platform across NDPTL countries by disseminating information, promoting benefits of eCMR, reaching out to and strengthening cooperation with related stakeholders; 3.6.3. To provide an input for and involved in a study on eCMR readiness, implementation roadmap and declaration; 3.6.4. Actively participate and contribute to in the outreach and dissemination activities regarding the implementation of the Project, including but not limited to providing the support to the implementation of the Project at state level; 3.6.5. To contribute during the realisation of the Project's Work Package No. 2 in Activity No. 1 as a Supporter, including but not limited to providing assistance during a comprehensive study/overview of the legal framework for the application of eCMR across the NDPTL countries, a contribution during submission of the analysis of conditions for eCMR application, availability and feasibility between the EU countries etc.; 3.6.6. To contribute during the realisation of the Project's Work Package No. 2 in Activity No. 3 as a Supporter, including but not limited to ensure that the data is collected during the analyses, the conclusions would be used not only in the framework of this project, but they would continue the implementation of eCMR in NDPTL countries, as well as contribution during the review of necessary funding needs and possible funding mechanisms (national, regional, EU, public or private); 3.6.7. To contribute during the realisation of the Project's Work Package No. 3 in Activity No. 2 as a Supporter, including but not limited to the further development of the existing eCMR prototype developed within projects DIGINNO, DINNOCAP and DIGINNO-Proto; 3.6.8. To contribute during the realisation of the Project's Work Package No. 4 in Activity No. 2 as a Supporter, including but not limited to the dissemination of the information about the benefits of using eCMR for businesses and governments, supporting a Hackathon with NDPTL branding awareness for young teams to create B2B solutions using the eCMR pilot version; 3.6.9. As the project will be implemented with 3 dedicated Work Packages, the Partner undertakes to perform and comply with all prescribed activities related to the particular Partner's activity under the Record of Procedure; 3.6.10. To comply with all reporting obligations under the following deadlines: - To submit an interim report no later than 31st October 2022; - To submit a final report no later than 1st July 2023. The report must contain all the expenses and no expenses of a later date will be accepted; - To comply with all other terms for the submission of reports set out in this Agreement and in the Grant Agreement. 3.7. INFOBALT undertakes to: 3.7.1. Put all its reasonable efforts in order to cooperate during the implementation of the Project; 3.7.2. Ensure smooth communication between Project Partners and NIB and forward the received information to the Partner as soon as it is possible; 3.7.3. Comply with all reporting obligations as set out in this Agreement and in the Grant Agreement. 3.8. The Parties undertake to complete in collaboration with other Partners all of the Project Activities by 1st July 2023. 4. Reward Page | 3 4.1. The Parties have agreed that the reward inclusive of all applicable taxes for the assignments in the Project, dedicated to the Partner, shall be: 4.1.1. EUR 5 000 reward for the contribution in the Work Packages No 2 Activity No 1; 4.1.2. EUR 2 000 reward for the contribution in the Work Packages No 2 Activity No 2. 4.2. In total, INFOBALT undertakes to pay the Partner reward of EUR 7 000 (the "Reward") by 3 (three) separate payments. Payments are concluded in three installments: 1) advance payment of EUR 2 800; 2) up to EUR 2 100 after the first reporting period; 3) up to EUR 2 100 after the final reporting is accepted. 4.3. INFOBALT is undertaking to make a payment of the Reward to the Partner no later than 14 (fourteen) calendar days after receiving the payments from NIB, under the terms and conditions specified in Clause 2.3. of the Grant Agreement. 4.4. Cases of reduced financing by NIB, while INFOBALT has the right not to make a payment to the Partner or to make proportion deduction from the Reward, shall consist of the following: 4.4.1. The Partner fails the reporting obligation set out in Clause 3.6.10; 4.4.2. The Partner's provided financial reports are not concluded properly, thus NIB refuses them to validate; 4.4.3. One or more of the Project Partners fails to comply with the obligations set forth in the Grant Agreement and in the Partnership Cooperation Framework Agreement, which leads to a failure of the Work Packages aims. 4.5. All payments under this Agreement shall be made to the invoicing party namely, NIB, approved under Schedule 3 of the Grant Agreement, provided that the invoices will be raised by the individual members of the Project Partners, which shall be clubbed together by INFOBALT into a single invoice indicating the share of each individual member of the Project Partner. 4.6. If NIB seeks to vary the Scope of Work, the Project Partners shall discuss such matters mutually and any changes to the Scope of Work will be agreed upon between the INFOBALT and NIB in writing, subject to a mutual agreement on a change in Reward and the respective timelines for completion, which will be subsequently recorded by way of an amendment to the Grant Agreement as well as to this Agreement. 5. Project Administration 5.1. The Partner shall comply with all the terms, regulations, rules, and requirements of NIB and INFOBALT during the term of the Agreement. 5.2. Any notice, request or consent made by either Party pursuant to this Agreement shall be in writing and shall be deemed to have been made when delivered in person to an authorized representative of the Party to whom the communication is addressed, or when sent by registered mail, telex, telegram, or facsimile to such Party at the address specified in the Agreement. 5.3. INFOBALT shall provide prompt written notice to Project Partners whenever INFOBALT observes or otherwise becomes aware (or observation or awareness has been made by NIB) of any matter, which may substantially affect the Project Partner's performance of the Services under the Grant Agreement, including this Agreement. Page | 4 5.4. INFOBALT shall have unrestricted access to all plans, drawings, specifications, designs, reports, presentations and other documents produced by the Project Partners during the term of this Agreement and submitted to NIB for the purposes of the assignment under the Grant Agreement. The Project Partners, shall no later than 5 (five) business days, deliver copies of all such documents to INFOBALT upon request from NIB. 6. Representations and Warranties 6.1. Parties represent and warrant that: 6.1.1. It has the full right, power, and authority to enter into, and perform its obligations under, this Agreement; 6.1.2. The person signing the Agreement on behalf of the Parties are duly authorized representative entitled to enter into this Agreement; 6.1.3. It has performed all actions necessary for the proper conclusion of the Agreement, its validity and fulfilment of the terms of the Agreement, and Parties and the representatives signing on its behalf do not require any permission or consent other than those obtained by it; 6.1.4. The execution, delivery and performance of this Agreement do not: (i) violate, conflict with or result in the breach of any provision of the Articles of Association or by-laws (or similar organizational documents) of Parties; (ii) conflict with or violate any law or governmental order applicable to Parties or any of its assets, properties or businesses; or (iii) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of any contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement between Parties; 6.1.5. No action has been brought before a court or arbitral tribunal to the knowledge of Parties concerned, no proceedings have been instituted or threatened against Parties which may affect the validity of this Agreement or the performance of its obligations under this Agreement; 6.1.6. It will comply with all laws, rules and regulations applicable to its performance under this Agreement; 6.1.7. It has obtained all authorizations, licenses, permits and (or) any other rights required to its performance under this Agreement. 6.2. In addition to representations and warranties established in Clause 4.1 of this Agreement, Partner represents and warrants that: 6.2.1. It and (or) its staff and the third parties involved in the performance of the Agreements have the necessary qualifications, experience and knowledge, as well as permits, certificates and other required documents; 6.2.2. It is and will be financially capable of fulfilling its obligations under this Agreement for the entire duration of the Agreement; 6.2.3. It has and will maintain for the duration of the Agreement all and any licenses, permits, authorizations and any other documents and / or fulfilled and will continue fulfilling any other conditions required by the Applicable Law to carry out the activities of the Project. 7. Applicable Regulations 7.1. Partner undertakes to always ensure that the implementation of the Project and Partners’ involvement in it during the validity of the present Agreement, will comply with: 7.1.1. The Applicable Law; Page | 5  7.1.2. The internal regulations and standards provided by NIB and INFOBALT in writing applicable to the implementation of the Project, as described in Record of Procedure. INFOBALT reserves the right to amend the above-mentioned internal regulations and standards unilaterally informing Partner not later than seven (7) calendar days prior to their entry into force. 7.2. Partner undertakes to ensure the compatibility between the digital tools implementing eCMR and the EU Regulation on Electronic freight transport information. 8. Confidentiality 8.1. During and after the validity of this Agreement, Partner undertakes to protect the Confidential Information from unlawful or accidental loss, disclosure or access to it by any third party, unless the prior written consent of INFOBALT has been obtained or the provisions of this Agreement so allow, and undertakes not to use the Confidential Information for any purpose other than the proper performance of its obligations under this Agreement. 8.2. Partner undertakes: 8.2.1. To treat the Confidential Information as a secret and not to publish, distribute or disclose the Confidential Information or any part thereof to any third party directly or indirectly by any means or in any form (in writing, visually, verbally or in any other way) and not to make the Confidential Information or any part thereof otherwise available to any third party. Partner must also ensure that its managers, employees, consultants and / or other persons representing Partner involved in the performance of the Agreement comply with the obligation set forth in this Clause in full; 8.2.2. Not to disclose or otherwise use the Confidential Information for the direct or indirect benefit of the third parties; 8.2.3. To ensure that the Confidential Information is available only to those partners, employees, consultants and / or other persons representing Partner involved in the performance of the Agreement who actually need it for the performance of their obligations under this Agreement; 8.2.4. Not to use or disclose the Confidential Information in an unlawful manner and for purposes other than those specified in this Agreement and in any case not to use it for purposes contrary to the rights and legitimate interests of INFOBALT; 8.2.5. To take all precautionary measures to maintain the confidentiality and integrity of the Confidential Information; 8.2.6. To make only such copies of the Confidential Information as are necessary for the purposes of performing this Agreement and immediately and irreversibly destroy such copies as soon as the purposes specified in the Agreement have been properly fulfilled or upon expiry of this Agreement (subject to other terms of the Agreement); 8.2.7. To promptly inform INFOBALT about all circumstances known to Partner that threaten the security and confidentiality of the Confidential Information. 8.3. In the event that Partner has or acquires an obligation under the Applicable Law to disclose any Confidential Information, it must: (a) promptly provide a written notice (including in the form of an email) to INFOBALT of this obligation and, if requested, assist INFOBALT in obtaining a prohibition or other appropriate remedy restricting such disclosure; (b) in the absence of a prohibition or other appropriate remedy restricting such disclosure, disclose only that part of the Confidential Information that is legally mandatory and make every effort to ensure the confidential use of the Confidential Information so disclosed (i.e. meeting the conditions set out in this Agreement). 8.4. Confidential Information shall not be deemed to be such information which (i) was in the public domain prior to the conclusion of this Agreement; (ii) information made public by Parties prior to the Page | 6  signing of the Agreement for advertising or other purposes at its sole discretion; (iii) not treated as confidential on a basis of a separate written agreement between the Parties. 8.5. In the event of any doubt as to whether certain information is Confidential Information, Partner will treat such information as Confidential Information and will comply with its obligations under this Agreement. Only if INFOBALT confirms in writing that the said information is not Confidential Information, the confidentiality obligations of the Partner with respect to that information will not apply. Disclosure of the Confidential Information to public authorities, where (and to the extent) it is required by the Applicable Law, the Parties’ lawyers or auditors, who are ex officio required to maintain the confidentiality of the information, and subject to all conditions set out in this Agreement, shall not be considered a breach of this obligation. 8.6. If INFOBALT reasonably believes that Partner is not complying with the confidentiality obligations set forth in this Article, then INFOBALT reserves the right to restrict its access to the Confidential Information and / or claim damages at any time upon written notice to Partner. 8.7. Upon termination of this Agreement, Partner shall promptly and securely return all Confidential Information of INFOBALT in its possession, including transcripts and / or copies of Confidential Information on any media and / or, at the request of INFOBALT, to destroy and permanently delete any Confidential Information or documents received and other media that have been prepared on the basis of the Confidential Information. 8.8. In the event of a breach of any of the obligations under this Article, Partner will be required to pay INFOBALT a fine of ten thousand euros (EUR 10,000). This fine is considered to be the minimum losses of INFOBALT that do not need to be substantiated. Partner must also cover all other losses of INFOBALT that are not covered by the fine specified in this Clause. Partner shall be liable for the acts or omissions of its managers, employees, consultants and / or other persons representing Partner related to the performance of the Agreement, when they have not complied with the obligations set out in this Agreement. 8.9. The Parties expressly agree that INFOBALT shall be entitled, both during the validity and following the termination of the Agreement, to use all and any information concerning Partner, inter alia, its know-how, for its own purposes and at its own discretion without any restrictions related to confidentiality or of a similar nature. 9. Personal Data 9.1. The Parties understand that during the conclusion and performance of this Agreement, Personal Data shall be processed for the purposes of performance of the Agreement. The Parties understand and confirm to each other that both Parties are acting as Data Controllers. In the event that either Party processes Personal Data under this Agreement in accordance with the instructions of the other Party as a Data Processor, the Parties shall enter into a separate Personal Data processing agreement. 9.2. In performing the Agreement and processing Personal Data received from each other, the Parties undertake: 9.2.1. to comply with the requirements of GDPR, the Law on the Legal Protection of Personal Data of the Republic of Lithuania and other legal acts regulating the processing of Personal Data applicable to the Parties; 9.2.2. to co-operate with each other and to the extent possible to assist each other in enabling the other Party to fulfill its obligations under the legislation on the protection of Personal Data; Page | 7  9.2.3. to ensure that Data Subjects are able to exercise their rights under the GDPR, including but not limited to responding to requests, inquiries or complaints received from the Data Subject; 9.2.4. to notify each other in writing within forty-eight (48) hours (upon acknowledgment) of any Personal Data Breach related to Personal Data transferred by the other Party in the context of this Agreement, indicating the nature and extent of the Personal Data Breach, the measures taken or recommended to mitigate the negative consequences of the Personal Data Breach; 9.2.5. to ensure that all natural persons used for the performance of the Agreement are duly informed that their Personal Data may be transferred to the other Party and may be processed by the other Party for the purposes of performance of the Agreement; 9.2.6. taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, to implement appropriate technical and organizational measures to ensure a level of security commensurate with the risks; 9.2.7. to ensure that the employees of the Parties processing Personal Data are informed about and will comply with the obligations of the Parties provided for in the Agreement; 9.2.8. not to collect or disclose / transfer Personal Data to third parties, except in cases provided for by Applicable Law or on other lawful grounds. 9.3. The Parties will transfer to each other the Personal Data of the employees and / or representatives: name, surname, position, contact details (e-mail address, telephone number) for the purpose of signing this Agreement and / or communicating on various issues related to the performance of the Agreement. Personal Data indicated in this Clause may be processed only for the purpose specified in this Clause and only to the extent and for such time as is necessary for that purpose. If Personal Data are no longer necessary for this purpose or if the Agreement is terminated, the Parties undertake to delete them immediately, unless there is an obligation under Applicable Law to retain specific data. The Parties may also transfer additional Personal Data to each other not specified in this Clause. 9.4. Partner confirms that it had access to, read and understood the Partners' Privacy Policy, which is published on the website of INFOBALT (https://infobalt.lt/privatumo-politika/) prior to signing this Agreement. Partner undertakes to provide the Partners' Privacy Policy to its representatives and other Data Subjects, whose Personal Data will be disclosed to INFOBALT. 9.5. The Parties confirm that the processing of Personal Data will be subject to the additional conditions set out in the Partners’ Privacy Policy. If the Agreement contains less stringent requirements for data processing than specified in the Partners’ Privacy Policy, the terms and conditions set forth in the Partners’ Privacy Policy will apply. 9.6. The Parties are responsible for fulfilling their obligations under the GDPR. Each Party shall not be liable for any actions taken by another Party in violation of the legislation governing the protection of Personal Data or this Agreement. 9.7. With respect to Processing of Personal Data under this Agreement, INFOBALT processes Personal Data exclusively in relation to communication with Partner regarding the signing of this Agreement and its performance. INFOBALT shall not be responsible for all and any Processing of Personal Data related to the operation of the Project, inter alia, CCTV (if any) and any other Personal Data Processing of customers or employees related to the Project. Partner shall assume all responsibility and liability related to all Personal Data Processing operations arising of or related to the implementation of the Project, inter alia, establishing legal grounds for such Processing, informing Data Subjects about such Processing, and preparing and updating documents required under the Applicable Law on data protection. Page | 8 10. Change of Control 10.1. Partner must inform INFOBALT in advance of the Change of Control events in writing and provide as much information as is necessary for INFOBALT to properly assess the potential impact of such Change of Control event on the performance of the Agreement, reputation of INFOBALT and other related aspects, and obtain a prior written consent of INFOBALT for each individual Change of Control event. All and any transactions, agreements, contracts and (or) any other contractual arrangements resulting in a Change of Control event shall be deemed null and void in the absence of a prior written consent of INFOBALT as established in this Clause. 11. Liability 11.1. Neither Party shall be liable to the other for any indirect, special, consequential, punitive or incidental damages arising out of or in connection with this Agreement (including, without limitation, lost profits) to the extent permitted by the Applicable Law. 12. Indemnification 12.1. Partner undertakes to indemnify, defend and hold harmless INFOBALT, its affiliates, officers, directors, employees, its permitted consultants, and agents from and against any and all third party claims, liability, damages and (or) costs (including, but not limited to, attorneys’ Rewards and court costs) arising from any negligent act or omission or intentional misconduct by Partner or its employees, contractors or agents in connection with this Agreement. 13. Force Majeure 13.1. The Parties shall be released from liability for failure to fulfil obligations under the Agreement where they are not fulfilled due to force majeure case, which was beyond the control of the Parties or impossible to reasonably predict at the moment of concluding the Agreement, and the occurrence of the consequences whereof could not have been prevented. Insufficient financial resources of the Parties or violation of obligations of the contracting parties thereof shall not be considered as force majeure. The Parties confirm that at the time of concluding the Agreement they are not aware of force majeure circumstances which the Parties to the Agreement cannot foresee or avoid in any way and which would make it impossible to fulfil all or part of their obligations under the Agreement. 13.2. If the circumstances, due to which it is impossible for the Parties to fulfil the Agreement, are temporary, the Parties may be released from liability for such period which is reasonable taking into consideration the impact of those circumstances on fulfilment of the Agreement. 13.3. The Parties failing to fulfil the Agreement shall notify the other Parties of occurrence of force majeure case and its impact on fulfilment of the Agreement within five (5) calendar days as of the date when such circumstances have become known. If the other Parties do not receive the notification within a reasonable period of time after the Parties at default became or had to become aware of the circumstance, the latter Parties shall compensate damages incurred due to non-receipt of the notification. 13.4. The grounds for releasing the Parties from liability shall arise from the moment of occurrence of force majeure case, provided that the term for delivery of notification, specified in Clause 11.3 hereof, was complied with. Page | 9 13.5. Upon the expiry of force majeure, the Parties in respect of which they have existed shall immediately inform the other Parties. 13.6. If the force majeure circumstances continue for more than thirty (30) calendar days, either Partner of INFOBALT shall have the right to terminate this Agreement by notifying the other Parties in writing ten (10) calendar days in advance. 13.7. The Parties confirm that they understand that the Agreement is concluded in the presence of measures announced in the Republic of Lithuania regarding the COVID-19 pandemic. COVID-19 virus and its negative consequences, as well as related restrictions imposed by state institutions, adopted legislation or amendments thereto, other actions, as well as failure of the Parties’ partners, suppliers, customers, etc. to comply with obligations related to or unrelated to the spread of the COVID-19 virus will not be considered force majeure as defined in the Agreement and will not release the Parties from their contractual obligations. 14. Assignment 14.1. Neither Partner of INFOBALT may assign this Agreement in whole or in part without the prior written consent of the other Parties, which such consent shall not be unreasonably withheld. 14.2. INFOBALT shall be entitled to assign this Agreement in whole or in part without the prior written consent of Partner in the event of a merger, acquisition, or reorganization relating to all or substantially all of the assets of INFOBALT. 15. Dispute Resolution 15.1. Any differences or disputes, arising between the Parties over the Agreement, shall be resolved by negotiation. If the dispute cannot be resolved through negotiations within thirty (30) days from the date of submission of the first letter (claim) to the INFOBALT or Partner, the disputes shall be resolved in the courts of Vilnius, taking into account the applicable rules of class jurisdiction. 16. Final Provisions 16.1. The present Agreement is entered into for a definite term, namely until 14 August 2023. 16.2. Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. 16.3. INFOBALT shall have the right to terminate the Agreement without cause unilaterally by submitting a written notice to Partner no later than sixty (60) calendar days in advance. 16.4. If any of the Parties violates its obligations under this Agreement in a non-material way, the other Parties shall grant it a grace period of at least fourteen (14) calendar days to rectify the particular breach. If the situation is not rectified, such Parties may terminate this Agreement unilaterally and immediately by submitting a written notice to the other Party. 16.5. Both Parties shall have the right to terminate the Agreement unilaterally and immediately by submitting a written notice to the other if insolvency proceedings are brought against the other . Page | 10 16.6. If the Agreement is terminated for any reason whatsoever, the Parties shall settle all their mutual obligations established in the Agreement within thirty (30) days following the date of the termination at the latest, except for any obligations that mature earlier. 16.7. If the Agreement is terminated due to the fault of either Party, the guilty Party shall pay a fine of twenty thousand euros (EUR 20,000) to the other Party. This fine is considered to be the minimum losses of the other Party that do not need to be substantiated. 16.8. The Parties have designated the contact persons, addresses, emails and telephone numbers listed below in the Agreement for the purposes of communication under the present Agreement. The Parties must notify each other within three (3) Business Days of any changes in the address and / or other details that may affect the performance of obligations under this Agreement. Prior to the date of receipt of the notification of the change in the data specified in this Clause of the Agreement, the Party shall be deemed to have duly fulfilled the obligation if the obligation has been fulfilled on the basis of data provided by the Parties in the Agreement (addresses, e-mail addresses, bank account numbers, etc.). 16.9. All written notices or communications concerning this Agreement must be delivered to the other Party either in person with confirmation of receipt, by e-mail, or by registered letter with acknowledgement of receipt to the address of the registered office of the Party concerned. 16.10. This Agreement may only be amended or supplemented in writing. Any changes or additions to the Agreement in a form other than in writing shall be disregarded. A proposal to amend or add to this Agreement shall only be deemed accepted by the other Party if it is accepted entirely, without reservation. 16.11. If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the Applicable Law, the legality, validity or enforceability of the remaining provisions will not in any way be affected or impaired. The illegal, invalid or unenforceable provision shall be deemed replaced by such provision reflecting the same commercial intent of the Parties which provision shall be legal, valid and enforceable under the Applicable Law. The same applies in the event of gaps in the Agreement. 16.12. This Agreement, together with the Grant Agreement and its Annexes, shall constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede and replace all prior agreements, written or oral intentions, arrangements or correspondence between the Parties relating to this Agreement. 16.13. In the event of any inconsistency between the text of this Agreement and the Grant Agreement and its Annexes thereto, the Grant Agreement and its Annexes to the Agreement shall prevail. 16.14. The termination of the Agreement does not affect the validity of the terms of the Agreement, if, due to the nature of such terms, they remain in force after the termination of the Agreement (for example, the obligation of confidentiality). 17. ANNEXES 17.1. Annex No 1 – Grant Agreement Page | 11  - IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. Partner: INFOBALT: Majandus- ja Kommunikatsiooniministeerium Asociacija "INFOBALT" Phone No +372 625 6342 Phone No. + 370 6 102 0212 E-mail address [email protected] E-mail address: [email protected] Bank account No EE221010220027690221 Bank account No. LT277300010155447502 Bank name AS SEB PANK Bank name: AB Swedbank Deputy Secretary General for Transport in the Director of INFOBALT Mindaugas Ubartas capacity of Secretary General, Ahti Kuningas Page | 12