Memorandum of Understandin

MEMORANDUM OF UNDERSTANDING THIS MEMORANDUM OF UNDERSTANDING entered into between THE PARTIES: Isaree GmbH, a private legal entity established under the laws of the Federal Republic of Germany, registry code HRB 270685, registered address Friedrichstr. 155, 10117, Berlin, Germany (hereinafter Isaree or the Party) - and - TALLINN UNIVERSITY OF TECHNOLOGY, a public legal entity established under the laws of Estonia, registry code 74000323, registered address Ehitajate tee 5, 19086 Tallinn, Estonia, represented by Marko Kääramees, Director of the Department of Software Science, on the basis of authorisation (hereinafter TALTECH or the Party). 1.​ OBJECTIVES 1.1.​ The overall objective of this Memorandum of Understanding (MOU) is to describe possible ways in which Isaree and TALTECH may cooperate in further developing the concept “Secure, EHDS-aligned, citizen-owned personal health record stored in a decentralised content-addressable storage network”, in related joint research and development activities, and in the preparation and submission of funding applications, in particular an EIC Pathfinder Open proposal and, where appropriate, other proposals. 1.2.​ The cooperation focuses on a citizen-owned personal health record, the primary copy of which is stored in a decentralised content-addressable storage network (DCAS), and access to which is possible only on the basis of authorisation granted by the individual or legally established representation rights. 1.3.​ The objective of the envisaged solution is to demonstrate that such a data governance model is practically feasible and usable in four main situations: personal health goal setting and monitoring, provision of healthcare services, emergency medical care, and secondary use processes. 1.4.​ Data governance shall function both where individuals manage their own data and where individuals manage the data of another person on the basis of legally established representation or guardianship rights. 1.5.​ The envisaged solution shall be aligned with the objectives of the European Health Data Space (EHDS), support their achievement, and be integrable into the EHDS framework. The solution will be validated at Technology Readiness Level (TRL) 4 level in the four main situations referred to above, assessing its usability, security, privacy, integrity, transparency, semantic interoperability, resilience to attacks, data reliability,  auditability, key management, as well as legal-regulatory and social feasibility. Based on the validation, an assessment will also be made as to whether further development of the solution is justified and whether it may provide functional, organisational or economic advantages compared to existing health data storage and management solutions. 1.6.​ The starting position of the envisaged solution is TRL 2, with the objective of reaching TRL 4, i.e. proof of concept and laboratory validation under conditions that provide a basis for subsequent steps, such as a joint EIC Transition proposal. 2.​ NATURE OF COOPERATION 2.1.​ This MOU confirms the Parties’ intention and commitment to cooperate in achieving the objectives described above. 2.2.​ The Parties agree that their cooperation is based on the following principles: 2.2.1.​ each Party contributes to the cooperation according to its competences and capabilities; 2.2.2.​ cooperation is organised jointly and in a goal-oriented manner; 2.2.3.​ issues are resolved through cooperation and mutual consultation; 2.2.4.​ cooperation supports further development of the envisaged solution and preparation of joint activities. 3.​ FINANCIAL COMMITMENTS 3.1.​ This MOU does not create any mutual financial obligations between the Parties. 3.2.​ If financial commitments are required within the framework of the cooperation, they shall be agreed separately in writing and formalised in appropriate agreements. 3.3.​ The implementation of envisaged activities is subject to the availability of resources and funding. 4.​ SEPARATE AGREEMENTS 4.1.​ Specific arrangements arising within the framework of cooperation under this MOU shall, where necessary, be formalised in separate written agreements between the relevant Parties. 4.2.​ Each such agreement shall define the rights and obligations of the relevant Parties and shall be independent of this MOU. 5.​ TERM 5.1.​ This MOU shall enter into force on the date of signature by the last Party and shall remain in force until 1 June 2026, unless otherwise agreed in writing by the Parties. 5.2.​ This MOU may be terminated by any Party by giving at least thirty (30) days’ written notice to the other Parties. 5.3.​ Termination of this MOU shall not affect the validity of any separate agreements concluded under it, unless otherwise agreed in such agreement. 6.​ DISPUTE RESOLUTION 6.1.​ Any disputes arising from the interpretation or implementation of this MOU shall be resolved primarily through consultations between the Parties. 6.2.​ If a dispute cannot be resolved through consultations, the Parties shall seek to resolve it through mediation. 6.3.​ This MOU shall be governed by the laws of Estonia. 7.​ CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS 7.1.​ The Parties undertake to keep confidential all confidential information that becomes known to them in the course of cooperation carried out under this MOU and not to use such information for any purpose other than the preparation and organisation of the cooperation described in this MOU. The obligation of confidentiality shall remain in force after the termination of this MOU, unless the Parties agree otherwise in writing. 7.2.​ The Parties shall not disclose confidential information to third parties without the prior written consent of the other Party, unless such disclosure is required by law. 7.3.​ A Party may disclose confidential information to its employees, advisors or other persons who need to know such information for the preparation and organisation of the cooperation described in this MOU, provided that such persons are subject to confidentiality obligations at least equivalent to those set out herein. 7.4.​ Confidential information shall mean any technical, scientific, economic or business information, including ideas, methods, procedures, proposals, contacts, financial information, reports, and materials and results related to research and development activities, except for information that is publicly available without breach of this MOU, that the receiving Party has lawfully obtained independently from another source, or that the receiving Party can demonstrate to have known prior to its disclosure by the other Party. 7.5.​ Background intellectual property (Background IP) means intellectual property that was owned by a Party prior to the commencement of cooperation under this MOU or that a Party has developed independently outside such cooperation. Background intellectual property shall remain the property of its original owner. The conditions for the use of Background IP within the framework of cooperation under this MOU shall, where necessary, be agreed in a separate written agreement. 7.6.​ The ownership of results generated in the course of cooperation, including intellectual property and other rights, the conditions for their use, and any possible joint ownership shall, where necessary, be agreed separately in writing between the relevant Parties. This MOU does not grant any Party rights to the intellectual property of another Party, unless otherwise agreed in writing. 7.7.​ The use of research and development results, as well as the preparation and publication of publications, shall be subject to prior agreement between the Parties and, where necessary, to separate agreements, ensuring the appropriate protection of confidential information and intellectual property. 7.8.​ For the avoidance of doubt, any results, including intellectual property and other rights, generated in the course of cooperation under this MOU shall remain the sole property of the Party that has created them. Where such results are created independently by one Party, that Party shall retain exclusive ownership. Where results are jointly created by the Parties and their respective contributions cannot be separated, such results shall be jointly owned, unless otherwise agreed in writing. The conditions for the use, exploitation, licensing or transfer of jointly created results shall be agreed separately in writing between the Parties. Nothing in this MOU shall be interpreted as granting any  Party rights to use, exploit or otherwise commercialise the results of another Party without prior written agreement. 8.​ GENERAL PROVISIONS 8.1.​ This MOU may be amended or supplemented only by written agreement of all Parties. 8.2.​ No Party may assign any rights or obligations arising from this MOU without the prior written consent of the other Parties. 8.3.​ This MOU expresses the mutual understanding of the Parties regarding the objectives and principles of cooperation addressed herein. 8.4.​ This MOU may be signed in written or electronic form, including by means of scanned and electronically transmitted signatures. 8.5.​ This MOU may be signed in multiple copies, each of which shall be regarded as an original, and all of which together shall constitute one and the same document. SIGNATURES IN WITNESS WHEREOF, the Parties have signed this MOU. Per: Name: Mandana Ahmadi. Position: Chief Operating Officer TALTECH Per: Name: Marko Kääramees Position: Director, Department of Software Science