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CONFÉRENCE DES NATIONS UNIES SUR UNITED NATIONS CONFERENCE LE COMMERCE ET LE DÉVELOPPEMENT ON TRADE AND DEVELOPMENT USER AND CONTRIBUTOR RIGHTS for the E-REGISTRATIONS SYSTEM granted by THE UNITED NATIONS CONFERENCE ON TRADE AND DEVELOPMENT (UNCTAD) to CENTER OF REGISTERS AND INFORMATION SYSTEMS (RIK) (the User) AGREED TERMS 1. In this document, unless otherwise specified, the following definitions are used: Online Services The administrative procedures automated with the eRegistrations software eRegistrations System Software owned by UNCTAD and for which rights are granted to the User THE E-REGISTRATIONS SYSTEM 2. The eRegistrations system (“the Software” or “the System”) is an electronic system developed by UNCTAD to help develop online government services. It comprises the following main components: a. a “Business Process Analyzer” (BPA), where the information defining each online service is described and stored. b. a “Display System” through which the online services can be used by applicants to fill online applications and submit them for processing, and by operators from the institutions in charge of the registrations to process the applications. c. technical and functional documentation d. system source code USER AND CONTRIBUTOR RIGHTS FOR THE E-REGISTRATIONS SYSTEM 3. UNCTAD hereby grants the User the right to use the Software in multiple instances , including without limitation the rights to build and modify as many online services as needed for the fulfillment of public duties in Estonia. An instance is a single copy of the software running on a single physical or virtual server. 1 PSMS / UNCTAD 4. UNCTAD hereby grants the User the right to modify, add functionality or merge copies of the Software. 5. The User shall share with UNCTAD the new developments and source code changes made by the User (hereafter, the “Work”) under the MIT license at no cost and in return can use system updates given by UNCTAD and other system contributors. 6. The User will regularly push the Work to UNCTAD's code repository. When offering the Work to UNCTAD’s code repository, User expressly acknowledges and represents that the Work is free and clear of any claims or encumbrances. 7. UNCTAD will freely decide whether to integrate the User’s work into the System. 8. The rights granted by UNCTAD are not exclusive and are not transferable. They extend only to the User but shall not extend to any other entity, agency, corporation, organization or person without the prior written consent of UNCTAD. 9. The User recognizes that the System and related materials are proprietary and that all rights thereto, including copyright, are owned by UNCTAD. Any rights to the System and Related Materials, which are not expressly granted herein, shall be UNCTAD's. 10. The User shall alert UNCTAD of any abusive or illegal usage of the System and shall cooperate with UNCTAD to defend its intellectual property rights. 11. The User shall use and modify the System under their own responsibility and shall assume any risk that stems from the usage, modification, application and results of the System. ONLINE SERVICES CREATED WITH THE E-REGISTRATIONS SYSTEM 12. All Online Services that will be developed by the User with the eRegistrations Software, will, upon their creation, belong to the User. 13. All developments or modifications made by the User to the Online Services will remain its property. INFORMATION RECORDED IN THE E-REGISTRATION SYSTEM OR IN THE ONLINE SERVICES CREATED WITH THE E-REGISTRATION SYSTEM 14. All information (including personal and other sensitive data) recorded in or with the eRegistrations system or the online services created with the eRegistrations system, wherever it is stored, is recorded under the sole responsibility of the User. UNCTAD does not take any responsibility for the information (including personal and other sensitive data) recorded in or with the eRegistrations system or the online services created with the eRegistrations system, wherever it is stored. 2 PSMS / UNCTAD MAINTENANCE AND SUPPORT SERVICES Maintenance services 15. The User will benefit from all maintenance releases of the eRegistrations Software resulting from the following types of maintenance services . Adaptive maintenance: this type of maintenance involves modifying characteristics of the Software to ensure its compatibility with changes made to versions of operating systems, database management systems and network systems currently supported by the Software. Corrective maintenance: this type of maintenance involves correcting errors. 16. The maintenance and support services to be provided by UNCTAD shall not include support or services that have been made necessary by any unreasonable alteration of the Software by the User. Additionally, UNCTAD will not be held responsible for the restoration of damaged or lost data that cannot be restored because of the User’s improper use of the Software. Software installation 17. UNCTAD will provide the User with the necessary technical assistance to install the Software at User’s designated premises. Technical specifications and requirements (server, bandwidth, and disaster recovery plan) will be provided by UNCTAD in order to ensure an optimal service. UNCTAD will work closely with the User until the Software is satisfactorily installed. SETTLEMENT OF DISPUTES 18. The Parties shall use their best efforts to settle amicably any dispute, controversy or claim arising out of this Agreement or the breach, termination or invalidity thereof. 19. Any dispute, controversy, or claim between the Parties arising out of this Agreement or the breach, termination, or invalidity thereof, unless settled amicably under paragraph (i) of this Article within sixty (60) days after receipt by one Party of the other Party's written request for such amicable settlement, shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining. The decisions of the arbitral tribunal shall be based on general principles of international commercial law and/or international intellectual property law. The arbitral tribunal shall be empowered to order the return or destruction of goods or any property, whether tangible or intangible, or of any confidential information provided under this Agreement, order the termination of this Agreement, or order that any other protective measures be taken with respect to the goods, services or any other property, whether tangible or intangible, or of any confidential information provided under this Agreement, as appropriate, all in accordance with the authority of the arbitral tribunal pursuant to Article 26 ("Interim measures") and Article 34 ("Form and effect of the award") of the UNCITRAL Arbitration Rules. The arbitral tribunal shall have no authority to award punitive damages. In addition, unless otherwise expressly provided in this Agreement, the arbitral tribunal shall have no authority to award interest in excess of the Federal Reserve Bank of New York’s Secured Overnight Financing Rate then prevailing, and any such interest shall be simple interest only. The arbitral proceedings shall take place in Geneva, Switzerland, provided that, in light of the privileges and immunities of the United Nations, such reference 3 PSMS / UNCTAD  to the place of arbitration shall connote only the physical place of the arbitral proceedings and not the jurisdictional seat of the arbitration. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such dispute, controversy, or claim. PRIVILEGES AND IMMUNITIES 20. Nothing in or relating to this document shall be deemed a waiver, express or implied, of any of the privileges and immunities of the United Nations, including its subsidiary organs. USE OF NAMES AND EMBLEMS 21. Neither Party shall use the name, including any abbreviation thereof, emblem or trademarks of the other Party, its subsidiaries, and/or affiliates, in connection with its business or otherwise without the express prior written approval of the other Party in each case. In no event shall authorization to use the UN name, including any abbreviation thereof, or the UN emblem be granted for commercial purposes. STATUS OF THE PARTIES 22. Nothing in this document shall be deemed or construed to create, or have been intended to create a partnership, joint venture, employment or agency relationship between the Parties. The Parties acknowledge and agree that the User is an entity separate and distinct from the United Nations, including UNCTAD. The employees, personnel, representatives, agents or contractors of the User and its subcontractors, shall not be considered in any respect or for any purposes whatsoever as being the employees, personnel, representatives, agents, contractors or other affiliates of the United Nations, including UNCTAD, nor shall any employees, personnel, representatives, agents or other affiliates of UNCTAD be considered for any purposes whatsoever, as being employees, personnel, representatives, agents or other affiliates of the User or its subcontractors. ZERO TOLERANCE FOR SEA 23. The Parties have zero tolerance for and are firmly committed to take all necessary measures to prevent and address instances of sexual harassment, exploitation and abuse (SEA). A breach of this provision is a breach of an essential term of this Agreement. LIABILITY 24. Each Party shall be liable for its own acts and omissions under this Agreement, including with respect to third-party claims. SUSPENSION, FORCE MAJEURE 25. UNCTAD may suspend implementation of all or part of the action if circumstances (chiefly force majeure) make it too difficult or dangerous to continue. It shall inform the User without delay and provide all the necessary details. UNCTAD shall endeavor to minimize the duration 4 PSMS / UNCTAD  of the suspension and may resume implementation of the action once the conditions are right and shall inform the User accordingly. 26. The User may require UNCTAD to suspend implementation of all or part of the action if circumstances (chiefly force majeure) make it too difficult or dangerous to continue. UNCTAD shall endeavour to minimize the duration of the suspension and may resume implementation of the action once the conditions are right, with the prior written approval of the User. 27. The implementation period of this project is automatically extended by an amount of time equivalent to the duration of the suspension. This is without prejudice to any amendments to the project document which may be required to adapt the action to new circumstances of implementation. 28. Force majeure shall mean any unforeseeable exceptional situation or event beyond the Parties’ control which prevents either of them from performing any of their obligations under this project document, was not due to error or negligence on their part (or of their contractors, agents or employees), and could not have been avoided by the exercise of due diligence. Negligence or intentional action of a Party’s contractors or agents or employees, defects in equipment or material or delays in making them available, labour disputes, strikes or financial problems cannot be invoked as force majeure. Neither of the Parties shall be held liable for breach of its obligations under the project document if it has been prevented from performing them by force majeure. The Party invoking force majeure shall notify the other without delay, stating the nature, likely duration and foreseeable effect, and shall take the necessary measures to reduce damage to a minimum. FINAL PROVISIONS 29. The rights granted to the User shall be of indefinite duration, unless conditions under paragraph 30 of this Article are met, and without any charge. 30. UNCTAD has the right to terminate the rights granted to the User if the User fails to comply with the terms of this Agreement and fails to cure such breach within 30 days of becoming aware of the breach. Date: Date: 27/04/2023 Center of Registers United Nations Conference on Trade and Information Systems and Development Rivo Reitmann Vinod Nair Director Officer-In-Charge Programme Support and Management Service 5