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REQUESTING PARTY AGREEMENT BETWEEN THE GOVERNMENT OF THE REPUBLIC OF ESTONIA AND THE EUROPEAN SPACE AGENCY FOR ASSISTANCE TO NATIONAL SPACE PROJECTS The Government of the Republic of Estonia (hereinafter referred to as “Estonia”), represented by Tiit Riisalo, Minister of Economic Affairs and Information Technology, and The European Space Agency (hereinafter referred to as “ESA” or the “Agency”), an international intergovemmental organisation, established by the Convention for the Establishment of a European Space Agency (hereinafter refen-ed to as the “ESA Convention”), which was opened for signature in Paris on 30 May 1975 and which entered into force on 30 October 1980, having its headquarters at 8-10 rue Mario Nikis, 75015 Paris, France, represented by Josef Aschbacher, Director General, (referred to hereinafter collectively as the ‘Parties” and individually as a “Party”), HAVING REGARD to Article II of the ESA Convention, according to which it is the Agency’s purpose, inter alla, to elaborate and implement activities and programmes in the space field and to coordinate the European space programme and national programmes, HAV[NG REGARD to Article IX.2 of the ESA Convention, whereby the Agency may make available its assistance to a Member State wishing to engage in a project outside the activities and programmes referred to in Article V of the ESA Corivention but within the purpose of the Agency, HAVING REGARD to the Financial Regulations of ESA in their current version (ESA/REG/005, rev.3), and in particular Article 40.1 thereof, according to which the Agency may make its expertise, facilities, services or products related to activities and programmes outside the scope of Article VOI of the ESA Convention available in accordance with the prncip1e that fuli costs shall be borne by the requesting party, HAVING REGARD to the standardised Requesting Party Activity scheme for the impiementation of Member States’ National Prograrnmes, approved by the ESA Council in December 2021, CONSIDERLNG that Estonia, having become a Member State of ESA in 2015, wishes to continue the development and stimulation of its space sector, and therefore has requested the Agency’s assistance to natiorial space projects, l-IAVE AGREED AS FOLLOWS: 2  ARTICLE 1 PURPOSE AND SCOPE The purpose of this Agreement s to define the content of and to establish the conditions for, assistance to be provided by ESA to Estonia, at Estonia’s request, for national space projects (hereinafter referred to as “Requesting Party Activities” or “RPA”) as further specified in Annex 1. 2. ESA shall provide the assistance in accordance with its rules and regulations and standard internal practices, subject to the provisions of the present Agreement. ARTICLE 2 IMPLEMENTATION FRAMEWORK ESA witI manage the technical and contractual aspects of the RPA. 2. The RPA wiIl entail two types of procurement activities: a) “Top-Down” Activities, for which the content of the activity is defined in the Invitation to Tender (hereinafter “Top-Down Activities”); and b) Competitive “Open CaII” Activities, for which the content of the activity is to be proposed by the tenderers within certain framework conditions defined in the CaJI (hereinafter “Open CaIl Activities”). 3. The impiementation of the RPA wiII be overseen by the RPA Board, which wiII have project and financial responsibility over the RPA. The composition and responsibilities of the RPA Board are specified in Annex 3. ARTICLE 3 PROCUREMENT ESA shall be responsible for procurement relating to the RPA and for the negotiation, signature and management of the resulting contracts. The ESA Procurement Regulations (ESA/REGIOOI) shall apply, in theirversion in force at the time of application, and subject to the provisions of the present Agreement and in particular its Annex 2. In particular: 3  a) For ‘Top-Down” Activities : the objective of the Invitation to Tender, its provisions on industrial policy, and the financial envelope of the activity shall require the written approval of the RPA Board prior to publication. The RPA Board shall be informed of the recommendation of the Tender Evaluation Board (TEB); and b) For “Open CaH Activities”: Calls for proposais shall be conducted by ESA in accordance with the dedicated procedure for Calls for Proposais, which is subject to the Procurement regulations and the amendments listed in Annex 2. 2. Any contract change that increases the value ofan awarded contract by more than 20,000 Euros shall be submitted to the RPA Board for approval. Any other contract change may be authorised by ESA without prior approval of the RPA Board. ARTICLE 4 CONTRIBUTION LEVEL Estonia shall contributc an annual amount (hereinafter the annual allocation”) for each year that the RPA is in force. 2. Estonia’s annual allocation for 2023 shall amount to 1,960,000 Euros at current economic conditions. 3. For subsequent years, Estonia shall inform ESA of its annual allocation for year n at the latest in November of year 11-1 provided that the annual aliocation: a) Is between 500,000 Euros and 10,000,000 Euros at current economic conditions, and b) Does not exceed 25% of the average of Estonia’s annual ESA budgct covering mandatory activities and optional programmes for year n-1 and year n. ARTICLE 5 FUNDING AND FINANCIAL LIABILITY In accordance with Article 111.2 ofAnnex II to the ESA Convention and Articie 40.1 of the Financiai Regulations of ESA, ali costs incurred by ESA in the impiementation of the RPA shall be borne by Estonia. Accordingiy, Estonia shall cover the fuli costs incurred by ESA in providing the technical and contractual management of the RPA and including in particular the amounts of the industrial 4  contracts placed by ESA and ESA’s internal costs, which shall be calculated on the basis of Fuil Costs, as defined in Annex Ito the Financial RegulationsofESA. ESA shall only commit funds aiready received from Estonia. Any funds not committed at the end of the RPA shall be reimbursed to Estonia. 2. The annual ailocation referred to in Article 4 above shail be paid in two instalments: a) a first call-up (50% of the annuai amount of year n) shail be issued in Deeember of year n- 1 to be paid before 31 January of year n; and b) a second call-up (50% of the annual amount of year n) shali be issued in June of year n to be paid before 31 July ofyear n. 3. The cali-up for the first year of the RPA shali be issued shortly after the entry into force of the present Agreement for the fuli amount of that year, even ifit is not a fuli caleridar year. 4. En case Estonia decides, in the course of a calendar year, to increase the annual aiiocation in line with the limits stipulated in Article 4.3 above, a suppiementary calI-up shall be issued for payment by Estonia within 30 days. ARTICLE 6 INTELLECTUAL PROPERTY RIGHTS The Rules on Information, Data and Inteilectual Property (ESAIREG/008) shall apply, in their version in foree at the time of such appIication. 2. Each Party shali retain ownership of ali intellectual property rights belonging to it and which were produced prior to, or outside of the framework of, the present Agreement (“background IPR”). If the Parties intend to use background IPR in the context of the present Agreement, they shall enter into a separate agreement setting forth the terms and conditions of such use. 3. Each Party shall have exclusive ownership of ali intellectuai property rights resulting from work performed, within the framework of the present Agreement, exciusiveiy by that Party without the contribution of the other Party and without the use ofbackground IPR of the other Party. 4. In the event that intellectuai property rights resuit from work performed within the framework of the present Agreement, and involving the contribution of both Parties, the Parties shali define in a separate agreement the allocation of the IPR between them, the conditions of exploitation of such rights and any other reiated aspect, inciuding on protection and enforcement. 5 5. Without prejudice to Articie 7 beiow, this Agreement neither offers nor grants the or Parties any right or iicence reiating to past, present or future inforrnation, data IPR belonging exclusively to the other Party. ARTICLE 7 ARE EXCHANGE OF INFORMATION, DATA, ASSETS AND SOFTW to The exchange of information, data, assets or software necessary for the Parties ions perform their obligations under the present Agreernent is subject to the condit set out in this Article. exchange 2. For the purposes of this Agreement, Estonia and ESA shali not use information, data, assets or software which are subject to restrictions as to their or diselosure. re, 3. Ifone Party requests the other Party to provide information, data, assets or softwa separa te the Parties shali determine the appIicable terrns and conditions in a agreement. to the 4. In any event, ali information, data, assets or software provided by one Party shall other shaii be treated as ‘proprietary inforrnation” by the receiving Party, who those it apply to them precautionary and protective measures at ieast equivalent to rabie takes to protect its own information, data, assets and software of compa t importance. Each of the Parties shail take reasonabie precautions to preven t to disclosure of the other Party’s information, data, assets and software subjec of proprietary rights to persons other than the receiving Party’s empioyees. In case unauthorised disclosure, the receiving Party shall immediately inform the other Party and both Parties shaii endeavour to remedy the situation together. ed by 5. Ali information, data, assets and software subject to proprietary rights provid Iatter’s one Party to the other shaii remain the property of the disclosing Party. At the ation, request, the receiving Party must either immediately return to it the inform and/or data, assets and software protected by proprietary rights plus ali copies . derived products or certify in writing that it has been destroyed in its totality or 6. Whether protected by proprietary rights or not, the information, assets, data Party software transferred under this Agreement shail he used by the receiving orised cxciusiveiy for the purposes and duration of this Agreement, without unauth disciosure to any third party (other than ESA contractors’ empioyees acting for ESA). 6  ARTICLE 8 EXPORT CONTROL The Parties shall compiy with ali applicable legisiation on export control. No provision ofthis Agreement shall require the Parties to transfer information, data, assets or software in violation of the appiicable legislation on export controI. ARTICLE 9 PERSONAL DATA PROTECTION Each Party is individually and separately responsibie for compiying with the level of protection resulting from its data privacy regulations relating to personal data, it being recognised that: a) Estonia undertakes to comply with the Personal Data protection Iaws applicable to it in the European Union, which are recognised as providing an adequate level of protection under the ESA Personal Data Protection Framework; b) ESA undertakes to comply with the ESA Personal Data Protection Framework; c) Lf any additional arrangement is necessary to ensure a required level of protection, the Parties shall supplement the present Agreement with the necessary provisions. ARTICLE 10 LIABILITY Each Party hereby waives any claim against the other Party, employees of the other Party, the other Party’s associate entities (contractors, subcontractors, researchers or their contractors and subcontractors) or employees of the other Party’s associate entities, for any injury or death of its personnel or its associate entities’ personnei, nor for any damage to or loss of its own assets or of its associate entities’ assets arising from or related to activities conducted under this Agreement. 2. Each of the Parties shall extend this cross-waiver of liability to its associate entities, requesting that, by contract or any other legal instrument or procedure, they waive ali claims for damages from the other Party, its associate entities and their respeetive employees for any injury, death, damage or loss directly or indirectly arising from activities undertaken under this Agreement. 7 3. This cross-waiver of liability shail not apply to: (a) clairns for damages between one Party and one of its associate entities or between its associate entities; (b) ciaims for damages emanating from a natural person or a natural person’s heirs, bcneficiaries or their proxies for any injury, other harm to health or death ofthis natural person; (c) claims for damages concerning inteilectuai property; (d) claims for damages resulting from gross negligence or deliberate acts. 4. In the event of third-party claims, the Parties shaii consuit promptly on any potential liability, on any apportionment ofsuch liability and on the defencc of such claim. 5. In case ESA is requested to procure a iaunch service under this Agreement, ali issues relating to apportionment of liability, indemnifications, and the registration ofspace objects, shall be agreed separately in writing. ARTICLE 11 SETTLEMENT OF DISPUTES Where a dispute arises in relation to the application, interpretation or impiementation of this Agreernent and cannot be settled amicably between the Parties, it shall, at the request ofeither Party, be submitted to arbitration. In such case, the provisions ofArticle XVII of the ESA Convention shall appiy. ARTICLE 12 AMENDMENTS The Parties may amend the provisions of this Agreement by mutual agreement in writing and in accordance with applicable rules, regulations and poiicies. Amendments shall takc effect on the date oftheir signature by the Parties. 8  ARTICLE 13 ENTRY INTO FORCE, DURATION AND TERMINATION 1. This Agreement shall enter into foree upon its signature by both Parties. In the event that the Agreement is signed on different dates, the later signature determines the date ofentry into force. 2. This Agreement shall remain in force for five years from the date of its entry into force. It may be extended by written agreement between the Parties. 3. Each Party may terminate this Agreement by giving the other Party at Ieast 12 months’ written notice of its intent to terminate (“early termination”). 4. En case of early termnation of ths Agreement at Estonia’s request, and in Line with Article 5.1 above, Estonia shall bear the fuli costs incurred by ESA until such termination becomes effective. 5. After the expiration or termination ofthis Agreement, the Parties shall continue to be bound by their obligations under Articles 6 (lntellectual Property Rights), 7 (Exchange of data, assets and software), 8 (Export Control), 9 (Personal Data Protection), 10 (Liability) and II (Settlement of Disputes), and by any other obiigation which survive, expressly or impliedly, expiration or termination ofthis Agreement. 9 Done in Paris, France, on 19 October 2023, in two originais in the English language which shall be legally authentic for the purpose of interpretation of the present Agreement. The signatories may also establish translations hereof in the Estonian, French and German languages, which shall not, however, be considered as authoritative for the purposes of interpretation. fiovernment of the Republic ofEstonia 44Ojfl pace Agency Jcief As44bT’cMer Economic Affairs and Information Director General  Annex 1: Goals and key activities of the RPA, reportin and reviews The goal of the RPA is to provide a means for Estonia to address those aspects ofspace deveiopment that are not covered by ESA’s optionai programmes, Ieading to a holistic space poiicy and space investment. In particuiar the goals shaii be: a) To buiid competences and capabilities centred on product or service development that can help to ensure sustainable industriai return in ESA’s optionai programmes to which Estonia subscribes. b) To buiid competences and capabilities centred on produet or service development to suitabiy prepare the national industry for future inclusion in ESA’s optionai programmes to which Estonia intends to subscribe within five years. c) To buiid and demonstrate competences and capabilities Ieading to a sustainable long-term business case. The RPA shall not be used to fund infrastructure deveiopment projects or procurements. In line with the above, Estonia may seek to implement activities, through the RPA, in the following fields - Low Technoiogy Readiness Level (hereinafter referred to as “TRL”) preparatory activities (e.g. TRL 1-3); - Flight opportunities: in particular in cooperation with other national programmes; - Space related training courses for industry (e.g. soldering, inspections ete.); - Space science payioad funding (e.g. to contribute payloads to ESA’s science missions); - Space science activities (e.g. using the Agency’s science mission data or the Space Safety Programme observation campaigns); - National satellite/smali satellites CubeSat activities; - Education: Buiiding university courses to answer to national space industry needs; - Education: High School initiatives to encourage pursuing a carrier in space (e.g., CanSat activities); - Support activities, e.g., support functions to Estonia’s delegation to ESA. For example, provision of an independent expert (non ESA-staft) contracted by ESA who can support the delegation and industry in ali matters related to ESA, in particuiar ESA procurement and buiiding up of industrial capacity in the fieid ofspace activities; the performance ofmarket surveys or socio-economic studies etc. in support of defining a national poiicy. 11 - National Trainee funding; Secondments; eys, requirement definitions and - - Preparatory activities, e.g., market surv demonstrators (TRL 1-3); y demonstrations to enter ESA - Research and development (technolog programmes, TRL 3-6); ation/certification which give Industrial process development and quahfic space and relevant to ESA - competitive advantage and are specific to optional programmes; tomers supply chain, TRL 6-8). - Downstream applications (entry into cus 12  Annex 2: Amendments to the ESA Procurement ReuIations A. Applicability of the ESA Procurement Regulations The ESA Procurement Regulations (ESA/REG/001) shall be applied subject to the modifications Iisted in the table below. Modifications of the ESA Procurement Regulations shall apply ipsojure to the provisions of this Annex. ARTICLE TitIe Applicability ARTICLE 7 Reporting Not Applicable Submission of Procurement ARTICLE 8 Not Applicable Matters to the IPC and AFC ARTICLE Applicable, except Article 10.1 Principles 10 d) ARTICLE Granting of Special Rights in the Applicable when agreed on a 11 Frame ofAgreements case-by-case basis ARTICLE Applicable, except Article 13.2 Competitive Tendering 13 f) ARTICLE Applicable, except Article 14.1 Non-Competitive Tendering 14 g) ARTICLE Applicable, except Article 16.1 Two-Stage Tendering 16 d) Qualification, Exclusion, ARTICLE Article 18 paras. 1-10 are Suspension and Registration of 18 applicable Economic Operators ARTICLE Submission to the Industrial Policy Not applicable 21 Committee and Thresholds ARTICLE Tender Evaluation Board and Applicable, except Article 23. 1 23 Paneis b) ARTICLE Content of the Invitation To Applicable, except Artiele 24.1 24 Tender p), q), r) and s) ARTICLE Addressees of the Invitation To Applicable, except Artiele 27(1) 27 Tender b); c)(i); d)(i), and 27(4) Applicable, except Artiele 42.4 which is replaced by the ARTICLE Results of Evaluation and following: 42 Recommendation “The above recommendation shall be submitted for decision 13  by the RPA Board which may when considered necessary take into account other elements with the aim of attaining the objectives set under Article 10.1 c)” Submission of Contract Proposal ARTICLE and Information Note to the Not applicable 43 Industrial Policy Committee the Tender B. Adjustments to the ESA Implementing Instruction concerning Evaluation Manual Evaluation Manual Any referenee to “the Procurement Regulations” in the Tender regulations in 4(Annex III to ESAJREGIOOI) shall be understood as the tailored set of this Annex 2. 7.7.1 or 7.7.3) Any reference to ESA Industrial policy or geographical distribution (e.g., shafl not be applicable. cts C. Adjustments to the General Conditions of Tender for ESA Contra ions of Tender Any reference to “the Procurement Regulations” in the General Condit as the tailored set for ESA Contracts (Annex IV to ESAJREGIOO1) shall be understood ofregulations in this Annex 2. ution in the General Any reference to ESA Industrial policy or geographical distrib applicable. Conditions of Tender for ESA Contracts (e.g., point A.4) shall not be 14  Annex 3: The RPA Board and ESA subordinate bodies A. The RPA Board 1. Composition The RPA Board shall be composed of the following members: - A Co-Chair appointed by Estonia; - A Co-Chair appointed by ESA; - A Secretary appointed by ESA; and - A Programme Manager appointed by ESA. Each Party shall notify the other Party of such appointments in writing within four weeks of the entry into foree of the present Agreement. ESA may appoint the same individual to hold the functions ofboth Secretary and Programme Manager. 2. Responsibilities The members of the RPA Board shall have the following responsibilities: a) The decisions of the RPA Board foreseen under this Agreement shall be taken exclusively by the Co-Chairs. Such decisions shall be taken jointly by the Co-Chairs and shali require agreement of both, subject to the respeetive Parties’ approval procedures, if applicable. In particular, any procurement implemented under this Agreement needs to be approved by both Co-Chairs, as set out in Article 3 above. b) The Secretary shall be responsibie for handling any administrative matter arising during the impiementation of the RPA including, in particular, the preparation of quarterly reports submitted to the RPA Board, the preparation of the annual review of the activities by the RPA Board and the preparation of the decisions of the RPA Board. The Secretary shall also be responsible for the organisation of the meetings of the RPA Board, including the recording of ali decisions. c) The Programme Manager shaii be responsibie for the impiementation of ali the decisions of the RPA Board and for the day-to-day implementation of the RPA. 3. Quarterly reporting A quarterly report shali be prepared by the Secretary and distributed to the RPA Board. It shali cover: - The financial situation of the RPA; - The iist ofapproved activities and their status; - The high-levei assessment of the performance; - The key events or issues the past three months. 15  4. Annual review each year. It shall be attended by: An annual review of the RPA shall be held - The RPA Board; hair (optional); and - A maximum ofthree advisors for each Co-C - An assistant to the Seeretary (optional). of both Co-Chairs and may include ESA Additional attendees are subject to approval ali such advisors, assistants and additionai programme representatives. The role of opinions and reporting; they shall have no attendees is Iimited to the expression of decision-making authority. The annual review shall cover: - The financiai situation of the RPA; The status of each approved activity; events, trainings etc.); - The planning for the year ahead (calls, atic aspects of any open cails - - Discussion and agreement on the programm and their timing; ed Top-Down activities and - Discussion and agreement on any pre-plann their timing; - Any other business (AOB). Programme Boards B. Annual report to the IPC, AFC and annual report which shaIl include: The Programme Manager shall prepare an to date and used amount); A budget summary (contributed amount Euros and their status (title, prime - A list ofapproved activities over 50,000 negotiation, running, closed), - contractor, amount, status (approved, in objectives of the activity); and (e.g., Trainees, Secondments) A summary of other key information - pertinent to the RPA. the the RPA Board, the IPC, the AFC, and This annual report shall be submitted to on. The IPC may provide Councii with relevant programme boards for informati the report. comments and recommendations based on 16