CONTRACT
Today, on the ......../......../ in Heraklion between:
A. The company under the name ….. with headquarters … Tax Identification
Number …., Tax Office ………………, as legally represented by Mr …
(hereinafter referred to as Employer or assigning authority)
B. The Special Account for Research Grants (EL) of the University of Crete, with
headquarters in Rethimnon, University Campus, Gallos, Rethimnon, Crete,
Greece, Tax Identification Number EL 090273059, Tax Office Rethimnon, as
legally represented for the conclusion of the present contract by its president
………………………………………., hereinafter referred to as “the Contractor”),
C. Mr…, professor, acting in his capacity as the head of the laboratory …,
Department of …., University of Crete, and as scientific responsible of the ….
(hereinafter called as scientific responsible)
the following were mutually agreed and covenanted:
Τhe assigning authority assigns to the contractor the execution of the following
project:
1. SUBJECT OF THE PROJECT
1.1 The contractor is hereby undertaking the duty, against the contractor’s
consideration mentioned hereinafter, to … (hereinafter called as the “project”).
1.2 Project deliverables
….
The description of the above deliverables is distinctive and therefore the scientific
supervisor may redetermine some of the deliverables on purpose of the possible
best execution of the project by the contractor.
2. EXECUTION OF THE PROJECT- ASSIGNMENT AND OUTSOURCING
2.1 The contractor declares that the execution and the fulfillment of the project
shall be undertaken by the scientific responsible of the project … The scientific
responsible, in the process of the execution of the project, shall use the structures,
equipment and personnel of the University of Crete, laboratory…
2.2. With the reservation of the above term, the duties may not be assigned or
outsourced, either partially or entirely, to any third parties without the previous written
consent of the Employer.
2.3. In any case, the Contractor is not released from any liability or obligation deriving
out of the Contract.
3. TERM OF THE CONTRACT
The term of the contract is …. starting from …… and ending on ……. The results
of the project shall be delivered at once or partially. The project shall be
completed upon its delivery-acceptance, by the drafting and signing the relative
Delivery – Acceptance protocol, after the check and approval of the deliverables
by the Employer.
The term of the contract may not be prolonged, only in case of change of
deliverables of the contractor.
4. DUTIES OF THE CONTRACTOR
The Contractor undertakes and guarantees that it shall carry out the agreed project
no later than by the end of the above mentioned period (article 3), according to the
terms of the present contract and to the rules of science and technique and that the
project shall have the agreed identities.
5. CONSIDERATION AND PAYMENT METHOD
5.1. The Employer shall pay to the Contractor for the Project a total
consideration of ….. € plus VAT . In the above amount all legal duties, taxes
and levies are included, as they are in force on the time of the signature of the
contract or may be imposed afterwards, that shall be paid partially on the
progress of the project and after the partial delivery of the project (way of
payment)
5.2. This consideration is agreed and acknowledged by all parties as fixed, fair,
reasonable for the agreed Project and includes any kinds of expenses and costs
that may be incurred by the Contractor for the appropriate execution of the
present contract and is not subject to any change. This consideration shall be
burdened by any necessary and legal deductions of any nature.
5.3. For the payment of the consideration (included VAT), the Contractor shall
issue the respective invoice and the Employer shall pay in cash the relevant
amount.
5.4. The Contractor guarantees for the precision and invariability of its
remuneration, namely of …. Euros, based on the project budget, and it is not
entitled to claim the payment of any further amount for any reason and cause,
explicitly waving of any readjustment of the above amount, even for the causes
specified in article 388 of the Greek Civil Code.
6. CONTRACT TERMINATION
The present may be terminated by either party upon a written notice to the other
party, in case of any breach of any term of the present, which all are agreed as
essential, unless this breach is restored within ten days upon the relative notice.
After the termination of the present the Assigning Authority shall pay to the
contractor the amounts due to the Contractor by the Assigning Authority up
to the date of termination, according to the fulfilled up to then project. In
that case the contractor has to cease any action relating to the execution
of the project immediately after the termination notice, and to deliver to the
assigning authority within 3 working days the results of the project up to
then and to return all the material has been handed to the contractor for
the execution of the project.
7. FORCE MAJEURE
Neither the Employer nor the Contractor shall bear any responsibility for any
delay in the fulfillment of their obligations due to force majeure events and in this
case a reasonable time limit shall be granted to fulfill these obligations.
8. INTELLECTUAL PROPERTY RIGHTS
The Contractor explicitly and unconditionally undertakes and guarantees that the
creation of the Project and the general execution of its obligations in virtue of the
present contract are not contrary to any intellectual or industrial property rights of any
third parties. In any other case, the Contractor shall take all the necessary measures to
resolve the above conflict at its own responsibility and expense.
9. CONFIDENTIALITY CLAUSE
9.1 The parties agree to handle all affairs in absolute confidentiality and none of
the parties shall disclose them to any third parties without the written consent
of the other party.
9.2 The entire project of the present contract and any findings are considered to
be confidential and they shall be treated as such by the engaged parties.
9.3 The above obligations under points 2 and 3 also apply in the case of services
provision by subcontractors, partners or any third parties that may be
employed by the Contractor for the project execution. These provisions shall
be binding for the parties even after the completion or by any means
termination of the present contract.
10. WAIVER
The waiver of any right resulting by the present Contract applies only when
submitted in written, whereas any indulgence or tolerance demonstrated by any
party does not establish a precedent, nor does it prevent any court or extra-judicial
appeal aiming at the full satisfaction of any right deriving from the present
Contract.
11. CONTRACT INTERPRETATION
11.1
The present Contract cancels all previous agreements and understandings
and constitutes the entire agreement between the parties, whereas no
modification shall apply, unless it is made in written.
11.2
If any part or provision of the present contract is annulled by ruling of a
competent Court as illegal, invalid and unenforceable, this fact shall not
influence the validity of the remaining provisions, which shall remain valid and
applicable. The parties are obliged to cover the gap that may occur due to the
annulment of any provision through interpretation or with a supplementary
agreement, so that the financial object of the contract may be fulfilled.
12. NOTIFICATIONS
Any invitations, notifications and communications mentioned in the present
contract shall be written and addressed to the recipient's address, as mentioned
hereinafter, whereas they shall be sent either by registered mail and shall be
effective from the date of their delivery, or by fax, provided that there is a
confirmation of its receipt including its whole contents.
The Contractor’s address is: ….
The Employer’s address is: …
13. FINAL PROVISIONS
13.1 The Agreement is amended upon prior written consent of the contracting
parties.
13.2 The parties shall endeavor in good faith to resolve amicably, by mutual
agreement, any dispute that may arise between them in relation to the
Contract, using any technical, legal or other means they consider appropriate.
13.3 The present Contract is governed by the Greek law. Any dispute,
disagreement or conflict as to the execution, application or interpretation of
the present contract or the relations formed by it in general, shall be resolved
by the Courts of Heraklion, which are hereby considered to be exclusively
competent.
14. LANGUAGE OF THE AGREEMENT
The present Agreement has been drawn up in English and Greek. In case of
misinterpretations due to the bilingualism of the Agreement, the Greek text will
predominate. The precision and conformity of the translation from Greek into
English are ratified by the Heraklion lawyer Ms. Kalliopi Katsiyiannaki, in
accordance to article No.53 of the Lawyers Code.
The present Contract, was drafted in three (3) identical copies and is signed as
follows:
THE PARTIES
FOR THE ASSIGNING AUTHORITY
FOR THE CONTRACTOR
FOR THE SCIENTIFIC SUPERVISOR