2022/03/01 Innocode, Inc.
INNOVATION CONTRACT
THIS INNOVATION CONTRACT (“Agreement”) is made and effective this ______ day of
_______________, 2021 (“Effective Date”) by and between the CITY OF MENIFEE, a California
municipal corporation, (“Pilot Customer”) and INNOCODE Incorporated, a California Corporation
(“Supplier”). Pilot Customer and Supplier may sometimes herein be referred to individually as a
“Party” and collectively as the “Parties.”
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March, 2022
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CONTENTS
1 DEFINITIONS ............................................................................................................................... 1
2 BACKGROUND AND PURPOSE .................................................................................................... 2
3 STEERING GROUP, STEERING GROUP MANAGER, PROJECT MANAGER .................................... 2
4 WORK PLAN ................................................................................................................................ 3
5 JOINT OBLIGATIONS OF THE PARTIES ......................................................................................... 3
6 FINANCING OF THE PROJECT ...................................................................................................... 4
7 PROJECT BACKGROUND ............................................................................................................. 4
8 PROJECT RESULTS ....................................................................................................................... 4
9 AGREEMENT REGARDING PRODUCTION OF PRODUCTS WHICH ARE PART OF THE PROJECT
RESULTS ...................................................................................................................................... 5
10 DUTY OF SECRECY ....................................................................................................................... 6
11 BREACH ....................................................................................................................................... 6
12 SUB-SUPPLIERS, EMPLOYER LIABILITY AND LEGAL SUBJECT ...................................................... 7
13 DURATION AND TERMINATION .................................................................................................. 7
14 GOVERNING LAW AND LEGAL VENUE ........................................................................................ 7
15 SIGNING ...................................................................................................................................... 8
16 MISCELLANEOUS......................................................................................................................... 8
EXHIBIT A - SPECIFICATION .................................................................................................................... 10
EXHIBIT B - PROJECT BUDGET ................................................................................................................ 12
EXHIBIT C – OFFER LETTER..................................................................................................................... 15
EXHIBIT D – SAMPLE WORK PLAN ......................................................................................................... 24
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THE FOLLOWING HAS BEEN AGREED:
1 DEFINITIONS
1.1 "Agreement" means this innovation contract concerning research and development
cooperation, with all annexes.
1.2 “Final Report” means the report at the conclusion of the project that describes the results
obtained from the Innovation Project on the basis of the application and the assorted
assignment specification.
1.3 “Innovation Norway” means the Norwegian Government’s institution for innovation and
development of Norwegian enterprises and industry to which Supplier owes certain
obligations as further detailed by the Offer Letter and this Agreement.
1.4 "Intellectual Property Rights" mean all rights to technical solutions, methods, processes and
procedures, whether these have been patented, may be patented or not, and all copyrights
and rights to trademarks, designs, plant varieties, databases, circuit patterns, drawings,
specifications, prototypes, business secrets, know-how and similar.
1.5 "Offer Letter" means the offer letter from Innovation Norway, a Norwegian Government
institution, to Innocode AS attached hereto as Exhibit “C”. Supplier, as a California-based
entity owned primarily by Innocode AS, is fulfilling Innocode AS’ obligations under the Offer
Letter by entering into, being bound by, and executing this Agreement.
1.6 "Pilot Customer" means the legal entity stated to be the pilot customer in the Specification.
Pilot Customer and Supplier are each individually a “Party,” and collectively the “Parties.”
1.7 "Project" means the research and development of a citizen communication mobile application
(app) by the Supplier with cooperation of the Pilot Customer.
1.8 "Project Background" means the material contributions and Intellectual Property Rights which
the parties bring into the Project.
1.9 “Project Manager” means the person who will hold day-to-day responsibility for the Project,
keeping the Steering Group informed of all significant aspects of the Project, and implementing
decisions by the Steering Group.
1.10 "Project Result" means all results created or achieved in conjunction with the Project,
including Intellectual Property Rights, irrespective of whether the results are protected by
legislation.
1.11 “Steering Group” means the group responsible for ensuring the responsible organisation and
performance of the Project in accordance with the Offer Letter and that the cooperation
between the parties functions well.
1.12 “Steering Group Manager” means the person who is assigned the responsibility of managing
the Steering Group.
1.13 "Specification" means the specification included in schedule 1, attached hereto as Exhibit “A”.
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1.14 "Supplier" means the legal entity stated to be the supplier in the Specification. Pilot Customer
and Supplier are each individually a “Party,” and collectively the “Parties.”
1.15 “Work Plan” means the document that is the basis for the professional and financial
implementation of the Project, and for the concrete description of the Parties’ obligations. The
Work Plan shall be adopted by the Steering Group. The Work Plan for this Agreement has not
yet been developed and will be organized under the Agreement. Exhibit “D” is a sample work
plan for reference purposes only.
2 BACKGROUND AND PURPOSE
2.1 Innovation Norway has granted the Supplier’s application for funding for the Project on the
terms set out in the Offer Letter.
2.2 The purpose of the Agreement is to regulate the Parties' rights and obligations in conjunction
with the performance of the Project in accordance with the Offer Letter.
2.3 Pilot Customer enters into this Agreement for good and valuable consideration in the form of
the Project being developed to serve Pilot Customer.
2.4 Supplier enters into this Agreement for good and valuable consideration in the form of a
marketing showcase that proves that the Supplier’s citizen engagement platform can be
successful in the U.S. as well as in Norway
3 STEERING GROUP, STEERING GROUP MANAGER, PROJECT MANAGER
3.1 The Parties shall each select two members of the Steering Group.
3.2 One of the members from the Pilot Customer will be the Steering Group Manager, and one of
the members from the Supplier will be the Project Manager. The Pilot Customer and the
Supplier will determine who is to be nominated for these roles.
3.3 The Parties may freely replace their members of the Steering Group, but shall at all times keep
the Steering Group Manager and Project Manager informed of who represents the Party.
3.4 The Steering Group shall ensure the responsible organisation and performance of the Project
in accordance with the Offer Letter, and ensure that the cooperation between the Parties
functions well.
3.5 The Project Manager will hold day-to-day responsibility for the Project and shall:
3.5.1 keep the Steering Group informed of all significant aspects of the Project; and
3.5.2 implement decisions by the Steering Group.
3.6 As required, or when requested by the Project Manager, the Steering Group Manager will
convene meetings of the Steering Group, within 10 working days reasonable notice. The notice
convening a meeting shall include documents necessary for the purposes of the meeting.
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3.7 The Steering Group will consider cases at the meeting, unless the Steering Group Manager
finds that the cases may be submitted in writing, or considered on another appropriate basis.
The meetings are led by the Steering Group Manager.
3.8 Unless stated otherwise in this Agreement, cases will be decided by the Steering Group, by a
simple majority of the votes cast. In the event of a tied vote, the Steering Group Manager will
hold the deciding vote.
3.9 The Steering Group Manager will be responsible for minutes being taken of the proceedings of
the Steering Group. The minutes shall at least state time and place, participants, method of
consideration and decisions of the Steering Group. If a decision by the Steering Group is not
unanimous, it shall be stated who voted against and in favour, respectively. The protocol of
the minutes shall be signed or approved by other means (such as confirmation by e-mail) by
the members who took part in the consideration by the Steering Group.
4 WORK PLAN
4.1 In order to specify and follow up on initiatives in the Project (as stated in the Application and
Offer Letter), the Project Manager will prepare a Work Plan as the basis for the professional
and financial implementation of the Project, and for the concrete description of the Parties'
obligations. Exhibit “D” is a sample work plan included for reference purposes only.
4.2 The Work Plan shall be adopted by the Steering Group by a simple majority of the votes cast.
In the event of a tied vote, the Steering Group Manager will hold the deciding vote.
4.3 The Work Plan, once prepared and adopted, shall be incorporated into this Agreement, and
shall be binding on the Parties hereto.
5 JOINT OBLIGATIONS OF THE PARTIES
5.1 In addition to any specific obligations set out in the Specification and other obligations
according to this Agreement, the Parties shall:
5.1.1 respond to contact from the other Party within three working days
5.1.2 notify the other Party within five working days of any matters which the Party believes
or should believe may be of significance to the Agreement;
5.1.3 cooperate loyally with the other Party and, to the extent necessary, with third Parties
to facilitate completion of the Project under the terms of this Agreement; and
5.1.4 fulfil its obligations in accordance with the Agreement and the Work Plan
professionally, effectively and to a high technical standard.
5.2 The Supplier shall:
5.2.1 keep Innovation Norway informed about any changes to the Project;
5.2.2 record activities and time spent in the Project to enable the Final Report;
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5.2.3 create and distribute, to Innovation Norway, a Final Report once the Project is
delivered
5.3 The Pilot Customer shall keep a record of all activities carried out within the Project and share
this with the Supplier to enable the creation of the Final Report
6 FINANCING OF THE PROJECT
6.1 The Project will be financed in accordance with the requirements set out in the Offer Letter
and Project Budget attached as Exhibits “B“ and “C” respectively to this Agreement.
6.2 All financing by the Pilot Customer shall be in the form of staff work hours spent fulfilling the
Pilot Customer’s obligations under this Agreement.
7 PROJECT BACKGROUND
7.1 Ownership
7.1.1 Rights of ownership and Intellectual Property Rights related to the Project Background
will be retained by the Party which brought the Project Background into the Project.
7.1.2 Each of the Parties’ Project Backgrounds considered to be relevant on the
establishment of the Agreement shall be described in the Specification.
7.2 Rights of use
7.2.1 The Parties grant each other a remuneration-free right to use each other's Project
Background to the extent that such right of use is necessary for:
7.2.1.1 the Parties to be able to perform their own work in the Project; and
7.2.1.2 the Project Results to be used commercially.
8 PROJECT RESULTS
8.1 Ownership
8.1.1 The rights of ownership and Intellectual Property Rights related to the Project Results
shall accrue to the Supplier, irrespective of whether the Supplier, the Pilot Customer
or their sub-suppliers create the Project Results. The Supplier's rights include any form
of commercial and non-commercial use of the Project Results, including (but not
limited to) any form of:
8.1.1.1 production of copies, display, dissemination and presentation;
8.1.1.2 change/processing/further development; and
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8.1.1.3 full or partial further transfer and licensing.
8.1.2 The Supplier itself will determine whether and the extent to which the Project Results
shall be protected by industrial legal protection measures (such as patent, design and
trademark registration) or by other means.
8.2 Rights of use
8.2.1 The Pilot Customer is granted a perpetual right and license to use the Project Results:
8.2.1.1 for use in its own activities producing (either itself or via the Supplier (cf.
clause 9) or a third party) products that are part of the Project Results up
until one year after Agreement signing; and
8.2.1.2 If a separate license/subscription agreement has been entered into with the
Supplier.
8.2.2 The rights in clause 8.2.1 are limited to use in the Pilot Customer's own activities. This
entails that the Pilot Customer may not:
8.2.2.1 offer or sell products that are part of the Project Results (unless the products
are an integrated part of the Pilot Customer's own product);
8.2.2.2 offer or sell procedures that are part of the Project Results; or
8.2.2.3 otherwise give other parties the right to make commercial or non-
commercial use of the Project Results via licences, or by other means.
9 AGREEMENT REGARDING PRODUCTION OF PRODUCTS WHICH ARE
PART OF THE PROJECT RESULTS
9.1 If the Supplier commences production of products which are part of the Project Results, the
Supplier is obligated to:
9.1.1 inform the Pilot Customer; and
9.1.2 enter into an agreement with the Pilot Customer for the production and delivery of
these products, if the Pilot Customer desires such an agreement.
9.2 Unless competition legislation or other regulation prevents it, the agreement between the
Pilot Customer and the Supplier according to clause 9.1.2 shall contain a most favoured nation
clause. The most favoured nation clause will ensure that the Pilot Customer is at all times
offered commercial and legal rights and benefits under the agreement with the Supplier that
are equal to or more favourable than the rights and benefits received by any other parties.
9.3 Unless otherwise agreed between the Supplier and the Pilot Customer, the Pilot Customer's
rights in accordance with this clause 9 shall not limit the Supplier's right to enter into
agreements with third parties for the production and delivery of products that are part of
the Project Results.
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10 DUTY OF SECRECY
10.1 Information that comes into the possession of the parties in connection with the Innovation
Project, the Agreement and the implementation of the Agreement, shall in general not be kept
confidential unless one of the Parties requires any specified information not be disclosed to
any third party without the consent of the other Party.
10.2 Any other information not being clearly marked by either party as confidential may be used by
either party to promote the Project, the Project Results, and the party itself.
10.3 Except as otherwise provided in this Agreement, the Parties shall take all reasonably necessary
precautions to prevent unauthorised persons from gaining access to, or knowledge of,
information clearly marked as confidential.
10.4 The confidentiality obligation shall not prevent information from being used when there is no
legitimate interest in keeping it confidential, for example when it is in the public domain or is
accessible to the public elsewhere.
10.5 The confidentiality obligation shall continue to apply after the expiry or termination of the
Agreement, and shall bind the employees, agents, volunteers, contractors, or others who gain
access to information clearly marked confidential through either Party, even after the
termination of such employment, agency, volunteer position, contract, or other relationship.
10.6 For a party that is a public enterprise the duty of secrecy according to this clause shall not be
more extensive than laid down by applicable California or United States law. The
confidentiality obligation pursuant to this clause 10 shall not prevent the disclosure of
information if such disclosure is demanded pursuant to laws or regulations, including any
disclosure or right of access pursuant to the Freedom of Information Act or the California Public
Records Act.
11 BREACH
11.1 A Party is deemed to be in breach of this Agreement upon failure to fulfil its obligations
pursuant to the Agreement.
11.2 In no event shall a Party be liable for breach of this Agreement when such breach is directly
caused by the wrongful or unlawful act of the other Party.
11.3 Neither Party will be liable for any failure or delay in performing an obligation under this
Agreement that is due to any of the following causes (which events and/or circumstances are
hereinafter referred to as “Force Majeure”), to the extent beyond its reasonable control: acts
of God, accident, riots, war, terrorist act, epidemic, pandemic, quarantine, civil commotion,
breakdown of communication facilities, breakdown of web host, breakdown of internet service
provider, natural catastrophes, governmental acts or omissions, changes in laws or
regulations, national strikes, fire, explosion, generalized lack of availability of raw materials or
energy; provided that the Parties stipulate that Force Majeure shall not include the novel
coronavirus Covid-19 pandemic which is ongoing as of the date of the execution of this
Agreement. Force Majeure shall not include (a) financial distress nor the inability of either
Party to make a profit or avoid a financial loss, (b) changes in the market prices or conditions,
or (c) a Party's financial inability to perform its obligations hereunder.
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11.4 If one of the Parties is unable to fulfil its obligations as agreed, the party shall give the other
party written notice thereof within five working days. The notice shall state the reason for the
problem and shall as far as possible state when the performance can take place. The same will
apply if further delays shall be expected after the first notice has been given.
11.5 In the event of material breach, after giving the Party in breach written notice and 10 working
day to rectify the matter, a Party may terminate the Agreement with immediate effect if the
material breach remains uncured after 10 working days from the date notice is given.
11.6 Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the Parties are cumulative and the exercise by either
Party of one or more of such rights or remedies shall not preclude the exercise by it, at the
same or different times, of any other rights or remedies for the same default or any other
default by the other Party.
12 SUB-SUPPLIERS, EMPLOYER LIABILITY AND LEGAL SUBJECT
12.1 A Party's use and replacement of any sub-supplier in order to fulfil its obligations under the
Project shall be approved by the Steering Group. Approval shall not be unreasonably withheld.
12.2 Unless expressly agreed otherwise, the employer liability for and employment of a Party's
employees who participate in the Project may not be changed. The Parties shall enter into the
agreements with owners, employees, partners, sub-suppliers and other parties that are
necessary to fulfil the obligations of the party concerned under this Agreement, including to
ensure the necessary transfer of Intellectual Property Rights related to the Project Results (cf.
clause 8).
12.3 The Project is not a separate legal entity and shall not act as such towards the surroundings.
13 DURATION AND TERMINATION
13.1 The Agreement will enter into force when it is signed and will run – unless otherwise agreed
by the parties – until one year after Agreement signing.
13.2 The Pilot Customer may terminate the Agreement and the Project for any reason by at
providing at least 30-days written notice to Supplier.
14 GOVERNING LAW AND LEGAL VENUE
14.1 The internal laws of the State of California shall govern the interpretation and enforcement of
this Agreement.
14.2 In the event that either Party brings any action against the other under this Agreement, the
Parties agree that trial of such action shall be vested exclusively in Riverside County, California.
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15 SIGNING
15.1 The Agreement is signed in the Specification.
16 MISCELLANEOUS
16.1 If either Party to this Agreement brings any action, including an action for declaratory relief, to
enforce or interpret the provision of this Agreement, the prevailing Party shall be entitled to
reasonable attorneys’ fees and expenses including costs, in addition to any other relief to
which that Party may be entitled; provided, however, that the attorneys’ fees awarded
pursuant to this clause shall not exceed the hourly rate paid by the Pilot Customer for legal
services multiplied by the reasonable number of hours spent by the prevailing Party in the
conduct of the litigation. The court may set such fees in the same action or in a separate action
brought for that purpose.
16.2 If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be
affected thereby and all other parts of this Agreement shall nevertheless be in full force and
effect.
16.3 The section headings contained in this Agreement are included for convenience only and shall
not limit or otherwise affect the terms of this Agreement.
16.4 The waiver of any breach of a specific provision of this Agreement does not constitute a waiver
of any other breach of that term or any other term of this Agreement.
16.5 The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the
successors and assigns of the Parties.
16.6 This Agreement, including the attachments hereto, and the Work Plan referenced herein,
represents the entire and integrated agreement between Parties and supersedes all prior
negotiations, representations, or agreements, either written or oral.
16.7 This Agreement may be executed in multiple counterparts, each of which shall be an original
and all of which together shall constitute one agreement.
16.8 The persons executing this Agreement on behalf of each of the Parties hereto represent and
warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement,
such Party is formally bound to the provisions of this Agreement, and (iv) that entering into
this Agreement does not violate any provision of any other Agreement to which said Party is
bound.
16.9 Supplier covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming
under or through them, that in the performance of this Agreement there shall be no
discrimination against or segregation of, any person or group of persons on account of any
impermissible classification including, but not limited to, race, color, creed, religion, sex,
marital status, sexual orientation, national origin, or ancestry.
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16.10 With the exception of the specific provisions set forth in this Agreement, there are no intended
third-party beneficiaries under this Agreement and no such other third parties shall have any
rights or obligations hereunder.
16.11 No officer, official, employee, agent, representative, or volunteer of Pilot Customer shall be
personally liable to Supplier, or any successor in interest, in the event of any default or breach
by Pilot Customer or for any amount which may become due to Supplier or to its successor, or
for breach of any obligation of the terms of this Agreement.
16.12 Supplier declares and warrants that no undue influence or pressure is used against or in
concert with any officer or employee of Pilot Customer in connection with the award, terms or
implementation of this Agreement, including any method of coercion, confidential financial
arrangement, or financial inducement. No officer or employee of Pilot Customer shall receive
compensation, directly or indirectly, from Supplier, or from any officer, employee, or agent of
Supplier, in connection with the award of this Agreement or any work to be conducted as a
result of this Agreement.
16.13 No member, officer, or employee of Pilot Customer, or their designees or agents, and no public
official who exercises authority over or has responsibilities with respect to this Agreement
during his/her tenure or for one (1) year thereafter, shall have any interest, direct or indirect,
in any agreement or sub-agreement, or the proceeds thereof, for the services to be performed
under this Agreement.
16.14 At all times during the term of this Agreement, Supplier shall be an independent contractor
and shall not be an employee of Pilot Customer.
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EXHIBIT A
EXHIBIT A
SCHEDULE 1 SPECIFICATION
1 SUPPLIER
Company name: Innocode Incorporated
Address: 470 RAMONA STREET
PALO ALTO CA 94301
2 PILOT CUSTOMER
Municipality name: City of Menifee, a California municipal
corporation
Address: 29844 Haun Road, Menifee, CA 92586
3 APPLICATION
Date:
4 OFFER LETTER
Date:
Innovation Norway's reference: 2020/534139
5 PROJECT BACKGROUND
5.1 The Supplier's Project Background
Innocode AS has developed Smart City technology in the form of Citizen Apps on a product suite
platform delivered to a range of Norwegian Municipalities/Counties/Cities. The project aims to
further develop the technology and test launch cases internationally with dedicated pilot
partners/customers Supplier is a reseller of Innocode AS products and majority owned by Innocode
AS. Supplier is fulfilling Innocode AS’ obligations under the Offer Letter by entering into, being bound
by, and executing this Agreement.
5.2 The Pilot Customer's Project Background
Pilot customer is a city in the County of Riverside, California, and enters into this Agreement for the
development of a citizen app for use in the City.
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EXHIBIT A
6 SIGNATURES
Innocode Inc. City of Menifee
Palo Alto, date Menifee, date
Signature Signature
STEINAR BJORNSEN Name in BLOCK CAPITALS
President Title
Approved As To Form:
___________________________________
Jeffrey T. Melching, City Attorney
Attest:
___________________________________
Stephanie Roseen, Acting City Clerk
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City Manager
Armando G. Villa
3/1/2022
EXHIBIT B
EXHIBIT B:
PROJECT BUDGET
The Project is estimated to cost a total of USD 90,000.
The financing is based on the cost estimate given in the Application for a grant for the Project.
The Project will be financed as follows:
The Supplier’s financing USD 50,000
The Pilot Customer’s financing USD 25,000
(Delivered through 357 project hours of work performed at rate USD 70/h)
Grant from Innovation Norway USD 15,000
Total funding USD 90,000
The detailed distribution of funding for the various items of the Parties is specified in the Work Plan.
Contributions in the form of reported hours in the Project are used as a basis for the Pilot Customer’s
financing. For own work, this applies to this being approved at an hourly rate corresponding to 1 per
mille of annual salary stated per person or group of persons, unless Innovation Norway adopts another
rate. The subsidy from Innovation Norway is calculated on the basis of the Supplier Company's cost
basis in accordance with current European Economic Area (“EEA”) regulations for state aid.
The Project will run for one year from date of Agreement signing.
If Pilot Customer wishes to terminate the Project prior to the termination date of the Agreement, it
must inform the Supplier in writing no less than 30 days prior to project termination.
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EXHIBIT B
If Pilot Customer wishes to continue offering Project services beyond the one-year pilot program, the
following annual license fees will apply (delivery of which to be further specified in a separate
contract):
City Info module: $9,000
Community module: $3,700
Smart City module: $4,500
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EXHIBIT B
Project member: (Name) Project year: 2021
Innovation
project
Project title: Smart City Technology - Resident engagement and information
Project no.:
020/534139 Internal hour cost: USD 70
Date Activity Project target Hours
Internal
cost
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Sum 0 0
Date:
Signature of Project member:
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EXHIBIT C
EXHIBIT C:
OFFER LETTER
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13.10.2021, 11:06 Offer for Development Grants
EXHIBIT C
Page 1
INNOCODE AS
FREDENSBORGVEIEN 24D
0177 OSLO
Att. Morten Holst
Your ref .: Our ref .: Date:
2020/534139 07.07.2020
- OFFER FOR GRANT NOK 3,800,000
We refer to the application received on 22.06.2020, and may, following a decision in Innovation Norway on 02.07.2020, make the following
offer to:
INNOCODE AS
- 1. Grant amount
Innovation Norway grants a grant of up to
NOK 3,800,000 --crone three million eight hundred thousand--
2. Approved cost framework
Research, development and innovation:
Eligible costs (amounts in full NOK) Basis of support Project costs Project costs
applicant partner
Personnel costs employees, incl. Overhead 6,945,000 6,945,000 3,000,000
Rent / depreciation - premises, instruments and equipment 0 0 0
Contract research and consultancy 2 345 000 2 345 000 0
IPR (incl. Patents), invoiced purchase and / or license 710 000 0 0
Production of prototype / pilot plant 0 0 0
Other new overhead and other operating costs 0 710 000 0
SUM 10,000,000 10,000,000 3,000,000
Financing Amount in full NOK Share in%
Innovation grants 3,800,000 38
Innovation loans 2,500,000 25
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13.10.2021, 11:06 Offer for Development Grants
EXHIBIT C
SUM 6 300 000 63
Please note that approved costs must be costs excluding VAT, for companies
Akersgata 13
PO Box 448 Center,
N-0104 Oslo, Norway
T. +47 22 00 25 00
F. +47 22 00 25 01
post@innovasjonnorge.no
www.innovasjonnorge.no Org. no: 986 399 445
- Page 2
Please note that approved costs must be costs excluding VAT, for companies who is entitled to a deduction
for input VAT, and that only accounted costs have been incurred after the date for submission of an
application that can be approved.
Use of own employees must be documented with time sheets with associated hourly rates according to below
hourly rates. Such expenses shall appear separately in the project accounts.
All hours included in the project accounts must be reported in the salary.
The approved hourly rate is up to 1.2 per mille of the agreed and real annual salary, but limited to NOK 700 per hour. The
approved up to 1,850 hours per year.
For the holder's work effort in sole proprietorships and the participants' work performed in ANS and DA is
approved a maximum rate of NOK 350 / h and a maximum of 1,850 t / year.
Hourly rates also include standard overhead costs.
Time lists must be signed by project participants and project manager.
For investment projects, acquisition cost is approved.
In addition, a number of supplementary provisions apply to e.g. hourly rates, purchases from close relatives to the borrower /
grant recipient and investment projects, see https://innovasjonnorge.no/timesatser
3. Special conditions
Hourly rates:
The approved hourly rate is up to 1.2 per mille of the agreed and real annual salary, but limited to NOK 700 per hour. The
approved up to 1,850 hours per year.
Cooperation:
Before payment can take place, there must be a signed contract between the grant recipient and
agency / customer company that Innovation Norway can approve.
Other public support:
In determining the grant amount, Innovation Norway has assumed that no other publicity will be received support
than that stated in the application. In the case of such other public support, including SkatteFUNN, nevertheless
should be received to cover the same costs (support basis), the grant from Innovation Norway could be reduced
accordingly or lapse.
Value creation in Norway:
In processing the financing application, Innovation Norway has placed decisive emphasis on the potential for
value creation in Norway that is part of the project, including the establishment of jobs. It is therefore a condition
for the grant that a competence environment and an organization is built up in Norway, as described in the
application, for a minimum of 6 man-years by 2023 if the project is successful. Grant recipient must be on own
initiative to report to Innovation Norway on the status of building a competence environment and organization at
the end of 2023 and at the end of 2024. Innovation Norway can demand that the grant be repaid, in full or in part,
if the conditions were not to be met. Reference is also made to the point in the standard terms for grants
regarding claims for reimbursement if the business, equipment, intellectual property rights, etc. become sold or
moved out of the country.
Before the subsidy can be paid out, it is a prerequisite that Innocode AS guarantees to
Innovation Norway that the subsidy will be repaid if the conditions in the previous section were not met
fulfilled. The design of the guarantee must be approved in advance by Innovation Norway.
- 4. Acceptance of the
offer
The offer must be accepted in writing by 13.08.2020, otherwise it will lapse.
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Acceptance takes place upon return of the attached form "Response to offer of financing", signed by
signatory / procurator / general manager.
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- 5. Payment
Payment deadline
Claims for final payment of the subsidy must be accompanied by the necessary documentation, cf. the point
"Documentation for payment", be received by Innovation Norway by 10.10.2022 "Payment deadline", when
the offer otherwise lapses to the extent that it has not already been effected.
Innovation Norway may, upon application, extend the Payment Deadline. Such an application must be Innovation Norway in
no later than 30 days before the Payment Deadline.
Subject to payment
The offer may lapse, in whole or in part, if the grant recipient - without prior written consent from
Innovation Norway - changes the plans on which the offer is based.
If the project requires less capital than anticipated, the grant is reduced proportionately. If the project requires more
capital than expected, it is assumed that the increased capital requirement is financed on one way that Innovation
Norway can approve.
The offer lapses if the grant recipient applies for debt negotiation, goes bankrupt, or liquidates his
business before the grant is paid.
Any interest due and installments on current loans may be set off against the payment of the subsidy.
Documentation for payment
The following terms apply to payment unless otherwise stated in the item "special terms".
Up to 30% of the subsidy is paid in advance when available:
accepted offer
written confirmation that the project has been initiated as planned
documentation that "special conditions" in the decision have been
met documentation of full financing of the project request for
payment from the grant recipient.
An additional 50% of the grant can be paid when at least 50% of the total project costs have been incurred. This
must be documented through the following:
Project accounts audited by the auditor in line with international standards for related services ISRS 4400
Agreed control actions . If the grant recipient is not required to audit, the project accounts can controlled
by a certified public accountant. The following control actions must be performed:
sample-based control of a selection of cost items in the project accounts against
underlying documentation (appendix). It must be stated how the random sampling was
carried out. The costs must be within the cost items approved in the offer letter from
Innovation Norway;
that time sheets are signed by project participants and project manager. that investment projects in the event of the use
of own employees and own equipment are in accordance with the amounts as stated in the offer letter and with the
hours that the auditor or authorized accountant can approve as directly attributable to the asset's acquisition cost. that
the booked cost in the project accounts corresponds to the time sheets on the project multiplied by hourly rates that
Innovation Norway can approve and that hours that are included in the project accounts are salary reported. that costs
are exclusive of VAT. for enterprises that are entitled to a deduction for input VAT. for own approved work, it must be
checked that the booked cost in the project accounts - with exceptions for template overhead costs - votes with kept
timesheets on the project multiplied with hourly rates that Innovation Norway can approve (See:
http://www.innovasjonnorge.no/timesatser); checking that the items in the project accounts match
the corresponding items posted in the company's accounting system in accordance with
requirements given in or pursuant to accounting legislation.
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In addition, there must be:
documentation that the project follows the assumed progress plan.
documentation that shows how accrued costs are financed.
The aforementioned control actions shall be performed in accordance with the guidelines on the accountant's control actions
aimed at project accounts for Innovation Norway (See: http://www.innovasjonnorge.no/prosjektregnskap) .
Innovation Norway has the right to demand information about the project's progress at any time.
Upon final payment or within the Payment Deadline, there must be project accounts confirmed by the
auditor or an authorized public accountant in accordance with the above, and:
documentation that shows how accrued costs are financed written final report describing
planned and actually completed activities, goal achievement and a assessment of usefulness.
Final payment can be made when the project accounts and final report have been approved by Innovation Norway.
- 6. Standard Terms
(standard for current subsidy scheme)
Intellectual property rights
Intellectual property rights, such as patents, trademarks, designs, know-how, copyrights, etc.,
current or future, which are developed during the project or form part of the project, shall be
the recipient's property or disposed of by the recipient through the license or other right of
use.
The grant recipient must have satisfactory descriptions, documentation and source codes regarding
intellectual property rights, production methods / systems etc. that are developed under or form part of
the project, and store these in a safe manner. Innovation Norway may also demand that it be submitted
necessary intellectual property declarations.
Especially about subsidies for machines and equipment
Machines and equipment that are financed with grants must be new unless otherwise approved by
Innovation Norway.
In the event that grants have been used for partial financing of machinery or equipment, it is assumed that this is not the case
leased financed or encumbered with a sales lien.
Duty to notify
The grant recipient is obliged to notify Innovation Norway in writing as soon as possible if
the work on the project is interrupted, or is severely delayed (within the agreement period), or
the project for which a grant has been awarded has been completed.
Refund
Grants paid can be demanded repaid in full or in part if property is sold or the grant recipient
business, equipment or intellectual property rights are sold or moved out of the country or from a district
policy scope to another scope within five years from the date of payment, unless otherwise stipulated of
Innovation Norway. The business is also considered relocated if the activity in the project is significant
reduced in favor of similar activity in areas other than the application. Grant recipient is obliged to notify
Innovation Norway in advance of a sale or relocation.
If the grant recipient provides incorrect information or the grant is not used in accordance with
the conditions for the award, the grant may be demanded to be repaid in full or in part. The same goes for if there is
a significant breach of the accounting legislation in connection with the filing project accounting.
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Page 5 project accounting.
Are documented project costs at the Payment Deadline lower than the project costs that were assumed in the
cost basis for the commitment, the basis for payment is reduced accordingly. If it is paid out too much
subsidy after such a possible reduction, Innovation Norway can demand back too much paid subsidy.
Control
Innovation Norway and the Office of the Auditor General have the right to implement control of the grant being used
accordingly preconditions.
Ethics and social responsibility
Innovation Norway shall contribute to sustainable development, including increased social responsibility in Norwegian business and
industry. It is the parties' common premise that the business must be based on high standards of ethical attitudes, avoid contributing to
corruption, human rights violations, poor working conditions or harmful effects on local communities and the environment. Innovation
Norway expects customers and partners has guidelines for ethics and social responsibility in the business.
If serious matters are discovered in violation of the above, Innovation Norway may withdraw
the offer or demand a refund of the grant.
The grant will not normally be paid out if there is a reasonable suspicion that the grant recipient
or key persons in the grant recipient's activities are involved in matters as mentioned in the Penal Code
§§ 387, 388 or 389 (corruption). The subsidy can also be refused payment if it is available accordingly
suspicion of other serious economic crime, including environmental crime, tax evasion or misuse of
public funds.
The subsidy will normally be demanded to be repaid if there is an approved fine or judgment against
grant recipient or key persons in the grant recipient's activities on the basis of conditions as
mentioned in the Penal Code §§ 387, 388 or 389. The same applies if there is an approved fine or
judgment against grant recipient or said persons for other economic crime, including environmental
crime, tax evasion or misuse of public funds.
Processing of personal data
Innovation Norway's processing of personal data is described in the privacy statement that is
available at innovasjonnorge.no. The privacy statement includes information about processing
purposes, which categories of personal data are processed and which personal categories the
personal data relates to.
As described in more detail in the privacy statement, Innovation Norway will be able to process, among other
things personal information about persons who have roles (general manager, board member, contact person, etc.)
in the companies and other legal entities with which Innovation Norway has entered into an agreement. Grant
recipient duties - by reference to the privacy statement or otherwise - to inform these persons on Innovation
Norway's processing of their personal data.
Tax
The subsidy is normally taxable income and must be recognized as income by the recipient.
The EEA Agreement
Subsidies paid can be demanded to be repaid if the aid is found to be in conflict with the EEA Agreement
regulations. In this connection, the following conditions apply:
Innovation Norway has the right to demand the presentation of the required information.
Beneficiary has a duty to provide information about other public support.
Illegally paid aid can be claimed back.
The conditions for a possible claim for repayment of the aid are determined in each individual case.
The interest rate on the repayment claim shall be based on the market interest rate. The interest rate should usually run from
the day on which the aid is received and until the amount is finally repaid.
Questionnaire
It is a prerequisite that the company participates in any surveys in connection with that Innovation
Norway or the ministries carry out evaluations, customer surveys, etc. of Innovation Norway
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Norway or the ministries carry out evaluations, customer surveys, etc. of Innovation Norway
business. Such surveys are important in the work of developing the best possible service offering business.
Media coverage
When presenting and possibly profiling the project in the media, it is assumed that Innovation Norway
participation is discussed.
For any questions in connection with this letter, please contact case manager Ann-Mari Skinne as
can be reached by phone +4790129528 or e-mail ann-mari.skinne@innovasjonnorge.no.
With best regards for
Innovation Norway
Ann-Mari Skinne
Special adviser
(This document is approved electronically, and therefore has no physical signature)
Attached is sent:
- Form for response to offers of financing
- Payment request form
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Returned to Innovation Norway
- REPLY TO OFFER ON GRANT OF 02.07.2020
The offer must be accepted by 13.08.2020, otherwise the offer lapses.
We accept the offer of grants and accept the terms Yes no
Give a short feedback, if the offer is not desired to use:
Grant recipient INNOCODE AS
Grant recipient org.nr. / personnr. 996678601
Amount granted Kr 3,800,000
Case number 2020/534139
Means Innovation grant (UT-FRI-INNO 1210)
Before payment, a written request must be sent to Innovation Norway. Attached form for
payment request must be used.
Payment shall be made to:
Name of beneficiary
Beneficiary account no.
Beneficiary's birth / org. No.
In the event of a change of bank connection / account number, Innovation Norway must be informed in writing.
Beneficiary's signature:
Place date Authorized signatory / procurator / Signature is repeated by machine or
CEO block letters
Returned to:
Innovation Norway electronically from our website www.innovasjonnorge.no/innsending
Or post@innovasjonnorge.no
Or
PO Box 448 Center
0104 Oslo
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- PAYMENT REQUEST
Name INNOCODE AS Company No. 996678601
Case number 2020/534139 Municipality 0301
OSLO
Account number 1101.16234-3
Means Innovation grant (UT-FRI-INNO 1210)
Case title Smart communities -Technology for citizen dialogue, information and participation
Granted
Amount granted (NOK) 3,800,000 100% date 02.07.2020
Amount paid out (NOK) 0% Payout
deadline 10.10.2022
Canceled amount (NOK) 0 0%
Support
basis
(kr) 3,800,000
Available amount (NOK) 3,800,000 100%
The payment request can be sent to Innovation Norway only when all standard and special conditions in the offer
letter related to the payment is met. All necessary documentation related to the terms and conditions must be
attached the payment request.
See more about terms and documentation for payment in the offer letter.
- Payout category
Check whether part or all of the amount is to be paid out Partial payment Final payment
Payment Amount
to be paid
Account number
Account holders name
Account holder org.nr./personal number
The stated bank account number must always be held by the company / person who is stated as the account owner.
- Signature
Place date Borrower Beneficiary
The payment request with documentation is returned to:
Innovation Norway electronically from our website www.innovasjonnorge.no/innsending
or post@innovasjonnorge.no
or
PO Box 448 Center
0104 Oslo
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EXHIBIT D
EXHIBIT D:
SAMPLE WORK PLAN
The sample work plan below is provided for example purposes only and shall not create any obligation for the Parties
under the terms thereof, nor shall it bind the Parties to following the form or substance of this sample work plan for the
Work Plan created under the terms of this Agreement.
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