Common use of – Procedure for Awarding Assignments Clause in Contracts

– Procedure for Awarding Assignments. 4.1 As the Bank determines a need for Services, it will choose between one of the following award procedures: (i) the procedure set out in Article 4.2 (Desktop Market Analysis) when the Services concern: • Advice on new standard venture debt operation under German law, being in particular the transactional support and general advice in respect of origination of venture debt transactions governed by German law; • Structuring advice, drafting, negotiating and monitoring (including amendment, waivers etc.) of contractual documents; • Assistance with conditions precedent; • Issuance of standard capacity and/or validity/enforceability legal opinions; • Legal due diligence and production of the relevant reports; • Production of legal analyses and memoranda on specific matters. (ii) the procedure set out in Article 4.3 (Mini Competition) • in all other situations; • when so requested by a client of the Bank who will pay for the Services; or • when the Services concern new other similar equity or quasi equity operations including corporate finance secured or unsecured loans to SME or MidCap with differing rankings, combined with remuneration features such as warrants or other performance participation structures. (iii) where the Assignment concerns a mix of Services within the meaning of Articles 4.1(i) and 4.1(ii), the procedure corresponding to the respective Service representing the highest estimated value. 4.2 Desktop Market Analysis (i) The Bank will prepare the Assignment Terms of Reference including at a minimum: • the scope of Services required; • the staff profiles required; • the required number of hours per staff profile; • the award criteria and weightings; • the pricing mechanism for the Assignment (fixed fee, capped fee); and • whether the Bank will permit a cap on liability and its amount. (ii) The Bank shall award each Assignment in accordance with the award criteria and weightings set out in the Assignment Terms of Reference as applied to all Framework Members. The award criteria shall be the most economically advantageous Proposal in terms of: (a) Total Price (weighting 20-40%), and (b) Technical Merit (60-80%), comprising one or more of the following criteria: i. Technical merits of the proposed team for the delivery of the Services (20-80%), and ii. Methodology for service delivery and technical resources (20-80%). (iii) The Bank will send by email to the successful Framework Member the Assignment Terms of Reference and will request its acceptance in writing that the Total Price and team selected by the Bank under sub-paragraph (ii) to Article 4.2 will constitute its Proposal. (iv) If the Framework Member does not give its acceptance or proposes any amendments to the information provided by the Bank under sub-paragraph (iii) to Article 4.2, or if the Framework Member is in a situation of conflicting interests that may negatively affect the performance of the Assignment, the Bank will contact the Framework Member ranking next under the Desktop Market Analysis, or may choose to cancel the procedure and conduct a Mini-Competition in accordance with Article 4.3. 4.3 Mini Competition (i) The Bank will send in writing to all Framework Members an Assignment Terms of Reference including at a minimum: • the scope of Services required; • the award criteria and weightings; • the Closing Date; • the pricing mechanism for the Assignment (fixed fee, capped fee, hourly rates, estimate); • whether the Bank will permit a cap on liability and its amount; • whether the Framework Member is in a situation of conflicting interests that may negatively affect the performance of the Assignment; • whether the Bank reserves the right to directly appoint the successful Framework Member arising from this Assignment to future new contract(s) consisting in the follow-up of similar legal services for subsequent phases of the work performed under the Assignment, and • the information required in the Proposal. (ii) Any clarifications requested by a Framework Member in relation to an Assignment Terms of Reference shall be submitted in writing to the Bank by the deadline date indicated in the Assignment Terms of Reference. Unless of a confidential or proprietary nature, responses will be issued by the Bank in writing to all Framework Members. (iii) Proposals shall be in conformance with the fixed terms contained in the Tender particularly the rates. (iv) Framework Members shall submit their Proposals to the Bank in writing. (v) The Bank shall award each Assignment in accordance with the award criteria and weightings set out in the Assignment Terms of Reference. The award criteria shall be the most economically advantageous Proposal in terms of Total Price (weighting 20-40%) and the following technical criteria (weighting 60-80%): • Technical merits of the proposed team for the delivery of the Services (20- 80%), and • Methodology for service delivery and technical resources (20-80%). (vi) The Bank shall not be responsible for any costs incurred by Framework Members in the preparation of a Proposal. 4.4 An award process will terminate either with the award of the Assignment to one of the Framework Members, or with the failure to award the Assignment to any Framework Member. In the event of failure to award the Assignment, the Bank may redefine the Assignment or restart the procedure at a later stage. 4.5 All Framework Members that have submitted a Proposal for an Assignment will be notified in writing of the results of that award procedure. 4.6 The Contract will comprise of this Agreement, the Contract provisions the Assignment Terms of Reference and the Proposal. In the event of any inconsistency, the following order of priority shall apply: (1) the Contract provisions, (2) this Agreement, (3) the Assignment Terms of Reference and (4) the Proposal. 4.7 In the case of Contracts formalised in the form contained in Appendix B, unless otherwise instructed by the Bank, within 5 (five) working days of receiving from the Bank the execution copies of the Contract, the selected Framework Member shall return the two originals, duly signed and dated. 4.8 In the case of Contracts formalised as an Appointment Letter, the Parties agree that the Contract shall become effective as of the date on which the Bank sends the Appointment Letter to the selected Framework Member. 4.9 If awarded the Assignment, the Service Provider shall at all times perform the Assignment with all reasonable care and skill and shall conform in all respects with the terms and conditions of this Agreement and of the Contract. 4.10 The Assignment will be carried out by the Service Provider under the supervision of the Bank’s staff. 4.11 The Service Provider shall ensure that all persons appointed to the performance of a Contract have all equipment, materials and other things whatsoever required for the provision of the Services. Any equipment or materials made available by the Bank during a Contract shall be without prejudice to the Service Provider’s obligations under this Article and do not imply any obligation whatsoever on the part of the Bank. The Service Provider shall in particular not be entitled to invoke any vested or acquired rights from past provision of equipment or materials by the Bank. 4.12 The performance of the Service Provider and the Service Provider’s Personnel will be monitored throughout the Assignment. All deliverables under a Contract are subject to the Bank’s review and approval. The Service Provider must review all deliverables prior to delivery to the Bank for approval to ensure that they are complete, accurate and up-to-date. 4.13 If so instructed by the Bank in writing, an Assignment Completion Report shall be submitted to the Bank by the Service Provider upon completion of the Assignment. 4.14 Where performance of a Contract has not commenced within 10 (ten) days of the scheduled start date, the Bank may consider this event a material breach for the purposes of point (a) of Article 18.3 of Appendix B.

– Procedure for Awarding Assignments. 4.1 As the Bank determines a need for Services, it will choose between one of the following award procedures: (i) the procedure set out in Article 4.2 (Desktop Market Analysis) when the Services concern: • Advice on new standard venture debt lending operation under German law, being in particular the transactional support and general advice in respect of origination of venture debt transactions governed by ; • Advice on standard professional payment guarantee under German law; • Structuring advice, drafting, negotiating and monitoring (including amendment, waivers etc.) of contractual documentsAdvice on standard security document under German law; • Assistance with conditions precedent; • Issuance precedent and issuance of standard capacity and/or validity/enforceability legal opinions; • Legal due diligence and production of the relevant reports; • Production of legal analyses and memoranda on specific mattersopinions under German law. (ii) the procedure set out in Article 4.3 (Mini Competition) • in all other situations; • situations or when so requested by a client of the Bank who will pay for the Services; or • when the Services concern new other similar equity or quasi equity operations including corporate finance secured or unsecured loans to SME or MidCap with differing rankings, combined with remuneration features such as warrants or other performance participation structures. (iii) where the Assignment concerns a mix of Services within the meaning of Articles 4.1(i) and 4.1(ii), the procedure corresponding to the respective Service representing the highest estimated value. 4.2 Desktop Market Analysis (i) The Bank will prepare the Assignment Terms of Reference including at a minimum: • the scope of Services required; • the staff profiles required; • the required number of hours per staff profile; • the award criteria and weightings; • the pricing mechanism for the Assignment (fixed fee, capped fee); and • whether the Bank will permit a cap on liability and its amount. (ii) The Bank shall award each Assignment in accordance with the award criteria and weightings set out in the Assignment Terms of Reference as applied to all Framework Members. The award criteria shall be the most economically advantageous Proposal in terms of: (a) Total Price (weighting 20-40%), and (b) Technical Merit (60-80%), comprising one or more of the following criteria: i. Technical merits of the proposed team for the delivery of the Services (20-80%), and ii. Methodology for service delivery and technical resources (20-80%). (iii) The Bank will send by email to the successful Framework Member the Assignment Terms of Reference and will request its acceptance in writing that the Total Price and team selected by the Bank under sub-paragraph (ii) to Article 4.2 will constitute its Proposal. (iv) If the Framework Member does not give its acceptance or proposes any amendments to the information provided by the Bank under sub-paragraph (iii) to Article 4.2, or if the Framework Member is in a situation of conflicting interests that may negatively affect the performance of the Assignment, the Bank will contact the Framework Member ranking next under the Desktop Market Analysis, or may choose to cancel the procedure and conduct a Mini-Competition in accordance with Article 4.3. 4.3 Mini Competition (i) The Bank will send in writing to all Framework Members an Assignment Terms of Reference including at a minimum: • the scope of Services required; • the award criteria and weightings; • the Closing Date; • the pricing mechanism for the Assignment (fixed fee, capped fee, hourly rates, estimate); • whether the Bank will permit a cap on liability and its amount; • whether the Framework Member is in a situation of conflicting interests that may negatively affect the performance of the Assignment; • whether the Bank reserves the right to directly appoint the successful Framework Member arising from this Assignment to future new contract(s) consisting in the follow-up of similar legal services for subsequent phases of the work performed under the Assignment, and • the information required in the Proposal. (ii) Any clarifications requested by a Framework Member in relation to an Assignment Terms of Reference shall be submitted in writing to the Bank by the deadline date indicated in the Assignment Terms of Reference. Unless of a confidential or proprietary nature, responses will be issued by the Bank in writing to all Framework Members. (iii) Proposals shall be in conformance with the fixed terms contained in the Tender particularly the rates. (iv) Framework Members shall submit their Proposals to the Bank in writing. (v) The Bank shall award each Assignment in accordance with the award criteria and weightings set out in the Assignment Terms of Reference. The award criteria shall be the most economically advantageous Proposal in terms of Total Price (weighting 20-40%) and the following technical criteria (weighting 60-80%): • Technical merits of the proposed team for the delivery of the Services (20- 80%), and • Methodology for service delivery and technical resources (20-80%). (vi) The Bank shall not be responsible for any costs incurred by Framework Members in the preparation of a Proposal. 4.4 An award process will terminate either with the award of the Assignment to one of the Framework Members, or with the failure to award the Assignment to any Framework Member. In the event of failure to award the Assignment, the Bank may redefine the Assignment or restart the procedure at a later stage. 4.5 All Framework Members that have submitted a Proposal for an Assignment will be notified in writing of the results of that award procedure. 4.6 The Contract will comprise of this Agreement, the Contract provisions the Assignment Terms of Reference and the Proposal. In the event of any inconsistency, the following order of priority shall apply: (1) the Contract provisions, (2) this Agreement, (3) the Assignment Terms of Reference and (4) the Proposal. 4.7 In the case of Contracts formalised in the form contained in Appendix B, unless otherwise instructed by the Bank, within 5 (five) working days of receiving from the Bank the execution copies of the Contract, the selected Framework Member shall return the two originals, duly signed and dated. 4.8 In the case of Contracts formalised as an Appointment Letter, the Parties agree that the Contract shall become effective as of the date on which the Bank sends the Appointment Letter to the selected Framework Member. 4.9 If awarded the Assignment, the Service Provider shall at all times perform the Assignment with all reasonable care and skill and shall conform in all respects with the terms and conditions of this Agreement and of the Contract. 4.10 The Assignment will be carried out by the Service Provider under the supervision of the Bank’s staff. 4.11 The Service Provider shall ensure that all persons appointed to the performance of a Contract have all equipment, materials and other things whatsoever required for the provision of the Services. Any equipment or materials made available by the Bank during a Contract shall be without prejudice to the Service Provider’s obligations under this Article and do not imply any obligation whatsoever on the part of the Bank. The Service Provider shall in particular not be entitled to invoke any vested or acquired rights from past provision of equipment or materials by the Bank. 4.12 The performance of the Service Provider and the Service Provider’s Personnel will be monitored throughout the Assignment. All deliverables under a Contract are subject to the Bank’s review and approval. The Service Provider must review all deliverables prior to delivery to the Bank for approval to ensure that they are complete, accurate and up-to-date. 4.13 If so instructed by the Bank in writing, an Assignment Completion Report shall be submitted to the Bank by the Service Provider upon completion of the Assignment. 4.14 Where performance of a Contract has not commenced within 10 (ten) days of the scheduled start date, the Bank may consider this event a material breach for the purposes of point (a) of Article 18.3 of Appendix B.