collaborative framework agreement
TRANSCRIPT
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COLLABORATIVE FRAMEWORK AGREEMENT
-8etween-
INMARSAT GLOBAL LIMITED
and
THE UNIVERSITY OF RWANDA-College of Science and Technology
November 2017
MoU Between UR-CST-ACEloT AND INMARSAT GLOBAL
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This Collaborative Framework Agreement (the "Framework") made on ..... November 2017is entered between:
University of Rwanda (acting through the College of Science and Technology) (hereinafterreferred to as "UR")P.O. Box 4285, Kigali, RwandaPhone: (+250)0789001218Website: www.ur.ac.rw.e-mail:[email protected];Represented by Prof. Philip Cotton, Vice Chancellor
And
INMARSAT GLOBAL LIMITEDa limited liability company incorporated in England and Wales with registered address at 99City Road, London, EC1Y lAX, United Kingdom (hereinafter referred to as "Inmarsat").Represented by Alison Horrocks, DirectorEmail: [email protected]: www.inmarsat.comPoint of contact: Alastair Bovim (email: [email protected]; phone: +27 21 9793007)
University of Rwanda (UR) and Inmarsat Global Limited (Inmarsat) are hereinafter referred toeach as a "Party" and collectively referred to as "the Parties".
WHEREAS the University of Rwanda is a public institution of higher learning established bythe Law N°71/2013 of 10109/2013;
WHEREAS Inmarsat Global Limited is a limited liability company regulated by the laws ofEngland and Wales;
WHEREAS both Parties are autonomous, self-governing entities with the power to enter intobinding agreements considered to be in their best interests and to advance their ability to achievethe requirements of their mission and mandate;
WHEREAS the UR and Inmarsat have agreed to enter into this agreement (hereinafter referredto as the "Framework") that enables them to work together in the pursuit of the objectives setout herein. The Parties agree that this agreement is non-binding, except where expressly providedotherwise.
AND WHEREAS:
A. The Government of Rwanda has placed strategic importance on the use ofInformation andCommunication Technologies as an enabler for accelerating national development with thevision of positioning Rwanda as regional hub.
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b) Provide three (3) pico-cell LoRaWAN gateways (requiring Internet connectivity),linked to the Inmarsat test environment where students may develop applications.Once systems are sufficiently matured, Inmarsat may elect to make available theInmarsat production system on a case by case to evaluate production readysolutions;
c) Provide user access for 15 ACEloT students to access the test Inmarsat loTplatform and the cayenne.mydevices.com dashboard as well as route data outputsto a designated ACEIoT server;
d) Facilitate and contribute to loT solution 'brainstorming' sessions when membersof Inmarsat are available in Kigali;
e) Provide administrator training to designated technical ACEloT staff to be able toadmin, troubleshoot and manage the system-and
f) provide introduction training documents for students joining the center whichdocument policies and procedures relating to access and use the Inmarsat loT testenvironment; and
g) When Inmarsat staff are available in Kigali, support Hackathons and loT shortcourses.
1.4 In addition to the support described in Clause 1.3, the Parties will explore ways in whichACEIoT students can participate in 'real world' experimentation, through projects incollaboration with Inmarsat and its ecosystem of partners and customers.
1.5 In return for the support to be provided by Inmarsat pursuant to Clause 1.3, UR agrees to:
a) provide a single technical and administrative contact person that will liaise witha designated Inmarsat engineer in order to support installation and maintenanceof the Inmarsat loT test systems located at CST premises provided that, allmatters shall be passed/approved by the Director, ACEIoT Center beforeimplementation;
b) ensure that the ACEloT administrative person establishes and maintains anadministrative record of all users and devices connected to the Inmarsat loT testsystem; and
c) develop the capacity to develop loT use cases.
2. DURATION OF THE MEMORANDUM
2.1 This Clause 2 is legally binding.
2.2 This Framework shall be effective and remain in force for a period of one year from thedate of signature. However, it may be extended by written consent of both Parties.
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B. During the Transform Africa Conference in May 2017 in Rwanda, the Government ofRwanda (acting through the Ministry of Youth and ICT) and Inmarsat signed an MoU (the"MoU") to support, develop and implement 'Smart City' initiatives in the context of theSmart Africa Alliance particularly to develop:l. a pilot loT Infrastructure to support Smart City use cases; and
11. capacity-building in conjunction with local educational institutes to foster improvededucation, innovation and digital literacy.
C. Recognizing the opportunities offered by developing technologies (such as the Internet ofThings (loT)) the government of Rwanda (acting through the University of Rwanda, incollaboration with Regional and International partners from Academia, Industries andResearch) established the African Center of Excellence in Internet of Things (or the"ACEIoT" center) to enhance higher education and innovative research capacity of the Eastand South African Region by setting up an loT living lab in Rwanda for open innovationand co-creation of IoT4D and act as a forum for researchers to share ideas and results onloT applications.
D. Inmarsat, as global technology and industry leader, wishes to bring its global experienceand know-how to foster UR ACEloT's loT industry development and innovation towardsefficient service delivery solutions for Africa's, in line with the MoU signed with theRwandan government.
NOW THEREFORE this Framework sets out the terms upon which the Parties will cooperate
in relation to support the ACEloT as follows:
1. SCOPE OF CO-OPERATION
1.1 Unless expressly provided otherwise, this Framework is a record of the Parties'understanding and intentions shall not have any legally binding effect between the Parties.
1.2 The Parties agree to cooperate within the areas stipulated herein and to explore avenuesof accruing the maximum benefits from this Framework and the MoU between Inmarsatand the Government of Rwanda.
1.3 Inmarsat commits to support the ACEloT as follows, in each case subject to any additionalterms and conditions required by Inmarsat:
a) Inmarsat has installed LoRaWAN gateways at M Peace Plaza, CST-Nyarugengecampus, IPRC, FabLab and the Kigali Prime Economic Zone to establishLoRaWAN network infrastructure, which will be made available to ACEloTstudents to experience, develop loT prototypes, and carry out academic researchin the field of potential loT solutions;
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2.3 Either Party may terminate this Framework by notifying the other Party of its decision.The Framework shall be terminated within one month after the receipt of the notice oftermination, unless the notice is withdrawn by the mutual decision of the Parties beforethe end of this period. For the avoidance of doubt, termination of this Framework shallnot affect any definitive agreement that has been entered into between the Parties inrelation to the projects described herein.
3. IMPLEMENTATION
Any work, discussions, meetings or other activities required for the purposes of thiscollaboration may be carried out in either the Republic of Rwanda or the Republic ofSouth Africa or any other place to be arranged and agreed to by the Parties. The specificdetails, methods and program for the implementation of this Framework shall bedeveloped and agreed on by both Parties.
4. INTELLECTUAL PROPERTY
Specific arrangements for use and protection of intellectual property rights andconfidential information will be specified in the definitive agreements to be executedbetween the Parties. Each Party shall observe the confidentiality of documents,information and data received from the other Party during the implementation of thisframework unless the Party providing it indicates in writing otherwise.
5. REVISION, AMENDMENTS AND MODIFICATION
The Parties may revise, amend or modify all or any part of this Framework to include newareas of collaboration by mutual agreement. Any revision, amendment or modificationagreed by the parties shall come into force and form part of this Framework on such dateas determined by parties.
6. PUBLICITY
6.1 This Clause 6 is legally binding.
6.2 UR shall not make any public announcement or issue any press release concerning thisFramework or any transactions or activities contemplated under this Framework withoutInmarsat's prior written consent.
7. GOVERNING LAW AND DISPUTE RESOLUTION
7.1 This Clause 7 is legally binding.
7.2 Any difference or dispute arising out of the interpretation, implementation or applicationof any of the provisions of this Framework shall be referred to the senior management ofeach Party to be settled amicably by consultation or negotiation between the Parties ingood faith.
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7.3 This Framework, and all negotiations and any legal agreements prepared in connectionwith this Framework, and any dispute or claim arising out of or in connection with themor their formation (including non-contractual disputes or claims) shall be governed by,and construed in accordance with Rwandan Law.
7.4 This Framework is solely for the benefit of the Parties to it and is not intended to benefitor be enforceable by anyone else.
7.5 This Framework is not to be construed in any way as creating any partnership,principal-agent, master-servant, joint venture or other similar relationship between theParties.
8. COMMUNICATION
All notices, consents, or other communications made pursuant to this Framework shall bein writing and will be addressed to the signatory to this Framework.
Mr. Alastair Bovim,Director
For and on behalf of For and on behalf of
UNIVERSITY OF RWANDA INMARSAT GLOBAL LIMITED
Witnessedby
RWANDA INFORMATION SOCIETY AUTHORITY
Whowarrantss/he is duly authorised
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