References: IO/12/7230/CFE

Low-Voltage Instrumentation Engineer

（低電圧計装エンジニアの募集）

締め切り 7月 30日(月)16時現地時間、7月 30日（月）23時日本時間

（応募書類は ITER機構へ直接提出）

概要：

ITER機構では、低電圧計装エンジニアを、ITER参加極の企業・機関等から募集しています。

応募を希望される企業・機関等は、所定の期限までに応募書類を直接 ITER機構の下記担当ま

でご提出下さい。

○ 主な作業内容

・ 極低温計装・管理用 IDMのベースライン文書を定期更新。

・ 熱機械計装・モニタリング用 IDM文書を定期更新。

・ 上記部品に関する契約書の更新。

・ ITER 内に取り付ける計測部品を供給するにあたりあらかじめ規定されている契約条項の

詳細フォローアップ。これに含まれる内容として、

- 技術的な訪問と報告書作成。

- QA、生産・検査計画の管理、関連文書の管理。

- 不適合の管理

- スケジュール・予算内での目標達成を危うくする紛争・懸念材料の報告

・ 認定試験場での検証試験のフォローアップ、仕様書・試験プログラムの作成（工程解析

結果・そこから得た教訓をシリーズ生産に反映させて作成する）。

○主な経験

・工学の修士号（機械、極低温）があり、少なくとも５年以上の機械計装又は極低温計装の

経験を有する。両方の経験があればより有利。

・マグネット設計と超伝導に精通している。

・技術報告書・仕様書作成、コミュニケーションに全く支障がない堪能な英語力が求められ

る。

○作業場所

・ITER機構（仏カダラッシュ）。

○契約期間

・2012年 8月又は 9月から 2年。

○その他

・本契約者は、ITER機構(IO)サイトに常勤し 2カ月ごとに IOと合意の上で作業プランを作成

し作業を遂行する。出張は IOの合意がある場合のみとする。報酬は定期的な技術レポートの

提出・承認がされた後に支給されるものとする。内訳は月報 24回、年度報告書 2回、最終報

告書 1回を提出して報酬 100％を支払うものとする。出張旅費として年 3万ユーロを支給す

る(年 12回の出張)。

・契約者は、本業務の遂行にあたり、利害の対立が生じないようにすること。

・契約者は、ITERプロジェクトにおいて契約を得ようとしている企業と関係を有しないこと。

・契約者は、本業務を通じて得た情報に対して秘密保持が義務づけられる。

・ITER機構が面接（電話、ビデオ会議など）を行うことがある。

・ITER機構の規定にしたがい、日当の上限は 500ユーロ。

○提出書類

・履歴書(CV)

・日当提案書

・誓約書

○応募書類提出先

・ITER機構の下記担当者宛に電子メールにて送付

junhyung.park@iter.org

○応募書類提出期限

・2012年 7月 30日(月) 16：00(CET)現地時間、7月 30日（月）23時日本時間

Contact: Jun Hyung Park – Procurement & Contract Division - Tel. +33 (0)4 42176127 - Fax: +33 (0)4 42176011

e-mail: Junhyung.park@ iter.org

Date 18 June 2012

Call for Expertise No IO/12/7230/CFE

Low-Voltage Instrumentation Engineer

The ITER Organization intends to identify experts for the above task. The following documents are

attached to allow experts (individuals or companies) to propose their candidacy:

- Technical Specification

- Curriculum Vitae (template)

- Financial Proposal (template)

- Statement of exclusivity and availability

- Confidentiality commitment (to be signed upon contract award)

Contents of the expected proposal:

- Curriculum Vitae

- Financial proposal

- Statement of exclusivity and availability

Deadline for submission of proposals:

30 July 2012 at 16 00 h CET

Address for submission of proposals (as one single pdf file):

junhyung.park@iter.org

Procurement Procedure:

Call for Expertise

Evaluation :

Proposals will be evaluated on the basis of best value for money (70% quality – 30% price)

Expected start date:

August or September 2012

Interviews :

The ITER Organization may arrange for interviews (telephone, video-conference, etc.)

Price policy: There is an upper limit within the ITER Organization of 500 € per day including per diem.

PDF generated on 29-Mar-2012 DISCLAIMER : UNCONTROLLED WHEN PRINTED – PLEASE CHECK THE STATUS OF THE DOCUMENT IN IDM

Technical Specifications (In-Cash Procurement)

Technical Specification for a Low-Voltage Instrumentation Engineer

This technical specification describes Engineering Work for the Instrumentation of Coils and Feeders from the ITER Magnet System, and includes contract follow-up outside of the IO premises in the different Member Countries. The position is for a low-voltage instrumentation engineer.

Approval Process Name Action AffiliationAuthor Rodriguez-Mateos F. 28-Mar-2012:signed IO/DG/DIP/TKM/MAG/SSACoAuthorReviewers Devred A. 28-Mar-2012:recommended IO/DG/DIP/TKM/MAG/SSAApprover Mitchell N. 29-Mar-2012:approved IO/DG/DIP/TKM/MAG

Document Security: level 1 (IO unclassified)RO: Foucher de Brandois Cécile

Read Access RO, project administrator, LG: Admin Tokamak, LG: Magnet division's external secretary, GG: IO DDGs (and Senior Advisors), AD: Division - Procurement and Contract, AD: Directorate - Tokamak

IDM UID

9EXAMMVERSION CREATED ON / VERSION / STATUS

28 Mar 2012 / 1.0 / APPROVED

EXTERNAL REFERENCE

Page 1 of 4

Table of Contents

1 PURPOSE............................................................................................................................22 SCOPE .................................................................................................................................23 DEFINITIONS ....................................................................................................................24 ESTIMATED DURATION................................................................................................25 WORK DESCRIPTION.....................................................................................................36 LIST OF DELIVERABLES AND DUE DATES .............................................................37 ACCEPTANCE CRITERIA..............................................................................................38 SPECIFIC REQUIREMENTS AND CONDITIONS......................................................39 WORK MONITORING / MEETING SCHEDULE .......................................................410 PAYMENT SCHEDULE / COST AND DELIVERY TIME BREAKDOWN..............411 TRAVEL EXPENSES AND RELATED PAYMENT CONDITIONS ..........................412 QUALITY ASSURANCE (QA) REQUIREMENT .........................................................4

Page 2 of 4

1 PurposeThis technical specification describes Engineering Work for the Instrumentation of Coils and Feeders from the ITER Magnet System, and includes contract follow-up outside of the IO premises in the different Member Countries. The position is for a low-voltage instrumentation engineer.

2 ScopeThe work to be developed within this contract falls within the domain of low-voltage instrumentation for the ITER superconducting magnet systems. The low-voltage instrumentation of the ITER magnets comprises:a) the cryogenic instrumentation necessary to provide the cryogenic system with the variables

required to perform proper T control and regulation during the plasma scenarios and the machine life cycle (cool-down and warm-up);

b) the thermo-mechanical instrumentation to be deployed in order to monitor the behaviour of the magnet structures before, during and after cool-down, as well as after magnet pulses.

For the cryogenic instrumentation, the main sensors which need to be produced, hence calibrated and subsequently installed and commissioned are: Flow metres of venture type: more than 200 units; T-sensors (Cernox and Pt100): about 1600 measuring points; P-sensors: more than 400 units.

For the thermo-mechanical instrumentation on magnet supporting structures, sensor types and counts are as follows: Strain gauges (resistive and optical sensors, the latter based on Fabry-Perot and FBG

technologies) – around 250 sensors; Displacement sensors (potentiometers, capacitive gauges, optical systems based on Fabry-

Perot and FBG technologies) – around 325 sensors; Laser-based distance metres – for about 10 measurements; Temperature measurements (both resistive and optical) – estimates are around 300

measuring points.

3 DefinitionsFBG Fiber Bragg GratingDA Domestic AgencyQA Quality AssuranceCAD Computer-Aided DesignIDM ITER Document Management system

4 Estimated DurationThis contract duration shall be 2 years. The IO may extend these services for an additional period of one year.

Page 3 of 4

5 Work Description Keep updated the baseline documents in IDM for cryogenic instrumentation and

controls: Keep updated the baseline documents in IDM for thermo-mechanical instrumentation

and monitoring; Keep updated the contractual documents for the above listed components; Detailed follow-up of the contracts which have been set up in this domain to supply the

instrumentation components to be installed in the ITER machine. This follow-up includes:- technical visits and preparation of corresponding reports;- management of QA, Manufacturing and Inspection Plans and related documents;- management of non-conformities;- reporting of conflicts and serious concerns which might jeopardize the achievement

of objectives within schedule and budget. Follow-up of validation tests at qualified experimental stations, preparation of

specifications and test programmes; at the end of the process, analysis of the results and feedback of the lessons learnt to series production;

Participation in the integration of the instrumentation components in 3D CAD models; Participation in the discussions with ITER DAs related to the integration and

functioning of the instrumentation components according to the technical specifications and the machine environment;

Participation in the documentation describing the integration and installation of instrumentation components during the magnet (coils, feeders, structures) assembly process; preparation of procedures;

Interface between the electronic systems performing signal conditioning and the CODAC system for the ITER machine.

6 List of deliverables and due dates- Monthly, yearly and final reports are the deliverables measuring the accomplishment of

the objectives;

- Scientific publications should be prepared if deemed necessary.

7 Acceptance CriteriaThe acceptance of the work will be based on the examination of the content of each of the specified reports in accordance with the description of the work given in Section 5.

8 Specific requirements and conditionsIn terms of qualification and experience, the contractor shall:

- Have a Master’s degree in engineering (Mechanical, Cryogenics);- Have at least 5 years’ post graduate experience in mechanical instrumentation and/or in

cryogenic instrumentation. Experience in the two domains will be an advantage;- Be familiar with magnet design and superconductivity;- Be proficient to communicate and write technical reports and specifications in English.

Other requirements:- A work plan shall be established and agreed by IO every two months. Travelling and

missions shall be only upon agreement with IO;

Page 4 of 4

- This contract shall be executed by one sole staff. Splitting it into parts and sharing those between several parties or individuals are not permitted;

- The staff working on this contract shall be available full time and deployed to the IO site in St Paul-lez-Durance, France.

9 Work Monitoring / Meeting ScheduleRegular meetings will take place to make sure all the information for the development of activities is available; the frequency of those meetings should be at least once a week.

10 Payment schedule / Cost and delivery time breakdownInstalments shall be made after approval of the periodic technical reports.

Deliverables Payments in %24 Monthly reports 702 Yearly reports 201 Final report 10

11 Travel Expenses and related payment conditions For travel, subsistence and other expenditure incurred in the missions done by the contractor staff (one person) to accomplish the work above described, a budget of 30 k€ per year (about 12 missions per year so about 1 mission/month) is fixed. Cost will be sustained by the contractor, and then invoiced to ITER.

12 Quality Assurance (QA) requirementThe organisation conducting these activities should have an ITER approved QA Program or an ISO 9001 accredited quality system.The general requirements are detailed in ITER Procurement Quality Requirements (ITER_D_22MFG4).Prior to commencement of the task, a Quality Plan must be submitted for IO approval giving evidence of the above and describing the organisation for this task; the skill of workers involved in the study; any anticipated sub-contractors; and giving details of who will be the independent checker of the activities (see Procurement Requirements for Producing a Quality Plan (ITER_D_22MFMW)).Prior to commencement of any manufacturing, a Manufacturing and Inspection Plan must be approved by ITER who will mark up any planned interventions (see Requirements for Preparing and Implementing a Manufacturing and Inspection Plan (ITER_D_22MDZD).Deviations and Non-conformities will follow the procedure detailed in ITER Requirements Regarding Contractors Deviations and Non Conformities (ITER_D_22F53X).Prior to delivery of any manufactured items to the IO Site, a Release Note must be signed in accordance with ITER Requirements Regarding Contractors Release Notes (ITER_D_22F52F).Documentation developed as the result of this task shall be retained by the performer of the task or the DA organization for a minimum of 5 years and then may be discarded at the direction of the IO. The use of computer software to perform a safety basis task activity such as analysis and/or modelling, etc. shall be reviewed and approved by the IO prior to its use, in accordance with Quality Assurance for ITER Safety Codes (ITER_D_258LKL).

Page 1 of 2

ITER Organization Call for Expertise No: IO/12/7230/CFE

CURRICULUM VITAE

(max 5 pages)

Family name:

First names:

Date of birth:

Nationality:

Civil status:

Education:

Institution (Date from - Date to)

Degree(s) or Diploma(s) obtained:

Language skills: Indicate competence on a scale of 1 to 5 (1 - excellent; 5 - basic)

Language Reading Speaking Writing

Membership of professional bodies:

Other skills: (e.g. Computer literacy, etc.)

Present position:

Years within the firm:

Key qualifications: (Relevant to the project)

Specific international experience:

Country Date from - Date to

Page 2 of 2

Professional experience (Relevant to the project)

Date from – Date to Location Company & reference person

Position Description

Other relevant information (e.g., Publications)

ITER Organization Call for Expertise No: IO/12/7230/CFE

FINANCIAL PROPOSAL

Name of Expert:

Home office based (*) ITER site based (*)

Daily fee rate EUR

*as applicable

- Daily fee rates are calculated on the basis of days actually worked (8 h/day, 5 days/week).

- Travel for mobilisation and remobilisation, missions and other authorised reimbursable expenses will be covered according to IO acceptable standards.

Date

Signature

STATEMENT OF EXCLUSIVITY AND AVAILABILITY

Call for Expertise < IO/12/7230/CFE >

Subject: <Low-Voltage Instrumentation Engineer>

I, the undersigned, hereby declare that I agree to take part in the above-mentioned Call for

Expertise.

I further declare that I am able and willing to work

o for the period(s) foreseen in the Technical Specification attached to the above

referenced Call for Expertise for the position for which my CV has been proposed and

o within the execution period of the specific contract which runs from < >1 to < >

1

I confirm that I am not engaged in another contract financed by the ITER Organization in a

position for which my services are required during the above periods and that I will not

charge the same working day under more than one contract.

Furthermore, should this offer be accepted, I am fully aware that if I am not available at the

expected start date of my services for reasons other than ill-health or force majeure, I may be

subject to exclusion from other tender procedures and contracts funded by the ITER

Organization and that the notification of award of specific contract may be rendered null and

void.

Name

Signature

Date

1 To be completed

Confidentiality Commitment < contract title and No. >

I, the undersigned, hereby declare that I agree to undertake the tasks assigned to me under the above mentioned contract. I undertake to perform my duties honestly and fairly. My contribution to the activities in which I will be involved will be objective and will fully respect the principles of fairness and impartiality. I undertake to hold in trust and confidence any ITER Project related information or documents. I undertake to use them only for the purposes of executing the tasks assigned to me and not to disclose them to any third party, including my employer. I will endeavour to avoid any conflict of interest situation, either direct or indirect. Should any such situation arise, I will promptly inform the relevant Responsible Officer. I undertake neither to assist nor be associated with any external entity seeking to obtain contracts under the ITER project. I understand that I will be held personally responsible for maintaining the confidentiality of any documents or electronic files received and for returning, erasing or destroying all confidential documents or files upon completing the tasks, unless otherwise instructed. On conclusion of my assignment I will remain obligated to preserve the confidentiality for a period of 5 years.

Name:

Signature:

Date:

Page 1 of 11

ITER ORGANIZATION SERVICE CONTRACT GENERAL CONDITIONS (version 2009)

ARTICLE II.1 – PERFORMANCE OF THE CONTRACT II.1.1. The Contractor shall perform the Contract to the highest professional standards. The Contractor shall

have sole responsibility for complying with all legal obligations incumbent on him, notably those resulting from employment, tax and social legislation.

II.1.2. The Contractor shall have sole responsibility for taking the necessary steps to obtain any permits, visas,

copyrights or licenses required for performance of the Contract under the laws and regulations in force at the place(s) where the tasks assigned to him are to be executed. In particular, the Contractor is responsible to obtain any export licenses, and such licenses shall be obtained within delivery period and are included in the contract price.

II.1.3. Without prejudice to Article II.3 any reference made to the Contractor’s staff in the Contract shall relate exclusively to individuals involved in the performance of the Contract.

II.1.4. The Contractor must ensure that any staff performing the Contract has the professional qualifications

and experience required for the execution of the tasks assigned to him. II.1.5. The Contractor shall neither represent the ITER Organization nor behave in any way that would give

such an impression. The Contractor shall inform third parties that he does not belong to the ITER Organization.

II.1.6. The Contractor shall have sole responsibility for the staff who executes the tasks assigned to him.

The Contractor shall make provision for the following employment or service relationships with his staff:

• staff executing the tasks assigned to the Contractor may not be given orders directly by the ITER Organization;

• the ITER Organization may not under any circumstances be considered to be the staff's employer and the said staff shall undertake not to invoke in respect of the ITER Organization any right arising from the contractual relationship between the ITER Organization and the Contractor.

II.1.7. In the event of disruption resulting from the action of a member of the Contractor's staff working on ITER Organization premises or in the event of the expertise of a member of the Contractor's staff failing to correspond to the profile required by the Contract, the Contractor shall replace him without delay. The ITER Organization shall have the right to request the replacement of any such member of staff, stating its reasons for so doing. Replacement staff must have the necessary qualifications and be capable of performing the Contract under the same contractual conditions. The Contractor shall be responsible for any delay in the execution of the tasks assigned to him resulting from the replacement of staff in accordance with this Article.

Page 2 of 11

II.1.8. Should any unforeseen event, action or omission directly or indirectly hamper execution of the tasks, either partially or totally, the Contractor shall immediately and on his own initiative record it and report it to the ITER Organization. The report shall include a description of the problem and an indication of the date on which it started and of the remedial action taken by the Contractor to ensure full compliance with his obligations under the Contract. In such event the Contractor shall give priority to solving the problem rather than determining liability.

II.1.9. Should the Contractor fail to perform his obligations under the Contract in accordance with the

provisions laid down therein, the ITER Organization may - without prejudice to its right to terminate the Contract - reduce payments in proportion to the scale of the failure

ARTICLE II.1a – REPLACEMENT OF PERSONNEL

II.1a.1 The Contractor shall not make changes to the agreed expert personnel without the prior written

approval of ITER Organization. The Contractor must on its own initiative propose a replacement in the following cases:

a) In the event of death, in the event of illness or in the event of accident of expert personnel. b) If it becomes necessary to replace expert personnel for any other reasons beyond the Contractor’s

control (e.g. resignation, etc.). II.1a.2 Moreover, in the course of performance, and on the basis of a written and justified request, ITER

Organization can ask for a replacement if it considers that the expert personnel are inefficient or does not perform its duties under the Contract.

II.1a.3 Where expert personnel are to be replaced, the replacement must possess at least equivalent

qualifications and experience. Where the Contractor is unable to provide a replacement with equivalent qualifications and/or experience, ITER Organization may either decide to terminate the Contract, if the proper performance of it is jeopardized, or, if it considers that this is not the case, accept the replacement, provided that the rates of the latter are renegotiated to reflect the appropriate qualifications and/or experience.

II.1a.4 Additional costs incurred by the replacement are the responsibility of the Contractor. ITER

Organization makes no payment for the period when the expert to be replaced is absent. The replacement of any expert, whose name is listed in Annex II of the Contract, must be proposed by the Contractor within fifteen (15) calendar days from the first day of the expert’s absence.

ARTICLE II.2 – LIABILITY II.2.1. The ITER Organization shall not be liable for damage sustained by the Contractor in performance of

the Contract except in the event of willful misconduct or gross negligence on the part of the ITER Organization.

II.2.2. The Contractor shall be liable for any loss or damage caused by himself in performance of the

Contract, including in the event of subcontracting under Article II.13. The ITER Organization shall not be liable for any act or default on the part of the Contractor in performance of the Contract.

Page 3 of 11

II.2.3. The Contractor shall provide compensation in the event of any action, claim or proceeding brought against the ITER Organization by a third party as a result of damage caused by the Contractor in performance of the Contract.

II.2.4. In the event of any action brought by a third party against the ITER Organization in connection with

performance of the Contract, the Contractor shall assist the ITER Organization. Expenditure incurred by the Contractor to this end may be borne by the ITER Organization.

II.2.5 The Contractor shall respect and abide by all relevant laws and regulations in force in location where

the services are performed and shall ensure that his personnel, experts and subcontractors’ personnel also respect and abide by all such laws and regulations. The Contractor shall indemnify the ITER Organization against claims and proceedings arising from any infringement by the Contractor, his personnel, experts and subcontractors’ of such laws and regulations.

ARTICLE II.3 - CONFLICT OF INTERESTS

II.3.1. The Contractor shall take all necessary measures to prevent any situation that could compromise the

impartial and objective performance of the Contract. Such conflict of interests could arise in particular as a result of economic interest, political or national affinity, family or any other relevant connection or shared interest. Any conflict of interests which could arise during performance of the Contract must be notified to the ITER Organization in writing without delay. In the event of such conflict, the Contractor shall immediately take all necessary steps to resolve it.

The ITER Organization reserves the right to verify that such measures are adequate and may require additional measures to be taken, if necessary, within a time limit which it shall set. The Contractor shall ensure that his staff, board and directors are not placed in a situation which could give rise to conflict of interests. Without prejudice to Article II.1 the Contractor shall replace, immediately and without compensation from the ITER Organization, any member of his staff exposed to such a situation.

II.3.2. The Contractor declares:

• that he has not made and will not make any offer of any type whatsoever from which an advantage can be derived under the Contract,

• that he has not granted and will not grant, has not sought and will not seek, has not attempted and will not attempt to obtain, and has not accepted and will not accept, any advantage, financial or in kind, to or from any party whatsoever, where such advantage constitutes an illegal practice or involves corruption, either directly or indirectly, inasmuch as it is an incentive or reward relating to performance of the Contract.

II.3.3. The Contractor shall pass on all the relevant obligations in writing to his staff, board, and directors as

well as to third parties involved in performance of the Contract. A copy of the instructions given and the undertakings made in this respect shall be sent to the ITER Organization should it so request.

ARTICLE II.4 – PAYMENT

At the end of each of the periods indicated in Annex II, the Contractor shall submit to the ITER Organization a formal request for payment accompanied by the following documents:

Page 4 of 11

� a (technical) report in accordance with the instructions laid down in Annex I; � the relevant invoices indicating the reference number of the Contract to which they refer.

If the report is a condition for payment, on receipt the ITER Organization shall have such a period of time agreed upon the parties in which:

� to approve it, with or without comments or reservations

� to suspend such period and request additional information; or

� to reject it and request a new report.

If the ITER Organization does not react within this period, the report shall be deemed to have been approved. Approval of the report does not imply recognition either of its regularity or of the authenticity, completeness or correctness of the declarations or information enclosed.

Where the ITER Organization requests a new report because the one previously submitted has been rejected, this shall be submitted within two weeks. The new report shall likewise be subject to the above provisions.

ARTICLE II.5 – GENERAL PROVISIONS CONCERNING PAYMENTS

II.5.1. Payments shall be deemed to have been made on the date on which the ITER Organization's account

is debited. II.5.2. The payment periods referred to in Article I.4 may be suspended by the ITER Organization at any time

if it informs the Contractor that his payment request is not admissible, either because the amount is not due or because the necessary supporting documents have not been properly produced. In case of doubt on the eligibility of the expenditure indicated in the payment request, the ITER Organization may suspend the time limit for payment for the purpose of further verification, including an on-the-spot check, in order to ascertain, prior to payment, that the expenditure is eligible.

The ITER Organization shall notify the Contractor accordingly by registered letter with acknowledgment of receipt or equivalent. Suspension shall take effect from the date of dispatch of the letter. The remainder of the period referred to in Article I.4 shall begin to run again once the suspension has been lifted.

II.5.3. In the event of late payment, excepting the provisions of Article II.5.2 above, the Contractor may claim interest within two months of receiving the payment. Interest shall be calculated at the rate applied by the European Central Bank to its most recent main refinancing operations (“the reference rate”) plus 1.5 percentage points (“the margin”). The reference rate in force on the first day of the month in which the payment is due shall apply. Such interest rate is published in the C series of the Official Journal of the European Union. Interest shall be payable for the period elapsing from the calendar day following expiry of the time limit for payment up to the day of payment. Suspension of payment by the ITER Organization may not be deemed to constitute late payment.

ARTICLE II.6 – RECOVERY II.6.1. If total payments made exceed the amount actually due under the Contract or if recovery is justified in

accordance with the terms of the Contract, the Contractor shall reimburse the appropriate amount in

Page 5 of 11

Euro or other currency indicated in the contract on receipt of the debit note, in the manner and within the time limits set by the ITER Organization.

II.6.2. In the event of failure to pay by the deadline specified in the request for reimbursement, the sum due shall bear interest at the rate indicated in Article II.5.3. Interest shall be payable from the calendar day following the due date up to the calendar day on which the debt is repaid in full.

II.6.3. The ITER Organization may, after informing the Contractor, recover amounts established as certain,

of a fixed amount and due by offsetting, in cases where the Contractor also has a claim on the ITER Organization that is certain, of a fixed amount and due. The ITER Organization may also claim against a bank guarantee, where provided for by the Contractor.

ARTICLE II.7 – PROPERTY OF THE ITER ORGANIZATION AND PROPERTY OF THE

CONTRACTOR II.7.1 Where for the purpose of the Contract the ITER Organization provides to the Contractor access to

drawings, files, technical data, computer programs, source codes, and any other item of property, the ITER Organization remains the sole owner of any item provided.

II.7.2 These items may only be used by the Contractor for the purposes of the Contract. The distribution,

reproduction or use by a third party without prior written approval by the ITER Organization is strictly forbidden.

II.7.3 All property of the Contractor while at the ITER Organization premises shall be at risk of the

Contractor and the ITER Organization shall accept no liability for any loss or damage to that property or caused by that property except where any such loss or damage was caused only by willful misconduct or gross negligence of any employee of the ITER Organization acting in the course of his employment. The ITER Organization shall accept liability only to the extent to which such loss or damage is so caused or contributed to.

ARTICLE II.8 – OWNERSHIP OF THE RESULTS - INTELLECTUAL AND INDUSTRIAL PROPERTY

Any results or rights thereon, including copyright and other intellectual or industrial property rights, obtained in performance of the Contract, shall be owned solely by the ITER Organization, which may use, publish, assign or transfer them as it sees fit, without geographical or other limitation, except where industrial or intellectual property rights exist prior to the Contract being entered into. The ownership of background intellectual property will not change unless otherwise agreed by the ITER Organization and the Contractor.

Page 6 of 11

ARTICLE II.9 – CONFIDENTIALITY

II.9.1. The Contractor undertakes to treat in the strictest confidence and not make use of or divulge to third

parties any information or documents which are linked to performance of the Contract. The Contractor shall continue to be bound by this undertaking after completion of the tasks.

II.9.2. The Contractor shall obtain from each member of his staff, board and directors an undertaking that

they will respect the confidentiality of any information which is linked, directly or indirectly, to execution of the tasks and that they will not divulge to third parties or use for their own benefit or that of any third party any document or information not available publicly, even after completion of the tasks.

ARTICLE II.10 - USE, DISTRIBUTION AND PUBLICATION OF INFORMATION

II.10.1.The Contractor shall authorise the ITER Organization to process, use, distribute and publish, for whatever purpose, by whatever means and on whatever medium, any data contained in or relating to the Contract, in particular the identity of the Contractor, the subject matter, the duration, the amount paid and the reports.

II.10.2.Unless otherwise provided by the Special Conditions, the ITER Organization shall not be required to

distribute or publish documents or information supplied in performance of the Contract. If it decides not to publish the documents or information supplied, the Contractor may not have them distributed or published elsewhere without prior written authorisation from the ITER Organization.

II.10.3.Any distribution or publication of information relating to the Contract by the Contractor shall require

prior written authorisation from the ITER Organization. It shall state that the opinions expressed are those of the Contractor only and do not represent the ITER Organization's official position.

II.10.4.The use of information obtained by the Contractor in the course of the Contract for purposes other

than its performance shall be forbidden, unless the ITER Organization has specifically given prior written authorisation to the contrary.

ARTICLE II. 11 – TAXATION II.11.1.The Contractor shall have sole responsibility for compliance with the tax laws which apply to him.

Failure to comply shall make the relevant invoices invalid. II.11.2.The Contractor recognises that the ITER Organization is, as a rule, exempt from all taxes and duties,

including value added tax (VAT). II.11.3.The Contractor shall accordingly complete the necessary formalities with the relevant authorities to

ensure that the goods and services required for performance of the Contract are exempt from taxes and duties, including VAT. This applies in particular to VAT invoiced in France.

II.11.4 Only if the direct exemption of taxes and duties at the source is legally not possible, the Contractor

shall invoice them.

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II.11.5.In cases of Article II.11.4 above, invoices presented by the Contractor shall indicate his place of taxation for VAT purposes and shall specify separately the amounts not including VAT and the amounts including VAT.

ARTICLE II.12 – FORCE MAJEURE II.12.1.Force majeure shall mean any unforeseeable and exceptional situation or event beyond the control of

the contracting parties which prevents either of them from performing any of their obligations under the Contract, was not due to error or negligence on their part or on the part of a subcontractor, and could not have been avoided by the exercise of due diligence. Defects in equipment or material or delays in making it available, labour disputes, strikes or financial problems cannot be invoked as force majeure unless they stem directly from a relevant case of force majeure.

II.12.2.Without prejudice to the provisions of Article II.1.8, if either contracting party is faced with force

majeure, it shall notify the other party without delay by registered letter with acknowledgment of receipt or equivalent, stating the nature, likely duration and foreseeable effects.

II.12.3.Neither contracting party shall be held in breach of its contractual obligations if it has been prevented

from performing them by force majeure. Where the Contractor is unable to perform his contractual obligations owing to force majeure, he shall have the right to remuneration only for tasks actually executed.

II.12.4.The contracting parties shall take the necessary measures to reduce damage to a minimum. ARTICLE II.13 – SUBCONTRACTING II.13.1.The Contractor shall not subcontract without prior written authorisation from the ITER Organization

nor cause the Contract to be performed in fact by third parties. II.13.2.Even where the ITER Organization authorises the Contractor to subcontract to third parties, he shall

none the less remain bound by his obligations to the ITER Organization under the Contract and shall bear exclusive liability for proper performance of the Contract.

II.13.3.The Contractor shall make sure that the subcontract does not affect rights and guarantees to which the

ITER Organization is entitled by virtue of the Contract. ARTICLE II.14 – ASSIGNMENT II.14.1.The Contractor shall not assign the rights and obligations arising from the Contract, in whole or in

part, without prior written authorization from the ITER Organization. II.14.2.In the absence of the authorization referred to in 1 above, or in the event of failure to observe the

terms thereof, assignment by the Contractor shall not be enforceable against and shall have no effect on the ITER Organization.

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ARTICLE II.15 – TERMINATION BY THE ITER ORGANIZATION

II.15.1.The ITER Organization may terminate the Contract in the following circumstances:

(a) where the Contractor is being wound up, is having his affairs administered by the courts, has entered into an arrangement with creditors, has suspended business activities, is the subject of proceedings concerning those matters, or is in any analogous situation arising from a similar procedure provided for in national legislation or regulations;

(b) where the Contractor has been convicted of an offence concerning his professional conduct by a

judgment which has the force of res judicata; (c) where the Contractor has been guilty of grave professional misconduct proven by any means which the

ITER Organization can justify; (d) where the Contractor has not fulfilled obligations relating to the payment of social security

contributions or the payment of taxes in accordance with the legal provisions of the country in which he is established or with those of the country applicable to the Contract or those of the country where the Contract is to be performed;

(e) where the ITER Organization seriously suspects the Contractor of fraud, corruption, involvement in a

criminal organisation or any other illegal activity detrimental to the ITER Organization’s financial interest;

(f) where the Contractor is in breach of his obligations under Article II.3; (g) where the Contractor was guilty of misrepresentation in supplying the information required by the

ITER Organization as a condition of participation in the Contract procedure or failed to supply this information;

(h) where a change in the Contractor’s legal, financial, technical or organisational situation could, in the

ITER Organization’s opinion, have a significant effect on the performance of the Contract; (i) where the Contractor is unable, through his own fault, to obtain any permit or licence required for

performance of the Contract; (j) where the Contractor fails to fulfil its contractual obligations, after receiving formal notice in writing to

comply, specifying the nature of the alleged failure, and after being given the opportunity to remedy the failure within a reasonable period following receipt of the formal notice, remains in serious breach of his contractual obligations.

II.15.2.In case of force majeure, notified in accordance with Article II.12, either contracting party may terminate the Contract, where performance thereof cannot be ensured for a period corresponding to at least to one fifth of the period laid down in Article I.2.3.

II.15.3.Prior to termination under point c), e), f), g), h) or i), the Contractor shall be given the opportunity to

submit his observations in writing and communication with ITER Organization..

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Termination shall take effect on the date on which a registered letter with acknowledgment of receipt terminating the Contract is received by the Contractor, or on any other date indicated in the letter of termination.

II.15.4.Consequences of termination:

In the event of the ITER Organization terminating the Contract in accordance with this Article and without prejudice to any other measures provided for in the Contract, the Contractor shall waive any claim for consequential damages, including any loss of anticipated profits for uncompleted work. On receipt of the letter terminating the Contract, the Contractor shall take all appropriate measures to minimise costs, prevent damage, and cancel or reduce his commitments. He shall draw up the documents required by the Contract for the tasks executed up to the date on which termination takes effect, within a period not exceeding sixty days from that date.

The ITER Organization may claim compensation for any damage suffered and recover any sums paid to the Contractor under the Contract.

On termination the ITER Organization may engage any other contractor to complete the services. The ITER Organization shall be entitled to claim from the Contractor extra costs incurred in making good and completing the services, without prejudice to any other rights or guarantees it has under the Contract.

ARTICLE II.16 – TERMINATION BY NOTICE

The ITER Organization may, of its own volition and without being required to pay compensation, terminate the Contract by serving a 15 days formal prior notice. Should the ITER Organization terminate the Contract, the Contractor shall only be entitled to payment corresponding to the services delivered and objectively justified irrevocable commitments entered into before the termination date.. On receipt of the letter terminating the Contract, the Contractor shall take all appropriate measures to minimise costs, prevent damage, and cancel or reduce his commitments. He shall draw up technical and financial reports for services rendered and irrevocable commitments up to the date on which termination takes effect, within a period not exceeding sixty days from that date.

ARTICLE II.17 – SUBSTANTIAL ERRORS, IRREGULARITIES AND FRAUD ATTRIBUTABLE TO THE CONTRACTOR

Where, after the award of the Contract, the award procedure or the performance of the Contract prove to have been subject to substantial errors, irregularities or fraud, and where such errors, irregularities or fraud are attributable to the Contractor, the ITER Organization may refuse to make payments, may recover amounts already paid or may terminate all the contracts concluded with the Contractor, in proportion to the seriousness of the errors, irregularities of fraud.

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ARTICLE II.18 – JOINT AND SEVERAL LIABILITY IN CASE OF JOINT VENTURES/

CONSORTIA ETC.)

When the Contractor is a joint venture or consortium, all partners of such an undertaking agree hereby to ITER Organization that they shall exercise and will continue to exercise, in the performance of the Services and their other duties, obligations and liabilities pursuant to this Contract, all such reasonable skill, care and diligence as may be expected of a properly qualified and competent company experienced in carrying out work of a similar size, scope and complexity to the services, and the other duties, obligations and liabilities of the Contractor pursuant to this Contract in respect of the Services, and shall be jointly and severally liable to ITER Organization for any failure.

ARTICLE II.19 – INSURANCES

The Contractor shall take out insurance against risks and damage relating to performance of the Contract as required in the Contract and those required by the relevant applicable legislation. He shall also take out supplementary insurance as reasonably required by standard practice in the industry. A copy of all the relevant insurance contracts shall be sent to ITER Organization should it so request.

ARTICLE II.20 – LIQUIDATED DAMAGES

Should the Contractor fail to perform his obligations under the Contract within the time limits set by the Contract, then, without prejudice to the Contractor's actual or potential liability incurred in relation to the Contract or to the ITER Organization's right to terminate the Contract, the ITER Organization may decide to impose liquidated damages of a percentage of the amount specified in Article I.3.1 per calendar day of delay. This percentage will be specified in the Special Conditions. If the percentage is not specified then this article does not apply unless otherwise agreed by the parties.

The Contractor may submit arguments against this decision within thirty days of notification by registered letter with acknowledgement of receipt or equivalent. In the absence of reaction on his part or of written withdrawal by the ITER Organization within thirty days of the receipt of such arguments, the decision imposing the liquidated damages shall become enforceable. The ITER Organization and the Contractor expressly acknowledge and agree that any sums payable under this Article are in the nature of liquidated damages and not penalties, and represent a reasonable estimate of fair compensation for the losses that may be reasonably anticipated from such failure to perform obligations.

ARTICLE II.21 – AMENDMENTS

Any amendment to the Contract shall be the subject of a written agreement concluded by the contracting parties. An oral agreement shall not be binding on the contracting parties.

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ARTICLE II.22 – SUSPENSION OF THE CONTRACT Without prejudice to the ITER Organization's right to terminate the Contract, the ITER Organization may at any time and for any reason suspend execution of the tasks under the Contract or any part thereof. Suspension shall take effect on the day the Contractor receives notification by registered letter with acknowledgment of receipt or equivalent, or at a later date where the notification so provides. The ITER Organization may within sixty (60) calendar days following suspension give notice to the Contractor to resume the work suspended or terminate the Contract following Article II.16 procedure. If the suspension under this Article II.22 is cancelled or the period of the notification or any extension thereof expires, the Contractor shall resume work. The ITER Organization will make an equitable adjustment in the delivery schedule or contract price, or both, and the Contract shall be modified, in writing, accordingly if 1) the suspension results in an increase in the time required for, or in the Contractor’s cost properly allocable to the performance of any part of the Contract; and 2) the Contractor asserts its right to the adjustment within thirty (30) days after receiving it.

ARTICLE II.23 – GOVERNING LAW AND SETTLEMENT OF DISPUTES

II.23.1 The ITER Organization is governed by the international agreement (“ITER Agreement”) and its annexes establishing the ITER Organization. The applicable law for contract interpretation is French law.

II.23.2 In the event of any dispute arising out of or in connection with the present Contract, the Parties agree

to submit the matter to settlement proceedings under the International Chamber of Commerce in Paris dispute settlement mediation ADR Rules. If the dispute has not been settled pursuant to the said Rules within 45 days following the filing of a Request for ADR or within such other period as the Parties may agree in writing, such dispute shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce in Paris by one or more arbitrators appointed in accordance with the said Rules of Arbitration.

II.23.3 The arbitration proceedings in English shall take place in Paris, unless otherwise agreed by the parties.

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