This Memorandum of Understanding (MoU) is entered into and is effective from 30th November 2016 at Bangalore between:

Transcription

1 BIJLAGE MEMORANDUM OF UNDERSTANDING BETWEEN State Government of Karnataka - India AND City of The Hague, The Netherlands This Memorandum of Understanding (MoU) is entered into and is effective from 30th November 2016 at Bangalore between: The Department of IT and BT, State Government of Karnataka, having its registered office at Directorate of IT & BT, BMTC- Central Offices Building, TTMC 'A' Block, 2nd Floor, Double Road, Shanthi Nagar, Bangalore, Karnataka duly represented by Mrs. Manjula, Principal Secretary IT & BT (herein after referred to as Government of Karnataka which expression shall include its successors and assigns) of the First Part; AND The City of The Hague, having its City hall at Spui 70, The Hague, The Netherlands, duly represented by Mr Karsten Klein, Vice Mayor of the City of The Hague (herein after referred to as The Hague which expression shall include its successors and assigns) of the Second Part; Government of Karnataka and The Hague shall be individually referred to as Party and collectively referred to as Parties.

2 Background Cities and urban regions are becoming increasingly more important as drivers for job creation and national economic development. It requires specific developmental focus on sectors and expertise so that cities have a clear profile to act and compete on global scale. Actively sharing and developing sectors and allied expertise is essential, therefore cooperation in mutual shared areas of interest will be beneficial for cities with clear development ambition. Government of Karnataka and City of The Hague believe that various expertise of the other party can be beneficial for enhancement of knowhow and that mutual development and innovation will result in synergy effects. Recitals Whereas: Government of Karnataka, its expertise and future developments are focused to place Karnataka on global platform amongst the leaders in Information Technology and Bio Technology. The Department has taken different policy initiatives and has sustained the leadership position. Focused Vision Groups with Industry and Academia Leaders assist the Department in formulation and implementation of the policies. Bengaluru is the leading technology hub in the world, and has also emerged as the leading R&D and innovation ecosystem. Bengaluru is also a melting pot of different cultures and has been voted as one of the better cities to live in and work by expatriates. The city is also known for its salubrious climate. Karnataka is one of the more progressive states in India and is known for its culture, places of tourist interest, talented human resource etc apart from its significant contribution to the GDP of the country.

3 The Hague is international renowned as city for Peace and Justice. It is home to an extensive number of national and international governmental organisations. In addition, numerous nongovernmental organisations are based in The Hague, working on global peace and security. It results that The Hague offers an interesting eco-climate for private companies positively contributing to society or world challenges. The City actively promote this Impact Economy and wishes to enhance this sector further by stimulating new innovation and business activities. The Hague is experiencing an ageing population, resulting into an active and wellknown healthcare environment for elderly. The expertise ranges from homecare, robotics and other specialised treatment of healthcare; to prevention methods like stimulate healthy and respectable conditions to enable elderly to maintain living at home. It all resulted into the development of interesting expertise that is a divided within the public private domain. Having the biggest Hindu society of the mainland of Europe, The Hague can be an interesting destination for Indian visitors. The city houses a big cultural infrastructure of Indian retail and restaurants, in addition important Indian holidays and festivals are actively celebrated in the city. Based on the current profiles and ambitions of both parties, Government of Karnataka and City of The Hague wishes to develop and intensify mutual beneficial cooperation. in the following fields:

4 1. Elderlycare and Technology: India as a nation has the advantage of the Demographic Dividend and a young work force. Providing opportunities for skill development and gainful employment to the young population are the significant challenges facing the country, needing much focus. Yet, the elderly account for about 25% of the population, and their needs too require attention. Geriatrics has received attention in the current Five-year plan ( ). Taking cognisance of this the Department of Information Technology, Biotechnology and Science & Technology has initiated Karnataka s Initiative on Technologybased-solutions for the Elderly to develop technology-based solutions to assist requirements / handicaps due to decline in physical condition with age of this section of society. Indian conditions and context was kept in mind at all stages. The Hague offers extensive knowhow in the field of elderly healthcare and home care. The available expertise of both parties can be relevant for the other party and mutual development activities could lead to increased insights and innovation capacity. Cooperation in the following fields is therefore desired: a. Exposure to Young innovators in area of elderly healthcare solutions by conducting Hackathons and Reverse-Hackathons at The Hague & Bangalore with participants from both parties in each. b. Conjoining of KITE Project and its counterpart projects at the Hague and jointly promote development of software and hardware which enables elderly to be independent for longer time by means of initiating immersion sessions inviting innovators and technology developers, and facilitate commercialization of technologies and products thus developed. c. Co-organize Workshops and Seminars towards sensitisation and inclusion at Bangalore (a parallel session during ite.biz at Bangalore for instance) and at The Hague during their prime IT events.

5 d. To enable technology development and technology transfer in elderly care and other complementary technologies (including incubation, manufacturing & marketing) e. Create an active group of elderly-focused innovators and engage them by means of setting up a blog, publish quarterly review of activities, discussion forum etc. through a common portal. f. Exchange of information on best practises in Healthcare delivery g. Within The Hague various organization have extensive experience and knowledge related to modern intramural care. For elderly this includes nursing homes, group living for elderly and small scale initiatives for dementia. Intramural projects related to physical challenged care include day care projects, inclusion into society initiatives, educational and employment promotion, cultural initiatives and active support of parents and other family members. h. Within Karnataka there is extensive knowledge related to different forms of community care and interculturalisation of care. i. It will be of added value to share insights between Karnataka and The Hague between the respective available knowhow related to intramural-, community- and interculturalisation care. An inventarisation of needs during expertmeetings and a pilot regarding these topics will therefore be initiated, resulting into active knowledge transfer.

6 2. Startups: The establishment of new businesses are important for the development of the local economy. Promoting promising new businesses simulates new innovation and generates future jobs. The State of Karnataka is well known for it start-up eco-climate, being home of an active start-up society and having seen numerous startups being scaled to successful enterprises acting of global level. The Hague has an ideal economic climate for Impact startups, new private initiatives that also have a positive influence on society or global challenges. Active collaboration between Government of Karnataka and City of The Hague will result in mutual beneficial outcomes and therefore the following activities are foreseen: Digital bridging of startup scenes The startups from The Hague and Karnataka often have potential market opportunities in the counterpart market. This could include expanding business from the respective home market to the counterpart market or possible (out) sourcing of services or products. By bridging the startup communities from Karnataka and The Hague, expertise can be shared and additional business promoted. 1) By April 2017, Inventorisation done on startup scene in The Hague, investigating interest in India 2) By April 2017, Inventorisation done on startup scene in Karnataka, investigating interest in Europe 3) By June 2017 The Hague and Karnataka will make profiles of the interested startups for collaboration, which can be share with the counterparts 4) In July and August 2017, based on profiles, B2B digital matchmaking and introduction of The Hague Karnataka startups

7 5) By the end 2017, startup delegation visit from The Hague to Karnataka R&D partnerships: institutions & industry Within the business environment of both The Hague and Karnataka, there potentially is a demand for certain expertise that is (easier) available within the counterpart eco climate. For example, The Hague has a strong demand for IT developers and programmers, which cannot be met by local supply. Attracting talent from Karnataka can be mutually beneficial, since The Hague will get access to a bigger talent pool whereas Karnataka high potentials get international exposure. Visa versa could be the case within other expertise fields. To foster higher learning a program will be launched where students can enroll to a paid R&D internship at The Hague companies, industries and/or institutions in The Hague. This could include a program where students can execute this for instance via the KBITS network. 1) By March 2017 inventorisation done within the business and institutional sector in The Hague, giving insights on what kind of expertise is potentially required from Karnataka 2) By June 2017, based on the insights of the study in The Hague, profiling of potential candidates (fresher s) within Karnataka 3) Per September 2017, paid R&D internship placement of 10 Karnataka high potentials at The Hague companies, industries and/or institutions Knowledge sharing in funding methods Within the startup eco climate new and innovative funding methods are developed. It is of mutual added value to share experiences of funding in the different stages, such as: proof of concept, startup, accelerators and scale up.

8 By sharing insights of funding and/or facilitation instruments, better (governmental) support to new businesses and innovative projects can be established. 1) By (to be defined) The Hague will organise workshop with international experts in the field of public and private support / (hybrid) funding of innovation and startups 2) By (to be defined) Karnataka will outline 5 local funding experts, from which The Hague will select two experts to join the international funding workshop. Exposure & promotion It will be of mutual added value to promote and highlight each other s eco-climate to relevant startups. Startups are often not aware of potential markets or facilitations available in the international context. By highlighting the eco-climate of each other s startup scene, startups will get better insights on what is internationally possible and a better overview of international potential. 1) By March 2017, both parties share a list of relevant websites to place details of this MOU and opportunities made available to various stakeholders in the two startup eco-climate 2) By June 2017, respective startups websites will link to their relevant counterpart 3) Online and offline promotional material will be actively shared within the relevant networks 4) The mutual (startup) activities listed under this MoU will be actively promoted by the respective local network Accelerators programs It will be of added value to give accelerators programs access to each other s network, since it will enlarge the amount of exposure and potential for the respective startups.

9 Collaboration can divers from actively include a startup from the counterpart into the accelerators program, sharing of expertise or introducing likeminded innovation to each other. Additionally mutual programs can be developed as well. 1) Design and implement mutually agreed scale-up/booster programs to promote start-ups 2) Active promotion of one of the three accelerator programs executed in The Hague: Connectivity Health and Ageing Security eventually leading to selection of Karnataka startup to the program 3) Investors promotion and/or potentially establishment mutual investment fund 4) Softlanding program for startups, involving: a) Assistance with market access for Indian startups in The Hague and support for market access of The Hague startups in Karnataka b) Offering of office facilities like internet connectivity, initial network introduction and workspace (for 3 months) c) Assistance of local company establishment advise, tax structure, HR and market potential Involvement within each other s hackathon To activate the creative IT minds, it will be beneficial to mutually organize hackathons. Initial step have been taken during the Hacking Elderly Care Hackathon in October 2016 in The Hague and the reverse hackathon in November 2016 in Bangalore. By sharing each other s challenges with the respective counterpart, new insights and solutions will be encouraged. With the knowhow of the counterpart, challenges can be addressed and innovative solutions established.

10 1) Address challenge of The Hague in a hackathon organized in Karnataka The Hague will identify a relevant challenge, which will be addressed by hackers from Karnataka in Hackaton organized by the government of Karnataka & the Startup Cell. 2) Address challenge of Karnataka in a hackathon organized in The Hague Karnataka will identify a relevant challenge which will be addressed by hackers from The Hague during Startup Fest (May) ) By end of 2017 organize a simultaneous hackathon event where mutual or global challenges are addressed by hackers working from Karnataka and The Hague The Hague - Karnataka expert network By creating an active network of expert and/or possible mentors, local startups can be assisted by exploration in the counterpart region. For example it could involve assisting a startup from The Hague by potential market opportunities in Karnataka or mentoring a young organization from Karnataka with a potential investment round in The Hague. 1) In the first half of Inventorisation of relevant Karnataka The Hague network. This includes Karnataka organisations or individuals (alumni/nri s/etc) with relational ties in The Hague and visa versa. Active involvement of respective knowledge institutes by requesting them for alumni overview from the respective counterpart region 2) In July 2017 organising a roundtable for potential expert panel, establishment of existing The Hague Karnataka profiles and fields expertise. Identification of possible level of assistance by expert network 3) In second part of 2017 organise an expert panel meeting with startups from the Hague interested in the Indian market

11 4) By the end of 201y organise an expert panel meeting with startups from Karnataka interested in the European market

12 3. Cyber Security: For the stable development and well-being of the urban societies, adequate security measures in critical sectors are important for both parties. Karnataka is one of the IT powerhouses of India, whereas The Hague has the largest European Security Cluster within its boundaries. The cooperation on safety and (cyber) security between Karnataka and the city of The Hague will be established through possible engagement of KEONICS and through the alignment of Hague Security Delta (HSD) and its partners. Proposed framework of concrete activities to work on are the following objectives: 1. Stimulate the exchange of supply and demand of safety & security expertise and knowledge via (digital) media, events and missions, 2. Creating opportunities for establishing a presence for companies and training institutes both in India and The Netherlands, 3. Development of training and educational capacity in Karnataka in several areas of safety & security, in particular in cyber security, protection of critical infrastructure, governance, law, certification and management, 4. Development of scientific research collaboration- preferably with involvement of corporates- and programs for exchange of staff and students, 5. Organizing and participating in Cyber Security events and missions in India and the Netherlands.

13 4. Genetics: Research in Genetics is critical to assist all living being lead a normal life. India is home to 1.3 billion people. Sections of the populations succumb to inborn genetic disorders; many are susceptible or tolerant to life style diseases and other ailments. Genetic research assists in diagnosis of potential health problems which are likely to be governed by various genetic factors and helps in prevention of onset of such diseases. The Hague-Leiden area and the Netherlands as a country in general have a long and strong tradition of excellence in human genetics (as broadly defined). Karnataka, led by Centre for Human Genetics and other institutions can engage with them for mutual benefit by following means: a. Collaboration between Centre for Human Genetics, Bangalore and The GGD Gezondheidsdienst (Public Health Department) The Hague. The two institutions to focus on i. Joint research to address problems relevant to Karnataka & The Hague ii. Student and Faculty Exchange programs and Summer / Winter Schools with specific themes in focus areas of research iii. Conduct joint workshops on relevant themes iv. Facilitate participation of delegations in each other s premier events

14 Organisational structure For prompt implementation and durable execution, both parties will constitute a high-level Joint Program Steering Committee (JPSC) to oversee the pace and progress of the entire project. This group will meet at least once in six months. Area-wise Joint Working Groups (JWG) will also be constituted. The JWG shall prepare and submit action plan and budgets for the year to the respective implementation agencies. This shall be forwarded to the JPSC from time to time. The nodal officers in each area will enable clear and direct communication. The counterparts in each area will structure the communication and frequency concerning the activities jointly and actively report about implementation of the activities by their respective governmental supervisor. Neither Party shall be held responsible towards obligations and fulfilment of conditions of such separate agreement(s) entered between any other party. The Terms and Conditions of such separate agreement (s) shall not relate in any manner, whatsoever in nature, to this MoU. Both the Parties herein have agreed to enter into this MoU on the following Terms and conditions mentioned here-in-under. 1. INTELLECTUAL PROPERTY:- Use of Marks/ Intellectual Property: The Parties recognize the importance of intellectual property rights protecting the materials used for or resulting from the joint activities conducted under the framework established by this MoU. During the term of this MoU, each Party agrees and warrants that:- i) Unless expressly agreed herein, it shall not acquire any rights in the trade names, trademarks, service marks or other similar proprietary designations/ intellectual property, owned, or used by the other Party and/or as communicated by one Party to the

15 other (collectively Mark/s ) as a result of its use or by virtue of this MoU; ii) It will not, directly or indirectly, attack the title of the other Party to the Mark, or any similar intellectual property, as determined by the other Party, or of service mark or other intellectual property pertaining thereto; iii) It will not use the Mark of the other Party in a manner which will defame or hurt the reputation and goodwill of such Party or in any derogatory manner. iv) It will not use the Mark or logo or name of the other Party without prior written approval of the other Party. 2. CONFIDENTIALITY:- a) The Parties agree that they shall not, at any time or under any circumstances, without the prior written consent of the other Party, directly or indirectly communicate or disclose to any person confidential information of the other Party or the existence and terms of this MoU (other than to their employees, agents, advisors, auditors and representatives). However such obligation shall not apply in the following eventualities:- i) Information already in the possession of the other Party; ii) Information which is or becomes generally available to the public; iii) Information that is independently developed by the other Party; iv) Information disclosed to a Party by a third party who is not subject to any confidentiality restriction. v) Information that is required to be disclosed by law or under a

16 court order or by the applicable regulations or policies of any regulatory/statutory agency of competent jurisdiction or any stock exchange. b) The Parties also agree that they shall, inform each other prior to releasing any press statements or other publicity regarding the MoU or the transactions contemplated by this MoU. c) Both Parties agree and bind themselves to the fact that all or any of the information, which is property of the other Party or is disclosed by the Party in pursuance of this MoU, shall be treated as confidential and no Party shall disclose the said information without the prior approval of other in writing. d) The provisions of this Clause herein above pertaining to the said confidential information shall survive the termination of this MoU for a period of 1 year from the date of such termination. 3. REPRESENTATION AND WARRANTIES:- Each Party represents and warrants to the other Party as of the date of the execution of this MoU, that:- a) It has all requisite power and authority to execute, deliver and perform this MoU and the terms and conditions contained herein. b) This MoU has been validly executed and delivered and constitutes a legal, valid and binding obligation of such Party. c) The execution, delivery and performance of this MoU does not in any way conflict or violate any provision of law, rule, judgment, order or any other contract applicable to such Party. d) It has no outstanding commitments, liabilities or obligations,

17 contractual or otherwise, which would in any material respect conflict with or impede its ability and right to enter into this MoU or fulfill any and all of its obligations hereunder, or to conduct the business contemplated hereby. e) It is not subject to any existing, pending or threatened litigation or other proceeding which could have a material adverse effect on its ability to fulfill its undertakings and obligations in terms of this MoU. f) The above representations and warranties shall be continuing and deemed to be repeated as long as this MOU is in force. 4. TERM AND TERMINATION:- a) This MoU shall remain effective from the date of execution and the term of this MoU is for an initial period of 3 years upon signing of this MoU, extendable upon mutually accepted terms and conditions with the written consent of the Parties. b) This MoU shall be effective as on the date of execution and shall continue in full force unless terminated. c) Either Party may terminate this MoU on the happening of the following events: i) by giving 30 days notice in writing to the other Party; or ii) on breach by any Party of the provisions of this MoU, by giving 30 days written notice to the other Party to remedy the breach; or iii) on any Party going into liquidation/ bankruptcy/ winding up/ merger or similar legal events. In such event the MoU shall stand terminated with immediate effect.

18 5. EXCLUSIVITY:- a) Government of Karnataka and the City of The Hague are free to enter into any number of such MoUs with other countries/states or organizations. b) It is expressly agreed that the services hereby agreed to be provided/ availed by the respective Parties shall be on a nonexclusive basis. 6. SEVERABILITY:- If any provision of this MoU or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this MoU and the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall be valid and enforceable to the fullest extent permitted by law. Any invalid or unenforceable provision of this MoU shall be replaced with a provision which is valid and enforceable and most nearly reflects the original intent of the unenforceable provision. 7. STATUTORY COMPLIANCES:- The Parties agree that all services rendered and operations conducted pursuant to this MoU shall be in compliance with all legislations, statutes, ordinances, regulations, administrative rulings or requirements of law. 8. ASSIGNMENT:- Neither Party may assign or otherwise transfer this MoU, in whole or in part, without the prior written consent of the other Party. Any purported assignment in violation of the preceding sentence will be void and of no effect. This MoU will be binding upon the Parties' respective successors and permitted assigns. 9. INDEPENDENT PARTIES:- This MOU is on a "principal to principal" basis and the Parties are independent of each other and nothing contained herein is intended to

19 or shall be deemed to create any partnership, joint venture, employment or relationship of principal and agent between the Parties hereto or between their respective representatives and employees or between one Party and the representatives and employees of the other Party or to provide either of the Parties with any right, power or authority, whether express or implied to create any such duty or obligation on behalf of the other Party. 10. RELATED DOCUMENTS:- This MoU shall constitute the main working document for relationship between the Parties. 11. FORCE MAJEURE/ ACTS OF GOD:- This MoU is subject to force majeure situations. It shall be subject to inabilities based on circumstances beyond the control and power of contracting Parties, such as acts of God, civil commotion, riots, war, extremist action, governmental/regulatory/ statutory restrictions. 12. DISCLAIMER:- Government of Karnataka and the City of The Hague do not guarantee success of any project or assignment undertaken under this MoU. However, will work on different ways to conclude the intent of this MoU but the same will not be legally binding on Government of Karnataka and/or City of The Hague. 13. AMENDMENTS AND WAIVERS:- No amendment to this MoU shall be valid or binding unless set forth in writing and duly executed by the Parties to this MoU. No waiver of any breach of any provision of this MoU shall be effective or binding unless made in writing and signed by the Party purporting to give such waiver and, unless otherwise provided in the written waiver, shall be limited to the specific breach waived. By signing this MoU both parties underline the possible areas of

20 cooperation and timeframe of implementation between Government of Karnataka and the City of The Hague. In witness whereof, the Parties have caused their fully authorized representatives to execute this Memorandum of Understanding.(MoU). SIGNED, SEALED AND DELIVERED for and on behalf of Government of Karnataka by:- Name: Mrs. Manjula IAS Designation: Principal Secretary IT & BT Date: 30 th November 2016 Place: Bengaluru SIGNED, SEALED AND DELIVERED for and on behalf of the City of The Hague by:- Name: Mr. Karsten Klein Designation: Vice Mayor of the City of The Hague Date: 30 th November 2016 Place: Bengaluru