CLARIN AMENDMENT AGREEMENT. ENTERED INTO BY AND BETWEEN the following CLARIN Service Provider Organizations:

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1 CLARIN AMENDMENT AGREEMENT THIS AMENDMENT AGREEMENT comes into effect when all Parties, named below, have signed the Amendment Agreement and on the Date of the last signature of this Amendment Agreement. ENTERED INTO BY AND BETWEEN the following CLARIN Service Provider Organizations: CSC Tieteen tietotekniikan keskus Oy, established in Keilaranta 14, ESPOO, Finland, represented by Managing Director, Dr. Kimmo Koski or his authorized representative; and Max Planck Society, Max- Planck Institute for Psycholinguistics, established in Wundtlaan 1, 6525 XD Nijmegen, The Netherlands, represented by Administrative Director Paul Lommen or his authorized representative; and Institut für Deutsche Sprache (IDS), established in R5, 6-13, Mannheim, Germany, represented by Director, Prof. Dr. Dr. h.c. mult. Ludwig M. Eichinger or his authorized representative; and Institute for Dutch Lexicology (INL), established in Matthias de Vrieshof 3, 2311 BZ Leiden, The Netherlands, represented by Director, Dr. J.C.T. Beeken or her authorized representative; and Berlin- Brandenburgische Akademie der Wissenschaften, established in Jägerstr , Berlin, Germany, represented by Der Präsident, Prof. Dr. Günter Stock or his authorized representative; and Seminar für Sprachwissenschaft, Eberhard- Karls- Universität Tübingen, established Wilhelmstr , Tübingen, Germany, represented by Director, Prof. Dr. Erhard Hinrichs or his authorized representative; and Meertens Institute, established in Joan Muyskenweg 25, 1096 CJ, Amsterdam, The Netherlands, represented by Prof. Dr. Hans Bennis or his authorized representative; and CNRS- ATILF, established in 44, avenue de la Libération, F NANCY CEDEX, France, represented by Prof. Dr. Jean- Marie Pierrel or his authorized representative; and Charles University Prague, UFAL MFF UK, established in Malostranské náměstí 25, 11800, Prague, Czech Republic, represented by Prof. Dr. Jan Hajič or his authorized representative; and Institut für Corpuslinguistik und Texttechnologie, established in Sonnenfelsgasse 19/8, 1010 Wien, Austria, represented by Director, Univ.- Prof. Dr. Gerhard Budin or his authorized representative; and Huygens Instituut voor Nederlandse Geschiedenis (KNAW), established in Prins Willem- Alexanderhof 5, 2595 BE Den Haag, The Netherlands, represented by dr. R.T. Jongerius or his authorized representative. WHEREAS: The Parties have signed the CLARIN Service Provider Federation Start- Up Agreement (hereafter "Start- Up Agreement"). The purpose of the infrastructure is to offer persistent services, which are secure and provide easy access to linguistic resources and technologies. In order to start creating a safe and secure single infrastructure, the Parties to this Amendment Agreement have AGREED AS FOLLOWS: This Amendment Agreement shall be valid only if unanimously signed by all Parties. 1

2 The Parties agree to amend the Start- Up Agreement in three ways: 1) All duties, activities, liabilities and obligations of the Service Provider Federation as described in the Start- Up Agreement shall be transferred to a new pan- European legal entity, the CLARIN ERIC (European Research Infrastructure Consortium). Any explicit or indirect reference in the Start- Up Agreement to the Service Provider Federation shall now instead indicate the CLARIN ERIC. The CLARIN ERIC takes the place of the Service Provider Federation, as far as all aspects of the Start- Up Agreement are concerned. 2) Applicable law and settlement of disputes is changed from Finland to the Netherlands. Section 17.6 of the Start- Up Agreement is now modified and replaced by the following language: 17.6 Applicable Law and Settlement of Disputes This Agreement shall be construed according to and governed by the laws of the Netherlands. The Parties shall as far as possible try to settle by amicable means any disputes that may arise from the interpretation or application of this Agreement. Any and all disputes that may arise between the Parties under or in connection with this Agreement shall be finally settled in arbitration in accordance with the following rules: 1. All disputes arising out of or in connection with this agreement, including any question regarding its existence, validity or termination, shall be finally resolved by arbitration. 2. The place of arbitration shall be Utrecht, the Netherlands. 3. The language of the arbitration shall be English. 4. The arbitration shall be commenced by a request for arbitration by the claimant, delivered to the respondent. The request for arbitration shall set out the nature of the claim(s) and the relief requested. 5. The arbitral tribunal shall consist of three arbitrators, one selected by the claimant in the request for arbitration, the second selected by the respondent within 30 days of receipt of the request for arbitration, and the third, who shall act as presiding arbitrator, selected by the two parties within 30 days of the selection of the second arbitrator. If any arbitrators are not selected within these time periods, the General Assembly shall, upon the request of any party, make the selection(s). 6. If a vacancy arises, the vacancy shall be filled by the method by which that arbitrator was originally appointed, provided, however, that, if a vacancy arises during or after the hearing on the merits, the remaining two arbitrators may proceed with the arbitration and render the final award. 7. Any challenge of an arbitrator for lack of impartiality or other ground shall be decided by the General Assembly. 8. The procedure to be followed during the arbitration shall be agreed by the parties or, failing such agreement, by the arbitral tribunal. Default by any party shall not prevent the arbitral tribunal from proceeding to render an award. 9. The arbitral tribunal may make its decisions by a majority. In the event that no majority is possible, the presiding arbitrator may make the decision(s) as if acting as a sole arbitrator. 10. If the arbitrator appointed by a party fails or refuses to participate, the two other 2

3 arbitrators may proceed with the arbitration and render an award if they determine that the failure or refusal to participate was unjustified. 11. Any award of the arbitral tribunal shall be final and binding on the parties. The parties undertake to carry out any award without delay and shall be deemed to have waived their right to any form of recourse insofar as such waiver can validly be made. 12. Enforcement of any award may be sought in any court of competent jurisdiction. 3) The text of Annex 5 (Accession of new parties) of the Start- Up Agreement shall be replaced by the following text: ACCESSION of a New Party to CLARIN Service Provider Federation Start- Up Agreement, version [..., YYYY- MM- DD], as amended by the Amendment Agreement [..., YYYY- MM- DD], [OFFICIAL NAME OF THE NEW PARTY] hereby consents to become a Party to the Agreement identified above and accepts all the rights and obligations of a Party starting [date]. Party acknowledges that the Service Provider Federation Start- Up Agreement has been modified by the Amendment Agreement finalized [Date that Amendment Agreement is signed], and that this Amendment Agreement transfers all duties, activities, liabilities and obligations of the Service Provider Federation (within the scope of the Service Provider Federation Start- Up Agreement) to the pan- European legal entity, the CLARIN ERIC. Party also acknowledges that the Amendment Agreement modifies Section 17.6 of the Service Provider Federation Start- up Agreement by changing the choice of law from the law of Finland to the law of Netherlands. In addition the New Party names: The technical person (SAML administrator) of the New Party to be: The administrative person of the New Party to be: [OFFICIAL NAME OF THE CO- ORDINATING PARTY] 3

4 hereby certifies that the Assembly of the Service Provider Federation has accepted in the meeting held on [date] the accession of [the name of the New Party] to the Service Provider Federation starting [date]. This Accession Document has been drawn up in 2 originals to be duly signed by the undersigned authorised representatives. [Date and Place] [INSERT NAME OF THE NEW PARTY] Signature(s) Name(s) Title(s) [Date and Place] [INSERT NAME OF THE CO- ORDINATING PARTY] Signature(s) Name(s) Title(s) 4

5 SIGNATURES NAME OF THE PARTY AND NAMES OF THE CONTACT PERSONS Name of the Party: CSC Tieteen tietotekniikan keskus Oy 5

6 Name of the Party: Max Planck Society, Max- Planck Institute for Psycholinguistics 6

7 Name of the Party: Institut für Deutsche Sprache (IDS) 7

8 Name of the Party: Institute for Dutch Lexicology (INL) 8

9 Name of the Party: Berlin- Brandenburgische Akademie der Wissenschaften 9

10 Name of the Party: Seminar für Sprachwissenschaft, Eberhard- Karls- Universität Tübingen 10

11 Name of the Party: Meertens Institute 11

12 Name of the Party: CNRS- ATILF 12

13 Name of the Party: Charles University Prague, UFAL MFF UK 13

14 Name of the Party: Institut für Corpuslinguistik und Texttechnologie 14

15 Name of the Party: Huygens Instituut voor Nederlandse Geschiedenis (KNAW) 15