Licence agreement
Article 4
1. Once the selection and awarding procedure have been concluded by the mandated central bank under the conditions mentioned above, the mandated central bank and the selection panel shall undertake all necessary preparatory measures to enable the mandated central bank to enter into a licence agreement with each of the selected participants in the name and interest of the Eurosystem central banks. To this end, the Eurosystem central banks shall vest the mandated central bank with the power to sign the licence agreements, by way of a separate power of attorney to act in the name and interest of the Eurosystem central banks (disclosed agency). 2. Subsequent to signing the licence agreement, a T2S network service provider shall perform a proof of concept. If the T2S network service provider fails to successfully perform the proof of concept, the licence agreement shall be terminated. Under such circumstance, the mandated central bank shall award a licence to the participant in the selection procedure that ranked next highest in the ranking list after the selected participants. 3. Without prejudice to the following paragraphs, a licence awarded in the initial selection procedure shall expire 7 years following the go-live date. 4. Where a licence agreement with a T2S network service provider is terminated before the end of its duration, but after the successful performance of the proof of concept, at the T2S Programme Board’s discretion, a licence agreement may either be offered to the participant in the selection procedure that ranked next highest in the ranking list after the selected participants, or be awarded to another network service provider following a new selection procedure to be carried out by the mandated central bank or by another Eurosystem central bank appointed by the Governing Council. The new licence agreement shall have a duration of 7 years. 5. Upon the T2S Programme Board’s request, the mandated central bank shall extend the duration of all licence agreements twice by 1 year. 6. The mandated central bank shall be mandated to represent the Eurosystem central banks jointly vis-à-vis the T2S network service providers and other third parties in relation to the connectivity services as well as to manage the licence agreements in the name and interest of the Eurosystem central banks on an ongoing basis, both by, inter alia, enforcing the rights and obligations of the Eurosystem central banks, including in court proceedings, including but not limited to breach of contract, damages, termination, challenges or other alterations of contract. The mandated central bank shall report thereon to, and comply with the instructions issued by, the T2S Programme Board. 7. The mandated central bank shall take all measures necessary for the fulfilment of the Eurosystem central banks’ and, if any, of the mandated central bank’s, duties and obligations in relation to the licence agreements and shall report thereon to, and respect any related instructions from the T2S Programme Board. 8. The mandated central bank shall receive all notices, declarations and writs of claims, including the service of process, in relation to a licence agreement to enable it to fulfil the Eurosystem central banks’, and, if any, the mandated central bank’s, rights and obligations in relation to a licence agreement. 9. Without prejudice to Article 5, the Eurosystem central banks shall reimburse the mandated central bank for all reasonable expenses it incurs for the management and monitoring of the licence agreements pursuant to paragraphs 6 to 8.