General Terms and Conditions for Italy

Effective as of July 1, 2026

1.1 These General Terms and Conditions (hereinafter referred to as the “General Terms and Conditions for Italy” or “GTC”) govern the contractual relationship between Allestimenti Benfenati S.p.A. (hereinafter also “AB”) and the Client (hereinafter collectively referred to as the “Parties”) regarding the exhibition stand construction services provided by AB to the Client in accordance with the quote prepared by AB, these GTC, and any additional documents which, together with these GTC, constitute the terms of the Contract.

1.2 Any deviation from and/or amendment to these GTC or other documents which are part of the Contract must be approved in writing by AB. Such amendments and/or deviations shall be effective and shall apply solely to the Contract; therefore, any agreed-upon deviations and/or amendments shall not apply to other contracts constituted into between the Parties before or after the Contract.

2.1 Unless otherwise agreed in writing between the Parties, the quote prepared by AB at the Client’s request, as well as all verbal or written communications sent before or after the quote is sent to the Client, is based on information provided by the Client or by professionals appointed by the Client, the accuracy of which AB reserves the right to verify for the sole purpose of assessing, in its sole discretion, the objective feasibility of performing the installation services from a technical and operational standpoint, taking into account the locations where the services are to be performed, the technical and operational feasibility of their execution, the timeframes requested by the Client, and the availability of the materials required for the execution of any works or items complementary to the performance of the installation services.

2.2 The preparation and simple submission of the quote does not constitute an assumption of contractual or pre-contractual liability from AB, only after the Client has signed the final quote sent by AB, the contract can be considered effective, meaning the complete list of setup services requested by the Client and the related supplies necessary for the performance of said services, the fee requested by AB, and the terms for payment of the amount due to AB. Unless otherwise agreed in writing between the Parties, any general or special terms and conditions of the Client shall not apply to the relationship with AB.

2.3 The Client acknowledges that the quote is prepared by AB S.p.A. based on company costs and expenses relating to the quarter preceding its preparation, as well as on costs for the purchase of materials relating to the month preceding its preparation; therefore, for the purposes of calculating the amount due to AB, all items listed in the quote, or otherwise communicated to the Client in any form, are valid only for the maximum period indicated by AB in the special terms of the contract.

2.4 The estimate does not include all cost items for activities, supplies, services, or work that may become necessary for the performance of the services but could not be estimated at the time the estimate was drawn up, due to AB’s inability to obtain all information regarding the Client’s project specifications, details, finishes, and the condition of the sites where the services are to be performed; nor does it include all costs for additional services not identified or identifiable in the documentation provided by the Client; nor does it include costs that may arise due to modifications, additions, and changes requested by the Client after the quote has been prepared and sent.

2.5 Any activities, supplies, or services that are additional to or different from those specified in the quote—including interventions, modifications, updates, corrections, or implementations of any type or scope, whether technical or operational in nature—as well as any replacement, insertion, addition, or modification of materials, images, documents, text, or hyperlinks; troubleshooting; support; services in general that go beyond what is expressly indicated in the quote shall constitute an addition to the quote itself, both for the purposes of identifying the subject matter of the contract and the consideration owed by the Client to AB. In the event that the quote includes services or supplies related to services that are alternative to the main services proposed by AB, the total amount due will be calculated based on the final choices made by the Client regarding the services requested and provided by AB.

2.6 In the event that any changes or additions to the quote requested by the Client after the quote has been drafted and sent result in an upward or downward revision of the unit costs of the materials or services indicated in the quote itself, due to a greater or lesser complexity of the work, AB reserves the right to adjust the costs in the new quote, either upward or downward, without this entitling the Client to maintain the unit or total costs indicated in the approved quote.

2.7 AB reserves the right not to execute the contract if, after the quote has been sent—which was prepared based on the information provided by the Client—the Client requests a modification to the subject matter of the contract that would prevent AB from fulfilling the contract within the service performance deadlines indicated in the quote itself. In the event that AB does not comply with the Client’s request to perform changes not necessary to the project, since, in AB’s discretion, such changes would prevent AB from meeting the contract performance deadlines requested by the Client, the Client waives any right or claim for compensation against AB related to or resulting, directly or indirectly, from the refusal to perform works and/or services that differ from those originally specified in the quote.

2.8 The terms and conditions for any variations, additions, or modifications to the scope of the service, works, or services provided by AB that may be requested by the Client after acceptance of the quote shall be governed by the Parties via a notice to be sent by email.

3.1 Following the submission of the quote by AB to the Client, both Parties have the right to terminate negotiations prior to the conclusion of the contract, by notifying the other Party in writing, even without providing any reason.

3.2 In the event of withdrawal from negotiations under the terms set forth in Section 3.1, the Client waives the right to claim any sums from AB as indemnification or compensation, without exception, even if such claims relate to direct or indirect damages that may be caused as a result of the Client’s inability to hold the event for which the setup services were intended.

4.1 The Client acknowledges and agrees that the architectural design on which AB based its estimate was created by a third-party professional commissioned by the Client, or by the Client itself.

4.2 AB shall not be liable to the Client for any issues that may arise during the execution of the supplies and/or works necessary for the performance of the installation services, arising from design flaws or defects that do not pertain to purely technical or execution-related aspects of the supplies and/or works themselves; accordingly, AB shall not be liable for any damages, whether direct or indirect, tangible or intangible, that the Client may suffer in connection with a deficient design of the installation, or for any damages the Client may suffer due to the objective technical impossibility for AB to carry out the project related to the services covered by the contract.

5.1 The contract between AB and the Client is concluded upon the Client’s signature of the final quote sent by AB, or following the Client’s submission to AB of a written notice confirming the intention to approve the received quote, or any further statement or act, including one that is conclusive, by the Client confirming the willingness to accept the quote sent by AB.

5.2 Upon the conclusion of the contract, AB is entitled to commence and carry out the work and activities necessary for the performance of the design and installation services, acknowledging that, from that date, AB’s right to payment of the fee agreed upon by the Parties shall accrue in accordance with the terms and conditions set forth in the quotation itself.

6.1 The Contract to which these General Terms and Conditions apply concerns the installation services performed by AB for the Client as described in the AB quote and in the related special contract terms set forth therein. Unless otherwise agreed in writing between the Parties, all activities and supplies related to technological systems—including, but not limited to, audio, video, lighting, etc.—are expressly excluded from the subject matter of the contract, provided they do not constitute an integral part of the individual supplies necessary for the performance of the installation service.

6.2. It is understood that the Client has the right to use the supplies and any work performed by AB in connection with the setup service exclusively for the duration of the event for which the Client requested the service from AB, acknowledging that the services provided by AB to the Client, unless otherwise agreed, include transportation, assembly, dismantling, disposal of disposable parts, the rental of structural and non-structural components, furniture, and items exclusively owned by AB, even if produced at the Client’s specific request for the event for which the services are provided.

6.3 The work and services covered by the contract between the Parties shall be performed by AB in accordance with the Client’s design specifications; obligations relating to and connected with the architectural design of the installation are expressly excluded from the scope of the Contract, and AB shall be responsible, unless otherwise agreed, only for the technical design of the structure that may be necessary for the performance of the installation services, for which AB is not liable and shall not be held responsible for any damages that may arise to the Client due to defects in the architectural design.

7.1 The fee for the installation services is the one indicated in the latest quote sent by AB to the Client, as supplemented by the fee for any necessary changes to the project, for changes requested by the Client after acceptance of the quote sent by AB, and for any additional service, supply, work, or performance rendered by AB to the Client, even if not specified in the approved quote.

7.2 In the event of changes to the Client’s project requested by the Client after acceptance of the quote, the fee shall be determined in accordance with the provisions set forth below in these GTC.

7.3 Payment terms are essential for AB; therefore, in the event of late payment, the Client agrees and undertakes to pay AB late payment interest at the rate provided for by Legislative Decree 231/2002, as calculated from the contractually agreed due date until the actual payment date, without the need for a formal notice of default, in addition to reimbursement of administrative and legal assistance expenses pursuant to Legislative Decree 231/2002.

7.4 AB shall always be entitled to revise the prices and fees indicated in the quote accepted by the Client if, due to circumstances unforeseeable at the time the quote was issued, there have been increases or decreases in the cost of materials or labor such as to result in cost increases exceeding one-tenth of the prices specified in the quote, it being acknowledged that AB is entitled to obtain a revision of the price itself, for the difference exceeding one-tenth.

7.5 If, prior to or during the performance of the Subject Matter of the Contract, difficulties in performance arise due to causes not attributable to AB and in any case not foreseen by the Parties, such as to make the provision of services by AB significantly more onerous, AB shall in any case be entitled to fair compensation.

8.1 The Client may not suspend or delay payment of the fees due to AB for any reason and waives the right to raise objections, reservations, claims, or rights regarding the methods and terms of performance of the services, supplies, and works related to the services, unless payment of the fees has been made within the terms specified in the estimate.

8.2 Without prejudice to the provisions of subparagraph 8.1 of this article, the Client acknowledges that AB has the right to suspend the activities and setup services in the event that it does not receive payment of the required instalments within the terms specified in the estimate.

8.3 The Client may assert any rights and take any action against AB should the latter refuse to continue performing its obligations due to the failure to pay or the delayed payment of the agreed fee within the stipulated terms.

9.1. The Client may request that AB modify the installation services from those specified in the accepted quote, provided that the request is received by AB before production of the goods necessary for the performance of the services has begun. Following the Client’s request, AB reserves the right to communicate the actual technical feasibility of the requested changes, including the availability on the market of the materials or labor necessary to carry out the modifications within the terms agreed upon for the performance of the subject matter of the contract. In the event that, in AB’s discretion, it is technically possible to carry out the requested modifications, in relation to and in compliance with the event’s execution deadlines, AB shall send the Client a cost estimate for the service modifications for approval, acknowledging that the applicable costs must be consistent with the unit costs per item indicated in the last approved quote, to the extent they are compatible. In the event of a disagreement between the parties regarding the costs of the modifications requested by the Client, or in the event that AB is unable to implement the modifications in time for the delivery of the setup services as contractually agreed and indicated in the approved quote, the Client accepts and acknowledges that the modifications requested by the Client shall be deemed contractually unfeasible.

9.2 In the event of variations necessary for the performance of the setup services in accordance with best practices, or those necessary to comply with any requests from the entity where the services are to be performed, or further due to subsequent legal provisions, AB shall be entitled to a fee determined by applying the unit cost criteria indicated in the quote to the extent they are compatible with the changes themselves; however, if the changes are such as to make the application of the abovementioned unit cost criteria impossible, the average industry costs for the product category or type of additional services provided shall apply.

10.1 Prior to the performance of the services, the Client is required to notify AB of the name of the safety officer who assumes all liability toward AB and third parties in connection with the installation activities of the setup. To this end, the Client acknowledges that AB is solely liable for any serious defects related to the mere technical assembly and any design of the structure of the components functional to the performance of the setup services, but assumes no liability, direct or indirect, in relation to any defects, flaws, or issues in general, or damages resulting from delayed delivery of services, which may arise during the production, installation, and dismantling phases of the event setup due to circumstances directly or indirectly attributable to errors or deficiencies in the Client’s design, or even if related to facts or situations outside AB’s legal sphere.

10.2 The Client is responsible for keeping at the location where the setup services are to be performed, the file containing the technical, certification, and authorization documentation for the event, and agrees to make it available to AB for any inspections by public authorities.

10.3 The Client releases AB from any liability for any delays in setup activities and services that may be caused by strikes, force majeure events, measures taken by public authorities, or events directly or indirectly attributable to the entity or company where the setup services are to be performed, to the Client, or to any other third party involved in the execution of work and operations necessary for the creation or completion of the setup. Similarly, the Client releases AB from any liability for any delay in the execution of the exhibition setup work that may result from interference or disruption caused by work, construction, or other interventions by third parties operating in the construction site area on the days scheduled for the exhibition setup assembly activities.

10.4 The Client, either directly or through its site manager, is obligated to verify the suitability and correctness of the exhibition space where the installation is to be carried out; the Client is responsible for ensuring that the area designated for installation activities is technically suitable to allow the installation to be carried out in accordance with the installation design prepared by the Client or on the Client’s behalf; Consequently, the Client is the sole party responsible for the area and assumes all expenses, costs, and charges that may be incurred to modify the services and related works, in order to bring them into compliance with regulatory and legal provisions.

10.5 The Client acknowledges, recognizes, and accepts that in performing the installation services, AB may use structures, panels, manufactured items, and any other materials owned by it or rented and previously used for the performance of other installation services for other Clients. The Client therefore releases AB from any liability for any defects or flaws in the materials that do not render the work or service entirely unsuitable for the agreed-upon use.

10.6 The Client acknowledges that AB shall not be held liable for defects, flaws, or aesthetic discrepancies in the materials used in the installation, in the event that the environmental conditions where the installation is to be carried out are such as to cause an alteration in the finishes of the installation itself, the Client acknowledging that any issues caused by excessive heat, extreme cold, thermal stress, the presence of humidity, rain, or other atmospheric agents, or environmental conditions where the installation is to be set up may affect the aesthetic results and finishes of the installation, for which AB is hereby exempt from liability.

10.7 The Client acknowledges that AB shall be entitled to the agreed compensation for the performance of the setup services even if the event organizer, or the company where the event is to be held, cancels the event, even for reasons not attributable to AB. Similarly, the Client shall be required to pay the agreed-upon fee in the event the event is moved to a location other than that indicated in the quote, without prejudice to AB’s right not to perform the service if the new event location is objectively such as to make access to the area where the setup is to be carried out impossible or impractical.

11.1 All materials, works, furniture, and fixtures used for the performance of the setup services are the property of AB, or the property of third parties and rented by AB for the purpose of performing the services covered by the contract.

11.2 The works, furniture, and manufactured items used by AB for the services covered by the contract are intended exclusively for temporary use, as they are functional to the organization of an event with a maximum duration not exceeding thirty days. It follows that all works, artifacts, furniture, and furnishings used by AB to perform the setup services are not constructed using technologies or methods that would guarantee use for more than thirty days.

11. 3 The Client expressly releases AB from any liability for harmful acts or events that may be caused by the improper use of the works, manufactured items, furniture, or furnishings used for the event, and likewise releases AB from any liability for defects, and non-conformities in the works, movable property, manufactured items, and furnishings on which modifications are made by third parties other than AB, it being understood that, in any case, the Client is prohibited from modifying or having third parties modify the goods supplied by AB for the performance of the setup services.

11.4 The Client declares and acknowledges that the works, furniture, manufactured items, and any other movable property used by AB for the performance of the setup services, even if produced for a specific event of the Client, may be made with disposable parts; therefore, upon completion of the setup service and following the dismantling and teardown activities, AB shall, at its discretion, proceed to disassemble the works, furniture, and manufactured items, arranging for the disposal of non-reusable material, acknowledging that any material not disposed of shall in any case remain the exclusive property of AB, and the Client shall have no claim to it. The Client expressly releases AB from any liability regarding the disassembly, in whole or in part, of the works, furniture, and artifacts used for the setup services, as well as for the disposal of all or part of the furniture or artifacts produced or used by AB for the services covered by the contract.

11.5 The Client hereby irrevocably and unconditionally waives any right or claim against AB regarding any claims of ownership, possession, title, or other rights pertaining to the goods produced and/or used by AB for the performance of the subject matter of the contract.

12.1 Except for delays caused by strikes, force majeure events, measures by public authorities, or events directly or indirectly attributable to the Entity or the company where the setup activities are to be performed, to the Client or any other third party involved in the execution of works and operations necessary for the realization or completion of the setup, or that may result from interference or disruptions caused by works, operations, or interventions by third parties operating in the construction site area on the days scheduled for the setup assembly activities, AB undertakes to notify the Client, even verbally, through its technical representative, of the date and time of completion of the activities for the purpose of delivering the setup. Upon such notification, the Client assumes responsibility for the custody of the area where the setup services were performed.

12.2 Within the deadline—which is to be considered essential for AB—of 24 hours from the moment AB’s representative notifies the delivery of the setup, the Client is obligated to notify AB, via certified email (PEC), of any objections regarding the existence of any serious defects or flaws in the setup services or in the supply of materials and works related to the services. If, within the time limit set forth in this paragraph, the Client fails to submit any complaints via certified email, the installation and the services provided by AB shall be deemed accepted by the Client without any reservation. In any case, AB’s liability is contractually excluded for any minor defects or flaws, and in any event for those aesthetic or architectural defects accepted by the Client or which the Client could have ascertained during the installation of the fit-out with ordinary diligence and for which the Client did not request rectification within 24 hours of discovery.

12.3 Unless otherwise agreed by the parties, the provisions set forth in subparagraph 12.2 shall also apply to any partial or additional deliveries provided for in the subject matter of the contract.

13.1 The Client authorizes AB to perform the services and works covered by the contract, including through subcontracting.

13.2 In the event that, upon approval of the estimate, the Client requests a limitation on subcontracting activities, such limitation may not, in any case, extend to transportation and installation activities.

13.3 The Client agrees that AB may use subcontractors for all or part of the supplies associated with the setup services.

14.1 AB acknowledges that, for the purpose of preparing the quote and performing the services covered by the contract, it requires information from the Client that may be of a confidential nature.

14.2 Unless otherwise agreed by the parties, AB undertakes not to disclose to third parties—excluding, among others, AB’s qualified subcontractors, design, graphic, and informational materials—even if transmitted electronically—as well as the information, drawings, images, and technical specifications relating to the drawings and designs provided by the Client, and any other document or information owned by the Client that is not already in the public domain or is not expressly designated as non-confidential.

14.3 AB undertakes to adopt all necessary and appropriate precautions and security measures to maintain the confidentiality of the Client’s information, with particular reference to the event covered by the quote.

14.4 Unless otherwise agreed in writing by the parties, under no circumstances shall the Client grant AB any rights or licenses or other rights to use any present or future patents, trademarks, designs, or other intellectual or industrial property rights of the Client.

14.5 The Client agrees and undertakes to indemnify and hold AB harmless in the event that third parties make claims for damages arising from the use of information, documents, drawings, images, technical specifications, or designs provided by the Client for the preparation of the quote and order, and over which third parties may assert intellectual property rights.

14.6 Unless otherwise agreed in writing by the parties, upon completion of the setup services, AB is authorized to publicly disclose, including through publication on its website or social media channels, that it has provided services to the Client, specifying the type of service rendered, including through the disclosure of photos and videos of the event and/or the service.

15.1 AB has the right to suspend the performance of the Contract in whole or in part, by notifying the Client and specifying the cause of the suspension and its duration. The Client acknowledges that among the grounds for suspension is any situation posing a risk to the condition of the premises where the installation is to be carried out that violates safety, health, and environmental regulations, and in any case could jeopardize the health and safety of AB’s workers and its subcontractors.

15.2 From the suspension date indicated in the suspension notice sent by AB until the resumption of activities, AB is authorized to cease operations, store, and preserve the materials, equipment, and works related to the installation without the Client being entitled to claim any indemnity or compensation for damages resulting from the suspension.

15.3 AB is in any case entitled to payment for activities/projects completed prior to the suspension, without prejudice to AB’s right to claim compensation for actual damages and loss of profits should the cause of the suspension stem from facts directly or indirectly attributable to the Client.

15.4 The Client agrees to reimburse all costs, duly documented, incurred by AB as a result of the suspension (including storage costs), except in cases where the suspension is attributable to AB’s breach of contract.

15.5 If the suspension of activities extends for more than 30 days, AB has the right to terminate the contract, subject to the provisions of Section 15.3.

15.6 The Client may terminate the Contract at any time, even if the performance of the work or the provision of the services covered by the Contract has already begun, by sending a notice via certified email (PEC) to AB, in which the Client also specifies which activities are to be completed and which are to be suspended.

15.7 In the event of termination by the Client, the Client undertakes to pay AB a termination penalty equal to the full amount specified in the estimate, in addition to reimbursing AB for all additional amounts related to any modifications necessary or requested by the Client, whether regarding work already performed or costs for materials purchased or produced by AB but not yet delivered.

15.8 AB has the right to withdraw from the contract, without any penalty, if, after the conclusion of the contract, unforeseen circumstances arise that were not foreseeable at the time of the agreement’s conclusion, such that the performance of the contract becomes excessively burdensome. For this purpose, performance is considered burdensome if it entails an increase in costs for AB exceeding 10%. In the event of withdrawal, AB shall be entitled to payment for the works and services rendered to the Client up to the date of sending the notice of withdrawal.

15.9 AB has the right to terminate the contract, without incurring any penalty, in the event that judicial liquidation, receivership, a composition with creditors, or any other insolvency proceeding is initiated against the Client.

15.10 Without prejudice to the provisions governing public works contracts, if the trustee or commissioner declares, within the time limit established by Article 186 of the Italian Civil Code, their intention to assume the contract, AB shall have the right to terminate the Contract by notifying the trustee or commissioner within thirty days of receiving the request to assume the contract.

15.11 AB has the right to terminate the Contract in the cases provided for by law and/or the Contract, as well as for the following reasons:
a) The Client unjustifiably interrupts, suspends, or refuses to pay the consideration within the terms agreed upon in the Contract.
b) The Client fails to obtain or provide AB with the certificates and authorizations necessary and/or essential for the performance of the Contract.
c) The Client fails to comply with legal and contractual obligations, including those set forth in these GTC, regarding intellectual property, confidentiality, and the processing of personal data;
d) The Client engages in actions, omissions, conduct, or situations that compromise AB’s reputation and/or image.
e) If it is established by a final and binding judgment that the Client has committed administrative offenses and/or one or more crimes provided for by Legislative Decree No. 231/2001.

15.12 The Client acknowledges and agrees that in the event of a breach of even a single condition set forth in subparagraph 11 of this Article, the Contract shall be deemed terminated by operation of law pursuant to Article 1456 of the Italian Civil Code upon AB’s sending of a certified email (PEC) declaring its intention to invoke this clause.

15.13 In the event of termination of the Contract, AB may, at its discretion, request—without prejudice to any claim for damages—either performance within a period of no less than 15 days pursuant to Article 1454 of the Italian Civil Code or the termination of the Contract effective as of the date indicated in the specific Notice.

16.1 The parties agree that “Force Majeure Event,” unless otherwise provided by law, means any act or event beyond the reasonable control of the Parties and not the result of fault or negligence of the affected Party, which prevents the affected Party from performing, in whole or in part, the obligations arising from the Contract and which such Party is unable to foresee, prevent, avoid, or overcome by all reasonable efforts. The burden of proving a Force Majeure Event rest with the Party claiming its occurrence.

16.2 For the purposes of suspending activities and any withdrawal from the contract, AB may invoke a Force Majeure Event even in the following cases:
a) climatic and/or meteorological conditions or phenomena that could not reasonably have been foreseen at the time the contract was entered into.
b) delays or an objective inability to obtain materials or human resources that could not reasonably have been foreseen at the time the contract was concluded.
c) strikes or labor disputes, including cases of national strikes or strikes affecting the entire sector;
d) delays or breaches of contract by a Subcontractor caused by a Force Majeure Event;
e) the condition of the construction site where the contractual activities are carried out, such as to prevent AB from performing in accordance with the terms set forth in the contract.
f) public disturbances, boycotts, sabotage, or blockades caused
j) failure to obtain any necessary authorizations, unless such failure is due exclusively to force majeure.

17.1 The Client warrants to AB that the performance of the Contract and/or the Subject Matter of the Contract does not infringe any intellectual property rights owned by third parties and that any intellectual property rights owned by third parties—such as, by way of example and without limitation, trademarks, patents, copyrights, utility models, industrial designs, trade secrets, and rights relating to source codes—including those released as open source—used for the proper performance of the Contract are fully and lawfully available to the Client.

17.2 The Client undertakes and agrees to provide AB, upon specific request, with information and clarifications regarding any asset protected by intellectual property rights owned by third parties that is used or to be used for the purposes of performing the Contract.

17.3. Should any judicial or extrajudicial actions or claims brought by third parties asserting intellectual property rights that have a direct or indirect effect on the performance of the Contract and/or the Subject Matter of the Contract result in modifications to the performance of the Contract and/or the Subject Matter of the Contract, the Client undertakes to promptly notify AB and, at its own expense and subject to prior written agreement with AB, to take all necessary steps to indemnify and hold AB harmless from any third-party claims.

17.4 The Client is prohibited from using AB’s trademarks, logos, and/or other distinctive signs, as well as from using the name “Allestimenti Benfenati” without AB’s prior authorization.

17.5 The Parties agree that, with respect to all materials and information that the Client may share with AB for the purpose of performing the Agreement (including, but not limited to: documents, minutes, products, samples, source codes, technical specifications, flowcharts, conceptual diagrams, drawings, designs, computer programs in any format, information of any kind, and related copies, regardless of the medium on which they are provided), AB, unless the Client provides prior written consent: (i) may copy, reproduce, process, translate, modify, adapt, develop, decompile, disassemble, or reverse engineer—in whole or in part—the documents, designs, and materials necessary for the execution of the project; (ii) may create works, products, items, samples, and/or technical specifications necessary for the execution of the Contract. (iii) may share the material and documents both internally and with its qualified subcontractors and suppliers;

17.6 Each Party acknowledges and agrees that the intellectual property rights owned by each Party prior to the signing of the Contract shall remain the property of that Party, and the other Party may not claim such rights in any way.

18.1 For the purposes of this Agreement, definitions regarding personal data shall expressly refer to EU Regulation 2016/679 (hereinafter, “GDPR”), any other applicable legislation on the matter, as well as the implementing provisions of the Regulation itself. Notwithstanding the foregoing, it is hereby noted that personal data is collected reciprocally as part of the Contract award procedure and is processed for purposes strictly related to the management and performance of the Contract, or to fulfil legal obligations, in accordance with the privacy policy available on AB’s website.
In the event that, during the performance of the Contract, the Client’s personnel who access AB’s systems and/or personal data perform functions attributable to the role of “System Administrator”—defined as a professional responsible for the management and maintenance of an IT system or system component—the Client undertakes and guarantees to:
a) provide System Administrators with specific instructions for performing their assigned duties and conduct appropriate training, including with regard to the protection of personal data;
b) make available, upon AB’s request, a list of the appointed System Administrators;
c) in the event that it operates on its own systems and electronic archives, adopt appropriate means for recording the logical access (IT authentication) of its System Administrators and provide AB with a copy thereof upon request.

18.2 In cases where the Client must process personal data on behalf of AB, upon signing the Agreement and for its entire duration, AB, as the Data Controller, appoints the Client—who hereby accepts—as the Data Processor, pursuant to and for the purposes of Article 28 of the GDPR.For the purposes of this Agreement, the following roles are considered “System Administrators,” by way of example and not limited to: operating system administrators for systems such as Unix, Linux, and Windows; database administrators; network administrators; backup/recovery managers; and administrators of complex systems such as ERP systems. The Client undertakes to process personal data in compliance with the obligations imposed by the GDPR and the instructions provided by AB, which will monitor strict compliance with the aforementioned instructions.
a) shall process personal data only upon documented instruction from AB, which shall specify the categories of data and data subjects (Annex 1 of the GDPR);
b) must declare that it has designated persons authorized to process personal data, namely the employees or contractors tasked with performing any operation—including mere consultation—relating to the processing of personal data for which AB is the Data Controller. In this regard, the Client must ensure that the persons authorized to process personal data have committed to confidentiality or are subject to an adequate legal obligation of confidentiality. Furthermore, the Data Controller must ensure that such Authorized Persons are adequately trained on the principles relating to the protection of personal data;
c) send AB the self-declaration confirming the appointment of the Authorized Persons for the processing of personal data, as well as the relevant instructions. It shall be the Client’s responsibility to verify that the sub-processor has also duly provided its staff with instructions on the proper processing of personal data, designating them as Authorized Persons. Furthermore, the Client shall provide a list of Authorized Persons who are to be authorized to operate directly or indirectly on AB’s systems. It shall be the Client’s responsibility to inform the Data Controller of the termination of the employment relationship or the existing assignment no later than five days after the event, in order to allow the Data Controller to arrange for the immediate revocation of the IT access rights granted by the Client (Annex 2 GDPR);
d) the Client must adopt all security measures referred to in Article 32 of the GDPR, suitable for preventing data processing that is unauthorized or inconsistent with the purposes necessary for the performance of the Contract; the Client must periodically review the adequacy of such measures to ensure they are appropriate to the risk associated with data processing;
e) must, furthermore, implement any other security measures that AB deems necessary to prevent the breach of personal data.
f) shall provide all necessary information to enable AB to respond to requests by the data subject to exercise their rights;
g) must provide AB with the necessary support to ensure compliance with the obligations set forth in Articles 32 through 36 of the GDPR, taking into account the nature of the processing and the information available to the Data Processor;
h) upon termination of the Agreement, the Data Processor must return and delete, upon notification, all personal data it has come into possession of as a result of performing the assigned activities, with the exception of personal data whose retention is necessary, for example, for purposes related to: (i) legal obligations; (ii) the exercise of a right in court;
i) AB also reserves the right to request the deletion/return of the processed data even prior to the termination of the Contract by notifying the Client in writing;
j) AB reserves the right to conduct audits and inspections, including through a third party appointed by it;
k) must promptly notify AB of any breach or suspected breach of personal data, within 48 hours of becoming aware of the event and in any case without undue delay;
l) without prejudice to the provisions of Article 30(5) of the GDPR, the Client must maintain a record of processing activities carried out on behalf of AB and provide a copy thereof upon AB’s express request.

18.3 The Client is strictly prohibited from processing personal data for purposes other than the performance of the Contract. The Client is also strictly prohibited from carrying out, on a large scale—including through the appropriate organization of its employees’ work—downloads, copies, views, and/or screenshots, photos, or videos of personal data, including through the use of “RPA – Robotic Process Automation” (or “bots”), unless necessary for the performance of the Contract or previously authorized by AB. Pursuant to Article 82 of the GDPR, the Client is fully liable for any damage caused by the processing if it has failed to fulfill the obligations of the Contract or has acted in a manner inconsistent with or contrary to AB’s instructions. Pursuant to Article 28(4) of the GDPR, the Client shall be fully liable for any damage caused by the non-performance or improper performance of the obligations set forth in this clause, including on behalf of any Sub-Processors acting on its behalf.

Unless otherwise specified in the Contract, the law applicable to the Contract is Italian law. Any dispute arising regarding the interpretation and performance of the contract between the parties shall be subject exclusively to the jurisdiction of the Court of Milan.