Terms of Membership Construction City Cluster

1. About CCC as a business cluster Construction City Cluster - “Cluster” is operated by Construction City Cluster AS - “Company”.

The Cluster’s vision is: “This is the future of construction.” The purpose of the company is to be a driving force for collaboration and new solutions in the building, construction and real estate industry. CCC aims to promote the reputation, competitiveness and sustainability of its members and industry.

The Cluster will, among other things, work to establish meeting places for the members, initiate collaborative projects within the Cluster that contribute to research, innovation, competence and business development. The Cluster will conduct activities that stimulate increased interaction and transfer of experience within the Cluster, contribute to the establishment of the Cluster’s core business and increase the members’ international focus.

The main task of Construction City Cluster AS (CCC) is to develop CCC as a business cluster, as well as contribute to the physical design of Construction City to the extent necessary to achieve the Cluster’s objectives. The main task of Construction City Eiendom AS (CCE) is to develop, program and build a future-oriented business cluster, which meets CCC’s outcome measure. The Cluster will establish physical presence in Construction City at Ulven (hereinafter referred to as the “Property”). Membership is initially reserved for businesses that also aim to establish a physical presence at the Property.

2. Members and membership in the Cluster

a) Membership

Any business established in Norway within the building, construction and real estate industry or supplying products/services to the industry and supporting the objectives of the Cluster may apply for membership. It is the board of the Company that determines the detailed criteria for membership, and the Company freely decides whether a business should be admitted as a member. The Company will also establish models of members’ participation and responsibility in developing the Cluster's professional strategy.

The Cluster has three different categories of membership: Partner, Member or Entrepreneurship. The terms’ description of members or membership applies to all categories. When there is a particular category mentioned, it will be stated explicitly or clearly in the context. The Cluster also aims to enter into formal cooperation with other clusters, networks and the like that will reinforce the Cluster's innovation ecosystem and goal achievement.

- Partner

This is the category of membership for organisations that are considered to be particularly important for the development of the Cluster. Educational institutions and public actors can also be offered partnerships in the Cluster.

- Member

All types of organisations established in Norway that provide products or services in or to the building, construction and real estate industry, or who are planning on this, may participate in the Cluster under the membership category “Member”. The Cluster does not offer personal membership.

- Entrepreneurship

Young startup companies aiming to bring the industry forward, within the Cluster’s strategic areas, can be offered membership in the “Entrepreneurship” category.

b) Member benefits

The member benefits in the overview below are differentiated by category of membership. Based on the wishes and needs of the members, it may be relevant to expand the offer of membership benefits.

Partner

- is entitled to a place in the Cluster’s Professional Board, and consequently the opportunity for representation on the Company’s board of directors

- opportunity to participate in Professional Groups

- participate in the Cluster and to contribute to the development of the Cluster

- conclude an agreement to establish physical presence at the Property

- participate in the work with the Cluster’s presence at the Property

- promoting the company’s name in the Cluster’s information channels and the membership in the Cluster on the member’s own platforms

- attend events organised by the Cluster

- participate in the Cluster’s activities physically and digitally

- opportunity to utilise CoLab as a workplace and test site, as well as have access to information generated in the premises as IoT-data, etc.

Member

- opportunity for representation on the Professional Board on behalf of the members. The Professional Board will have two representatives from the category Member.

- opportunity to participate in Professional Groups

- participate in the Cluster and to contribute to the development of the Cluster

- conclude an agreement to establish physical presence at the Property

- participate in the work with the Cluster’s presence at the Property

- promoting the company’s name in the Cluster’s information channels and the membership in the Cluster on the member’s own platforms

- attend events organised by the Cluster

- participate in the Cluster’s activities physically and digitally

- opportunity to utilise CoLab as a workplace and test site, as well as have access to information generated in the premises as IoT-data, etc.

Entrepreneurship

- opportunity to participate in Professional Groups

- participate in the Cluster and to contribute to the development of the Cluster

- conclude an agreement to establish physical presence at the Property

- participate in the work with the Cluster’s presence at the Property

- promoting the company’s name in the Cluster’s information channels and the membership in the Cluster on the member’s own platforms

- attend events organised by the Cluster

- participate in the Cluster’s activities physically and digitally

- opportunity to utilise CoLab as a workplace and test site, as well as have access to information generated in the premises as IoT-data, etc.

c) Members’ obligations

The Cluster’s activities are based on the members contributing to the Cluster’s realisation of strategy and goals by actively participating to promote the Cluster’s objectives, including for sharing knowledge and experience and strengthening the recognition of the Cluster. The cluster members’ participation in collaborative projects with other cluster members is crucial to achieving the goal.

It is a prerequisite for membership in the Cluster that the members in their work in the Cluster, and in their own businesses, undertake to act in accordance with laws and other public rules for the industry as well as good industry practice regarding corporate social responsibility related to, among other things, seriousness, safety, environment and sustainability, as well as the framework for competition law.

Furthermore, all cluster members must invite other members to at least one cluster event per calendar year.

d) Membership fees

Membership in the Cluster entails a duty to pay membership fees, which are determined annually by the Company. Membership fees are differentiated between the different categories of membership and are determined annually by the Company.

The current membership fees for each of the categories of membership are as follows:

- Partner: NOK 250,000 excl. VAT.

- Member: NOK 20,000 excl. VAT.

- Entrepreneurship: NOK 5,000 excl. VAT.

Membership fees are billed in advance once a year. Membership fees are due for payment 14 days after receipt of the invoice.

For members who join during the year, the membership fees for the enrolment year is determined and invoiced separately.

e) Duration of the membership agreement

Membership is valid for one calendar year at a time, but is automatically renewed every year until terminated. Both the Company and the member may terminate the membership agreement in writing by 31. October with effect for the following calendar year.

f) Breach of the membership agreement

The Company's board of directors may decide that a member should be excluded from the Cluster if the member acts in breach of the membership agreement. The decision on exclusion must be notified in writing from the Company and will take effect immediately. In the case of an exclusion, the member will receive a proportionate refund of membership fees for the remaining part of the year of membership in question.

3. The Cluster’s organisation

The Cluster's executive professional body is the “Professional Board”. The Professional Board consists of representatives from the membership category “Partner” and two representatives from the membership category “Member”. The Professional Board is responsible for the Cluster’s strategy work and prioritise the Cluster’s professional efforts. The Professional Board nominates to the board of directors of the Company at the annual budget priorities. The Professional Board will have two representatives in the Company’s board of directors. The Professional Board has overall responsibility for division into member groups based on professional areas; “Professional Groups”. In their work, the professional groups report to the Professional Board. The administration of the Company assists the Professional Board with secretarial functions

The Professional Board and the Company must jointly ensure that an annual meeting is held for all members of the Cluster by the end of June for the orientation and discussion on the work of the Cluster. All members should be notified of the time and place of the meeting at least one month in advance.

The purpose of the meeting is to provide information on the work by the Professional Board and the Company for the Cluster, as well as present the accounts and budget for the Company.

4. Developing the Cluster and changing the terms of membership

Member benefits and the content of the members’ obligations will be developed and may be subject to change as the Company deems appropriate at any given time. The Cluster will work to realise the Cluster’s strategy and goals through the development of an innovation system, defined main activities and common meeting places for the members of the Cluster.

The individual membership agreement, together with the terms of membership applicable at any given time, provides a collective expression of the rights and duties of the parties.

Changes to the terms of membership will be notified no later than 30 days before the notice period under Section 2 e) and will first take effect from subsequent calendar years.