“Conflict of interest” means a situation where the impartial and objective performance of this APA by the contractor is compromised for reasons involving family, emotional life, political or national affinity, economic interest, any other direct or indirect personal interest, or any other shared interest with the Commission, the participating Member State or any third party related to the subject matter of this APA, it being understood that the conclusion, implementation and performance of further agreements on the provision of the Product shall not constitute a conflict of interest.
“Professional conflicting interest” means a situation in which the contractors previous or ongoing professional activities affect its capacity to implement this APA or to perform a Vaccine Order Form to an appropriate quality standard, it being understood that the conclusion, implementation and performance of further agreements on the provision of the Product shall not constitute a professional conflicting interest.
I.21 Applicable Law and Settlement of Disputes
I.21.1 This APA shall be governed by the laws of Belgium.
I.21.2 Dispute Resolution
(a) In the event of a dispute between the Parties arising under or in connection with this APA or the legal relationships established by this APA, the Parties shall first refer such dispute to informal dispute resolution discussions between their respective representatives. Each of the contractor and the Commission, on behalf of itself or on behalf of the participating Member States (as the case may be), may initiate such informal dispute resolution by sending written notice of the dispute to the contractor or the Commission (as the case may be), and, within twenty (20) calendar days of such notice, the representatives shall meet and attempt to resolve the dispute amicably by good faith negotiations.
(b) If the Parties are not able to settle their dispute in accordance with lit. (a) above, the Commission, the participating Member States and the contractor irrevocably submit to the exclusive jurisdiction of the courts located in Brussels, Belgium to settle any dispute which may arise under or in connection with this APA or the legal relationships established by this APA.
II.5 Conflict of Interest and Professional Conflicting Interests
II.5.1 The contractor must take all the necessary measures to prevent any situation of conflict of interest or professional conflicting interest.
II.5.2 The contractor must notify the Commission in writing as soon as possible of any situation that could constitute a conflict of interest or a professional conflicting interest during the performance of the APA. The contractor must immediately take action to rectify the situation.
The Commission may do any of the following:
(a) verify that the contractor’s action is appropriate;
(b) require the contractor to take further action within a specified deadline;
(c) decide, on behalf of the participating Member States, not to award a Vaccine Order Form to the contractor.
II.5.3 The contractor must pass on all the relevant obligations in writing to:
(a) its personnel;
(b) any natural person with the power to represent it or take decisions on its behalf;
(c) third parties involved in the performance of the APA, including subcontractors.
The contractor must also ensure that the persons referred to above are not placed in a situation which could give rise to conflicts of interest.