DRAFT – FOR DISCUSSION PURPOSES/DRAFT ITT ONLY 26 FEBRUARY 2014

PROJECT TEAM AGREEMENT

[DATE]

PTCG b.v.

and

Supplier/Service Provider

and

[Civil Works Contractor]

UMCG

and

Proton International

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 TABLE OF CONTENTS

Clause Page

1. Introduction ........................................................................................................................................... 1
2. Project Team.......................................................................................................................................... 2
3. Organisation Project Team .................................................................................................................... 4
4. Various .................................................................................................................................................. 4

Signatories .......................................................................................................................................................... 6

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THE UNDERSIGNED:

(1) PROTON THERAPY CENTER GRONINGEN B.V., having its official seat in Groningen, the
Netherlands, with registered address at Groningen, duly represented by , hereinafter referred to as
PTCG;

and

(2) , having its official seat in , , with registered address at , duly represented by  hereinafter
referred to as Supplier/Service Provider;

(3) , having its official seat in , , with registered address at , duly represented by  hereinafter
referred to as Civil Works Contractor;

(4) PROTON INTERNATIONAL LLC, with registered address at , duly represented by 

hereinafter referred to as Proton International; and

(5) UNIVERSITAIR MEDISCH CENTRUM GRONINGEN, with registered address at Hanzeplein

1, Groningen, duly represented by  hereinafter referred to as UMCG,

Jointly: Project Team and each separate: Party.

TAKING INTO CONSIDERATION

(A) PTCG has entered in a number of bilateral agreements with each of the Parties in connection with
the treatment of patients with cancer tumours in a two room Proton Therapy center, that will be
developed by PTCG and will be located on the campus of UMCG (the Project).

(B) The Project will be developed on behalf of UMCG, the University Medical Center in Groningen.
Proton International, as advisor on proton therapy equipment, will advise PTCG on the development
of the Project.

(C) For the success of the Project it is important that all Parties work together in a collaborative manner
and therefore the Parties have agreed to enter into this Project Team Agreement, so they can
coordinate their activities in the Project Team with each other, according to the Project Principles, so
that the Project will be a success.

(D) The Parties now wish to enter into this Project Team Agreement.

NOW THEREFORE, the Parties agree as follows:

1. INTRODUCTION

1.1 Status of the Project Team Agreement

(a) This Project Team Agreement comes in additional to the individual bilateral Agreements between
PTCG and each of the other Parties. In case of a conflict between this Project Team Agreement and
the individual bilateral Agreements, the latter will prevail.

(b) This Project Team Agreement shall come into place at the moment the bilateral agreements as
referred to under (A) above have been entered into, and will expire once all these agreements, and all

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 additional agreements – if any – that have been entered into by two or more Parties in relation to the
Project, have expired or been terminated.

(c) The Parties shall discuss whether any party that becomes a party to an agreement in relation to the
Project needs to become a Party to this Project Team Agreement and, if so, procure that such party
becomes a Party.

(d) At the moment that a Party is no longer a party to any agreement in relation to the Project, that Party
shall no longer be a party to this Project Team Agreement.

2. PROJECT TEAM

2.1 General

(a) The interest of the Project prevails; the members of the Project Team will work together to jointly
achieve success as described in article 2.2(c)(ii). They will do so with respect for each other’s
interest.

(b) The Parties will adhere to the Project Principles listed in article 2.3(j).

2.2 Tasks of the Project Team

(a) The Project Team’s main task is to perform together those activities which can contribute to Project
success.

(b) The Project Team has an advisory role. The members of the Project Team will comply in principle
with the Project Team’s recommendations.

(c) The tasks of the Project Team include:

(i) managing and monitoring progress of all activities; and

(ii) agreeing on actions required to achieve Project success.

2.3 Project Success – Key Result Areas

The Parties agree that the Project will be a success if outstanding performance has been achieved in
the following Key Result Areas:

(a) Quality and Reliability: The Supplier has provided top quality and reliability with regards to:

(i) the offered proton/imaging equipment package and supporting software control
systems;

(ii) the management approach to delivering an operational system;

(iii) the ability to successfully support a full service contract during operations;

(b) Proven Technology: The Supplier has been able to provide proven technology solutions for
clinical use;

(c) Equipment configuration: The Supplier has been able to provide, at a minimum, the
Functional Requirements;

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 (d) Cost: The Project has been completed at acceptable cost levels, more in particular with
regards to:

(i) the supply of the Equipment;

(ii) annual service costs over a ten year period of time;

(e) Time: The Supplier has completed its supply, installation and testing activities within the
agreed milestones;

(f) Service levels: The Supplier has been able to provide a high level of on-site service in the
following areas:

(i) technically capable and pre-trained on-site service personnel;

(ii) proximity to and timely availability of spare parts;

(iii) depth and quality of service organisation;

(g) Collaboration: The Supplier has been able to work collaboratively in a 'no disputes'
environment with all project team members, with optimal interface management and has
demonstrated to work in partnership with PTCG stakeholders and all related project team
members;

(h) No or minimal hindrance: The Project will be built and operated with minimal or no
hindrance (in the form of lesser accessibility, noise, stench, pollution, dust and vibrations) to
the local environment, businesses and population and without disturbing the primary
processes on the campus of UMCG including the hospital facilities;

(i) Social return: The Supplier has participated in PTCG's effort, to reduce the distance that
unemployed workers have in relation to the "labour market";

(j) Financing: PTCG has been successful in obtaining financing for the Project at acceptable
costs.

2.4 The Project Principles

The culture that the Parties to the Contract and to the Project Team Agreement will endeavour to
create will be one which is based upon the following principles, known as the Project Principles:

(a) Best for Project – All actions and decisions to be taken by the Parties will consider the best
options and opportunities for achieving a successful Project;

(b) Open book – The Parties will be accountable to each other – and in particular when this
involves the finances of the Project – on an "open book" basis, which implies complete
transparency;

(c) No blame – The Parties recognise that execution of the Project involves employment of
human beings and that – although the Parties will undertake to engage personnel only on the
basis of "Best For Project" – mistakes can be made in the execution of the Project. The
Parties therefore have agreed that they will not blame each other for any mistakes made by
their personnel, unless such mistakes qualify as Default, or unless such mistakes involve
non-compliance with conditions of any insurance policy leading to insurers being entitled
not to grant coverage for damages suffered. This principle also implies that Parties do not

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 seek to engage each other in litigation or arbitration unless the Contract specifically permits
them to do so;

(d) Accountability and responsibility – The Parties are accountable for all activities and
actions in which they engage in the course of execution of the Project;

(e) Be positive/have fun – The Parties will use their best endeavours to radiate a positive and
"can do" mentality and to have fun;

(f) Employee satisfaction – The Parties will use their best endeavours to create a working
environment for their employees which will inspire a high level of employee satisfaction;

(g) Trust and Transparency – The Parties will work on the basis of mutual trust and will
demonstrate complete transparency in all their actions;

(h) Expeditiousness – The Parties commit to expediently execute the Project and to
expeditiously resolve any issues which may arise in the course of executing the Contract on
the applicable level as indicated in the Contract;

(i) Fairness – The Parties will act fairly and reasonably;

(j) Fact based decision making and issue resolving – Decisions will be made on the basis of
facts and not on the basis of emotion;

(k) Information sharing – The Parties will inform each other in a timely manner of facts and
circumstances which may have a negative impact on the success of the Project.

2.5 Changes to the Project Team

(a) The Project Team is currently composed of PTCG, the Key Supplier, the Key Contractor and the
Key Advisor to the Project as well as UMCG. It may become necessary to involve, either in
meetings or as a member, other Key participants, such as financiers, key subsuppliers or
subcontractors, stakeholders or other advisors.

(b) Thus, the composition of the Project Team may change during the execution of the Project,
depending on the stage it is at. PTCG may determine, either on the initiative of the other Parties or
not, whether or not third Parties may join the Project Team.

2.6 Exoneration

The Parties to the Project Team cannot be held liable for damages they may suffer as a result of
actions agreed within the Project Team.

3. ORGANISATION PROJECT TEAM

(a) PTCG is chair of the Project Team.

(b) The Project Team is responsible for its own working methods, organogram, reporting and escalation
procedures.

4. VARIOUS

4.1 Governing Law

This Project Team Agreement is governed by Dutch Law.

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4.2 Obligations

This Project Team Agreement does not constitute legal relations between the Parties other than those
which follow on from this Agreement.

4.3 Dispute Management

(a) If a Party finds an issue exists which may give rise to a dispute and which has any connection with
the Project Team it will give notice thereof to the other Party or Parties involved in such issue.

(b) The respective Parties will discuss how to deal with the issue with a view to resolving it as soon as
possible.

(c) The dispute resolution provisions in the bilateral agreements between PTCG and the other Parties
prevail.

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 SIGNATORIES

Thus signed, in ___ fold, in Groningen on ________________ 2014

PTCG UMCG

Supplier Proton International

Civil Works Contractor

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