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I./:.\ (IBIO Ipreparatory commission for the~ conipreherisive nuclear-test-ban

PREPARATORY COMMISSION treaty organization

REQUEST FOR PROPOSAL

To: ALL BIDDERS eTSTO Ref. No.: 2019-0175ITHORVALDSDOTTIR'?t(PLEASE QUOTE ON ALL COMMUNICATIONS) ~

Tel. No.: +43 (1) 26030-6350Fax No.: +43 (1) 26030 5948

Attn: E-mail: [email protected]:Fax:Email:

Date: 08 Oct 19

Subject: Provision of Translation and Localization of E-Learning Content into AllOfficial UN Languages

Deadline for Submission: 01Nov 19 Vienna Local Time: 17:00

The Preparatory Commission for the Comprehensive Nuclear-Test-Ban Treaty Organization(hereinafter referred to as the 'Commission') hereby invites you to submit a proposal that meetsthe requirements of the attached documents.

You are kindly requested to complete and return the acknowledgement form by fax or email assoon as possible.

If you have any questions you should contact the email address indicated above.

Yours Sincerely,

~ey~Chief, Procurement Section

ACKNOWLEDGEMENT FORM

Closing Date: 01 Nov 19Solicitation No: 2019-0175Title: Provision of Translation and Localization of E-Learning Content into

All Official UN Languages Vienna Local Time: 17:00

Procurement Staff: Thorvaldsdottir CTBTO Req. No.: 0010014608

Please complete 'A' or 'B' or 'C'and Return

WITHIN FIVE (5) DAYS THE PREPARATORY COMMISSION FOR THE

COMPREHENSIVE NUCLEAR-TEST-BAN TREATY ORGANIZATION (CTBTO)

by email [email protected]

________________________________

_____________________________________________________

_____________________________________Email/Tel: (date)

By: Contact Name:

Company Name: A: We shall submit our proposal

____________________

________________________________

_____________________________________

_________________________________

Email/Tel: (date)

By: Contact Name:

Company Name: B: We may submit and will advise

___

insufficient time to prepare a proper submission; ___ we do not have the required expertise for this specific project; ___

our current workload does not permit us to take on additional work at this time;

___ ___________________________________other (please specify)

_________________________________

_____________________________________

________________________________

Email/Tel:

Contact Name:

Company Name:

C: We will not submit a proposal for the following reason(s)

Translation and Localization of E-Learning Content in All Official UN Languages - October 2019 Page 1 of 9

INSTRUCTIONS FOR PREPARATION AND SUBMISSION OF PROPOSALS 1. General

The Preparatory Commission for the Comprehensive Nuclear-Test-Ban Treaty Organization (the Commission) with its headquarters in Vienna is the International Organization mandated to establish the global verification system foreseen under the Comprehensive Nuclear-Test-Ban Treaty (CTBT), which is the Treaty banning any nuclear weapon test explosion or any other nuclear explosions. The Treaty provides for a global verification regime, including a network of 321 stations worldwide, a communication system, an International Data Centre and on-site inspections to monitor compliance with the Treaty. This Request for Proposal (RFP) is for the Provision of Translation and Localization of E-Learning Content into All UN Official Languages (hereinafter referred to as the “Services”) as described in the Terms of Reference. The Commission intends to conclude a Contract for the provision of the Services as mentioned above. The award for the Services may be split, if so deemed desirable by the Commission. Bidders may submit a proposal for provision of the Services in all five official UN languages or for fewer. The Proposal shall meet all requirements stated in the Terms of Reference. For this project, the Commission is seeking capabilities, which will ensure that the Services are delivered and the tasks are accomplished expeditiously and at a reasonable cost.

2. Documents included in this RFP

This RFP consists of the following documents: (a) Letter of Invitation; (b) These Instructions for Preparation and Submission of Proposals, including:

Attachment No. 1 (Technical Evaluation Criteria); and Attachment 2 (Sample Document – mandatory for submission of Proposal);

(c) List of CTBTO Member States; (d) Statement of Confirmation; (e) Vendor Profile Form; (a) The Commission’s Model Contract and its Annexes A – B;

o The Commission’s General Conditions of Contract (Annex A) o Terms of Reference (Annex B)

Note: In the event of award, the Proposal will be incorporated as Annex C to the Contract.

3. Amendment of RFP Documents

At any time prior to the closing date for submission of Proposal, the Commission may, for any reason, modify the RFP documents by amendment. The Commission may consider extending the deadline in order to allow adequate time for considering the modifications in the preparation of the Proposal.

4. Language of the Proposal

The Proposal and all correspondence and documents relating to it shall be in English.

Translation and Localization of E-Learning Content in All Official UN Languages - October 2019 Page 2

5. Format and Submission of the Proposal

The Bid shall be typed, dated and signed by an official legally authorized to enter into contracts on behalf of your organization. The Bid shall not contain any interlineation, erasures or overwriting except as necessary to correct errors, in which case such corrections shall be initialled by the authorized person(s) signing the Bid.

(a) The Bid shall be submitted electronically in three separate pdf files, one containing a

Financial Bid with prices, one containing a Financial Bid without prices, and one

containing a Technical Bid, to [email protected].

The subject of the email shall contain the following: NAME OF THE PROJECT: Provision of Translation and Localization of E-Learning Content into All Official UN Languages CTBTO REFERENCE No.: 2019-0175/THORVALDSDOTTIR

No pricing/financial information shall be included in the Technical Section of the Bid. Note however that a complete list of the items being offered (without the prices) shall be included in the Technical Section of the Bid. Submission in hardcopy to the below mailing address, is also acceptable.

A memory stick containing the proposal including the Sample Document (Attachment 2

to these Instructions), as described above, shall also be included.

6. Mailing Address and Closing Date

(a) The Bid shall be sent to the following addressee:

Chief, Procurement Section Office E0918 CTBTO, Vienna International Centre Wagramer Strasse 5 A-1400 Vienna AUSTRIA

(b) The Bid shall be received by the above-mentioned addressee not later than the closing

date indicated in the Letter of Invitation.

7. Request for Clarifications and Contacting the Commission

The Commission will issue clarifications, if required. Bidders are requested to e-mail any questions pertaining to this RFP as soon as possible after receipt of the solicitation documents, but in any case no later than 7 business days prior to the Closing Date. No requests for clarifications will be entertained after this time. Questions will only be accepted via e-mail and should be sent to:

E-mail: [email protected] Subject: Request for Clarifications re RFP No. 2019-0175/THORVALDSDOTTIR

The Commission will make all reasonable efforts to issue the clarifications not later than 5 business days prior to the Closing Date.


Except in case of responding to a RFP clarification, no bidder shall contact the Commission on any matter relating to the Proposal after its submission and until the award of the Contract. Any attempt to influence the Commission in its evaluation of the Proposal or the contract award decision may result in the rejection of the Proposal.

8. Eligible Goods and Services

The services and goods (if any) to be rendered under the Contract shall have their origin in the States Signatories of the Comprehensive Nuclear-Test-Ban Treaty (CTBT), the list of which is attached to this RFP. For purposes of this paragraph, "the origin" means the place from where the materials, goods and/or from which the services are supplied.

9. Type of Contract and Payment

The Commission intends to conclude a firm fixed price based on the attached Model Contract. The terms and conditions of payment for services are described in Clause 11 of the attached Model Contract. For equipment, the terms and conditions of the payment are as follow: Within 30 days of receipt and acceptance of the respective Services under each Work Order, as invoiced, and of the following documents: (1) Invoice(s) showing price of respective Services provided under the relevant Work Order.

The Contractor shall submit an invoice in 1 (one) original and 2 (two) copies or electronically, from the Contractor’s official e-mail address in PDF format, duly signed and stamped by the Contractor and submitted to the Commission’s email addressed specified in the Contract. Each invoice shall contain the Contract number (CTBTO and SAP numbers), detailed banking instructions, including the name and address of the Contractor’s bank, account number, account holder’s name and SWIFT, IBAN and/or ABA codes for payment by electronic transfer and actual pre-paid transportation & insurance cost (if applicable);

(2) Certificate of Origin (original) or equivalent; (3) Acknowledgement Copy of the relevant Work Order with the Contractor’s signature; (4) The Contractor’s certificate, counter-signed by the Consignee/end-user, confirming the

successful completion of the respective Services; and (5) Any other relevant documents.

Applicable Taxes payable by the Contractor and/or its subcontractor(s) shall be invoiced separately or be separately identified on the invoice. Actual payment of the Taxes must primarily be supported by original documentation such as bank account statements, transfer orders, or receipts issued by the local tax or customs authorities. If submission of such original documentation is not possible for justifiable reasons, their copies could be accepted by the Commission provided that they are duly signed and certified by local tax or customs authorities. In case the currency in which the taxes are levied is not the currency of the Contract, bank statements (or equivalent) showing the exchange rate used for the conversion shall be submitted to the Commission, in addition to any other supporting documentation.

“Taxes” means all direct and indirect taxes (including value added tax, general sales tax or goods and services tax), assessments, fees, customs duties, liens and charges in as much as they are levied in conclusion or implementation of the Contract, including customs restrictions and charges of similar nature in respect of articles imported or exported for the Commission’s official use.


10. Preparation of the Proposal The Proposal shall contain, but not necessarily be limited to, the information described below.

The Proposal shall be composed of the following separate parts: I. Technical Proposal; and II. Financial Proposal;

providing, but not limited to, the following information: PART I: TECHNICAL PROPOSAL

Please state the reference number and the date of this RFP in the Proposal and any correspondence relating to it.

Personnel The Proposal shall state the contact details and address (name, telephone and fax numbers, and e-mail address) of the person/point of contact in your company dealing with this RFP.

Statement of Confirmation The attached Statement of Confirmation shall be duly signed and submitted together with the Proposal. Description of Services An explanation of the bidder’s understanding of the Services to be provided and an overall preliminary operational plan for the execution of the Services. The total amount of man-days/work-hours proposed for the project as part of the “turn-key solution” (on-site as well as off-site) and their respective estimated allocation to different work-phases shall be specified clearly in the proposal. In any case it shall be sole responsibility of the Contractor to fulfil and complete the scope of work as specified in these Terms of Reference regardless of the actual number of man-days dedicated to a specific task. Specifications The Proposal shall include a detailed description of the items proposed and include relevant technical literature. The Proposal shall include an example of the bidder’s prior comparable Services to demonstrate the bidder’s relevant expertise. This example can be provided by a USB, DVD, web-link or equivalent. The Proposal shall include the Sample Document (Attachment No. 2) to demonstrate the quality of the translation and the quality of voice over of the Sample Document. The Proposal shall also provide any other relevant issue which the bidder would like to bring to the attention of the Commission whether or not having cost implications.

Commission’s Inputs A description of the expected inputs/resources to be made available by the Commission and at what stage of the Services.


Time Schedule A bar chart indicating the estimation of the duration of the Services, including the duration of each task required by the Terms of Reference and key staff to be involved in each task. Qualifications Documentary evidence of your qualifications to provide the Services, which shall establish to the Commission's satisfaction that the bidder has technical capability necessary to perform the Contract and other necessary ongoing services as required. Personnel Curriculum vitae of key staff proposed for this contract, including technical experience to perform the Work. Sub-Contractors Names, legal status, address and qualifications of subcontractor(s), if any, and the scope of the subcontracted services. The Proposal shall provide a statement that your organization shall be fully responsible for the performance of sub-contractors. All sub-contractors shall be legally established in one of the CTBTO Member States. References

Potential bidders shall include a minimum of 3 client references with their offer. If after reasonable efforts, the Commission is unable to contact the client references provided

by the bidder, the Commission may take the decision not to further consider the offer provided by the bidder. Model Contract A statement that the bidder has carefully reviewed the Model Contract and its Annexes and is in agreement with all its terms and conditions. Delivery Schedule

Delivery time shall be indicated in weeks after receipt of an order/Work Order and shall be firm during the validity of the Proposal.

PART II: FINANCIAL PROPOSAL

In the financial Proposal, you are required to define the following:

(i) The Total Contract Price in EURO (for EU Companies) or US Dollars, exclusive of taxes.

(ii) A breakdown of the Contract Price, indicating the price for the following items:

(1) The sub-total cost of each category mentioned in the Terms of Reference (TOR). (2) Costs agreed with sub-contractors (if any). (3) Overheads (if any). (4) Any other direct costs (insurance, communications, licenses etc. if not already included

elsewhere).

(iii) In presenting the cost for each item, adequate justification and calculation must be included in the cost Proposal. All individual costs shall be stated in EURO or US Dollars and be computed to constitute the total Contract Price.

(iv) In principle the Commission is exempt from taxes. Since the arrangement under which such exemption is respected varies from country-to-country, the selected bidder will be informed by the Commission whether tax exemption will occur at source or whether taxes paid by the


selected bidder will be reimbursed by the Commission upon submission of the original supporting documentation.

(1) For Austrian companies

The price quoted shall be net of Taxes. All applicable Taxes payable by the selected bidder at the conclusion or implementation of the Contract in respect of the goods/services shall be quoted separately or be separately identified on the Proposal together with information on the nature of the tax and its method of calculation.

(2) For European Union (EU) Companies

The price quoted shall be net of Taxes. All applicable Taxes payable by the selected bidder at the conclusion or implementation of the Contract in respect of the goods/services shall be quoted separately or separately identified on the Proposal together with information on the nature of the Tax and its method of calculation. Due to the VAT exemption applicable to the Commission, no VAT will be charged to the Commission by the EEC Suppliers under the Contract (Ref. EU VAT Council Directive 2006/112/EC, Article 151).

(3) For Non-EU Companies The price quoted shall be net of Taxes. All applicable Taxes payable by the selected bidder at the conclusion or implementation of the Contract in respect of the goods/services shall be quoted separately or be separately identified on the Proposal together with information on the nature of the tax and its method of calculation. For deliveries to Vienna, Austria, and due to the tax exemption at source applicable to the Commission, no Taxes shall be charged to the Commission under the Contract.

(v) Note that clear and detailed explanations would enable us to evaluate the Proposal promptly and proceed with fewer requests for clarifications/justifications in a later stage. This is also a factor influencing the decision for Contract award.

11. Completeness and Correctness of the Proposal

The Commission reserves the right to verify all information furnished by you in the Proposal through a source of its choice. Any inaccurate information so given may lead to the rejection of the Proposal.

12. Validity of Proposal

The Proposal shall be valid for 90 (ninety) days after the deadline for its submission to the Commission, unless an extension of validity has been requested by the Commission.

13. Correction of Errors

The Commission will check the Proposal for any arithmetic errors. If there is a discrepancy between the unit price and the total price that is obtained by multiplying the unit price and quantity, the unit price shall prevail and the total price shall be corrected.

14. Evaluation of Proposal

(a) The Commission will perform a detailed technical evaluation of the Technical Proposal previously determined as substantially responsive in order to determine if it fully satisfies the technical requirements of the Terms of Reference.


(b) The technical evaluation shall include the following evaluation criteria:

(i) Compliance of the Proposal with the Terms of Reference; (ii) Experience and Resources of the Contractor; (iii) Skills and Experience of the proposed key staff.

The detailed list of the evaluation criteria against which the Bidder’s Proposal will be evaluated is enclosed herewith as Attachment No. 1 to these Instructions. The quality of the translation and quality of voice over criteria will be scored based on the translation of into the 5 UN languages and voice over of the Sample Document (Attachment No. 2).

(c) Subject to the conformance of the Technical Proposal to the technical requirements of the

Terms of Reference, as referred to above, the Financial Proposal shall be examined for its commercial acceptability. The Commission will evaluate the following:

(i) contractual compliance; (ii) commercial acceptability.

(d) The Commission will award the Contract to the bidder that receives the highest combined score in the technical and financial evaluation, in line with the Best Value for Money-principle. The weight of the technical and financial score is 70% / 30% respectively.

15. Negotiations of the Proposal

The Commission reserves the right to request clarifications on the Proposal and to enter into negotiations regarding technical or commercial aspects of the Proposal before awarding the contract under this RFP.

16. Modification and Withdrawal of Proposal

Bidders may modify or withdraw their Proposals after their submission, provided that written notice of the modification or withdrawal is received by the Commission by the closing date for the submission of the Proposal. The Proposal may not be modified subsequent to the closing date.

17. The Commission’s Right to Reject the Proposal

The Commission reserves the right to accept or reject the Proposal or to annul this procurement process at any time prior to the award of contract without having to inform the bidders of the grounds therefore, without thereby incurring any liability to the bidders.

18. Costs of preparation and submission of the Proposal

Bidders shall bear all the costs associated with the preparation and submission of their Proposal and the Commission will not be responsible or liable for those costs, regardless of the outcome of this RFP.


19. Proprietary Information

All documentation and information contained in this RFP are proprietary to the Commission and shall not be duplicated, used or disclosed -in whole or in part- for any purpose other than to evaluate them and respond to the Commission's request for Proposal or otherwise without prior written agreement of the Commission.

Use of former Preparatory Commission for the CTBTO (“Commission”) employees in the preparation of Proposals:

A Bidder must not, in the absence of prior written approval from the Commission, permit a person to contribute to, or participate in, any process relating to the preparation of a Proposal or the procurement process if the person:

a. At any time during the 12 months immediately preceding the date of issue of the Solicitation was an official, agent, servant or employee of, or otherwise engaged by the Commission;

b. At any time during the 24 months immediately preceding the date of issue of the Solicitation was an employee of the Commission personally engaged, directly or indirectly, in the definition of the requirements, project or activity to which the Solicitation relates.


BIDDER’S STATEMENT PLEASE STATE BELOW & SUBMIT WITH PROPOSAL

Delivery Time: Shipping weight (kg) and Volume (m3) – if applicable: List of recommended consumables and spares including prices and details on local availability, if applicable (please tick): For one year period For a period of …………………………. Warranty period applicable (it shall be for a minimum of 24 months, starting from the acceptance of the goods/services by the Commission) – please tick below: For a two year period For a period of …………………………. Note: The provisions of article 28 of the Commission’s General Conditions of Contract apply to the services to be provided under the Purchase Order and /or Contract, wherever it is referred to “Goods” it shall read “Services”. Availability of local service in Vienna, Austria (if any): State country of origin or assembly of all items quoted: Quantity discount and early payment discount (if any): Include documentary evidence of qualifications to perform the order, which shall establish to the Commission’s satisfaction that the bidder has the financial, technical and production capability necessary to perform the order in its entirety and to provide spare parts and other necessary on-going services as required. Included in this quotation : Yes No Confirmation that the bidder has reviewed the Commission’s General Conditions of Contract, Draft Model Contract and agreed to all terms and conditions.

Yes No Remarks: With regards to the software provided with the equipment, state and confirm whether the software licenses are transferable to third parties, i.e. the Commission or the Commission’s State Signatories (Member States).

Yes No Not applicable Remarks: Name: Name & Title of Contact Person: Signature & date:

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Attachment 1

Evaluation Methodology and Evaluation Criteria

“Provision of Translation and Localization of

E-learning Content into all Official UN languages”

1. Overview

2. This document describes the evaluation criteria of the Bidder’s technical proposal. The technical evaluation of the Bidder’s technical proposals is based on an assessment of compliance with all requirements indicated in the Terms of Reference by evaluating the technical proposal against the technical evaluation criterion and the scoring sheet.

3. Score

The maximum score for the technical part of the proposal is 150 points (215 maximum weighted score). The Technical Evaluation Team shall conduct the technical evaluation and prepare a written report thereof, describing the relative weight of the Bidder’s Technical proposals and ranking the Bidders Technical proposals from most suitable to least suitable in order to establish a competitive range of most responsive Bids.

4. Evaluation of Compliance with the requirements

Bidders shall comply with all requirements of the ToR and with the technical evaluation criteria under

Section 4.

Non-compliance with all mandatory criteria and at least one (1) of the desirable criteria shall disqualify

the proposal.

Each desirable evaluation criterion will be scored on a scale from 0 – 10 as follows:

Points Rating

0-3 Non-Compliant – Major Deficiencies. The pproposal is incomplete, inadequate and/or

non-responsive to the minimum requirements.

4-5 Partially Compliant –The proposal meets the minimum requirements in most areas with

minor deficiencies.

6-8 Fully Compliant –The proposal meets the minimum requirements in all areas.

9-10 Fully Compliant, exceeding requirements- The proposal exceeds the minimum

requirements in some or all areas, including additional technical, functional and

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In order to pass the technical evaluation, Bidder shall pass all mandatory criteria and score more than 3

points in each desirable evaluation criterion.

The quality of the translation and quality of voice over criteria will be scored based on the translation

of into the 5 UN languages and voice over of the Sample Document (Attachment 2 to Instructions to

Bidders).

A proposal without the translation and voice over into the 5 UN languages will be automatically

disqualified.

Once the technical evaluation is finalized, the Technical Evaluation Panel and the Procurement Section

will evaluate the financial offers of the technically compliant bidders. The financial offers will be

evaluated in accordance with the formula given below:

X= Max Available Points * Y/Z

Legenda

X= points to be assigned to the offer being evaluated

Y= price of the lowest priced, technically compliant offer

Z= price of the offer being evaluated

The Contract will be awarded to the bidder who receives the highest combined score resulting from the

technical and financial evaluation. The weight of the technical and commercial evaluation components

is 70% and 30% respectively.

performance related value to the proposed services.

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5. Evaluation Criteria

5.1. Mandatory Requirements (PASS/FAIL)

5.1.1. Bidders provided the translated text and voiceover in the 5 UN languages.

5.1.2. Bidders meet deadline requirements for the implementation of the project (up to 6 months from

the Contract effective date).

5.1.3. Bidders propose back-up personnel for translation services.

4.2. Desirable Criteria

Item Description Allocated Points, Weight &

Score

1 Quality of the Translation Points Weight Weighted

Score

1.1. Accuracy: Consistently and accurately conveys the

meaning of the original text;

10 1.5 15

1.2. Style: The translation into (Arabic/Chinese/English/

French/Russian/Spanish) reflects the style of the original

and the intended readership of the document and renders

faithfully all nuances of the original text and/or content

10 1.5 15

1.3. Terminology: Use of correct terminology and appropriate

references as stipulated in the International Data Center

user guide and Treaty Book

10 1.5 15

1.4. Editorial: The translated documents and materials are free

from spelling mistakes, grammatical and other editorial

errors

10 1.5 15

2 Quality of Voiceover

2.1. Human voiceover with native speaker with no accent 10 1.5 15

3 Requirements of Contractor's Key Personnel

3.1. Translators:

3.1.1. University degree 10 1.5 15

3.1.2. Work Experience 10 1.5 15

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3.2 Computer Science Engineer

3.2.1 Computer Science Engineer 10 1 10

3.2.2. University degree 10 1.5 15

3.2.3. Work Experience: At least 3 years of recent experience in

use of HTML and CSS in support of e-learning

development

10 1.5 15

3.2.4. Demonstrated experience in developing SCORM

packages, working with TinCan/xAPI and working with

common e-learning management systems such as Moodle

10 1.5 15

3.2.5. Demonstrated experience with Articulate

Storyline/Authoring Tool

10 1.5 15

3.3. Instructor Designer 0

3.3.1 University degree 10 1 10

3.3.2. Relevant Certificate 10 1.5 15

4 Quality assurance control 10 1.5 15

Total 150 215

CONTRACT No. 2019-xxx

between

THE PREPARATORY COMMISSION

FOR THE COMPREHENSIVE NUCLEAR-TEST-BAN TREATY

ORGANIZATION

(THE COMMISSION)

and

THE NAME OF THE CONTRACTOR

(THE CONTRACTOR)

for

TRANSLATION AND LOCALIZATION OF E-LEARNING CONTENT INTO

ALL UNITED NATIONS OFFICIAL LANGUAGES

OCTOBER 2019

This Model Contract comprises this cover page, 12(twelve) pages of text (including a table of contents and a signatories page), and 3 (three) Annexes (A to C)

Contract No. 2019-XXXX 1 XXXX 2019

TABLE OF CONTENTS

1 DEFINITIONS .................................................................................................................................................. 3

2 AIM OF THE CONTRACT ............................................................................................................................. 4

3 ENTRY INTO FORCE AND DURATION OF THE CONTRACT ............................................................. 4

4 STANDARD OF WORK .................................................................................................................................. 4

5 RESPONSIBILITIES OF THE CONTRACTOR .......................................................................................... 5

6 ORGANISATION OF CONTRACT IMPLEMENTATION ........................................................................ 5

7 WARRANTY ..................................................................................................................................................... 6

8 PERMITS, NOTICES, LAWS AND ORDINANCES.................................................................................... 6

9 PROTECTION OF PERSONS AND PROPERTY ....................................................................................... 6

10 RESPONSIBILITIES OF THE COMMISSION ....................................................................................... 7

11 CONTRACT PRICE .................................................................................................................................... 8

12 PAYMENT .................................................................................................................................................... 9

13 TEMPORARY SUSPENSION OF WORK .............................................................................................. 10

14 DELAYS AND EXTENSION OF TIME .................................................................................................. 10

15 CONTRACTOR’S CLAIMS AND REMEDIES ...................................................................................... 10

16 ENTIRE AGREEMENT ............................................................................................................................ 11

17 DISCREPANCIES ...................................................................................................................................... 11

18 SEVERABILITY ........................................................................................................................................ 11

19 NO WAIVER ............................................................................................................................................... 11

20 CONTRACT AMENDMENT .................................................................................................................... 11

21 TRANSMISSION OF NOTICES AND OTHER DOCUMENTS ........................................................... 12

22 EFFECTIVENESS ...................................................................................................................................... 12

Annex A: The Commission’s General Conditions of Contract Annex B: The Terms of Reference Annex C: The Contractor’s Proposal


CONTRACT No. 2019-XXXX

This CONTRACT is entered into between THE PREPARATORY COMMISSION FOR THE

COMPREHENSIVE NUCLEAR-TEST-BAN TREATY ORGANIZATION (hereinafter referred to as

“the Commission”), having its headquarters located at Wagramerstrasse 5, 1400 Vienna, Austria, and

………. (hereinafter referred to as “the Contractor”), having its principal office located at …………

The Parties hereto mutually agree as follows:

1 DEFINITIONS

In this Contract, words and expressions shall have the same meanings as respectively assigned to

them in the General Conditions of Contract and the Terms of Reference. In addition, the following

words and expressions shall have the meanings hereby assigned to them:

“Annex A” means the Commission’s General Conditions of Contract.

“Annex B” means the Commission’s Terms of Reference.

“Annex C” means the Contractor’s Proposal dated …...

“Contract” means this document, its Annexes and any further modifications or such further

documents as may be expressly incorporated in this Contract by the Parties in accordance with

Clause 20 below.

“Contractor” means the legal entity named in the preamble of this Contract or its successors. The

Contractor shall be the only interface for all matters pertaining to execution of the Work under this

Contract.

“Goods” means the equipment to be supplied and delivered by the Contractor under the Contract

as requested by the Commission under the WO.

“Services” means the activities or tasks to be performed by the Contractor under the Contract as

requested by the Commission under the WO.

“Party(ies)” means the Commission and/or the Contractor, as the context requires.

“Rule(s)” means any regulation(s), official directive(s), ordinance(s), guideline(s), customs and

practices.


“Work” means all the Goods and services to be provided by the Contractor, including its

affiliates and/or subcontractors, in order to fulfil all its obligations under the Contract, and the

remedying of any defects therein.

Work Orders (‘WO’) mean orders issued by the Commission which specify the (parts or

portions of) Work to be performed by the Contractor upon request by the Commission in

accordance with Annexes B and C.

2 AIM OF THE CONTRACT

The aim of this Contract is to provide Services (hereinafter referred to as “Work”) pertaining to

“Translation and Localization of E-Learning Content into All Official UN Languages” on a

call-off basis to the Commission, as and when required by the Commission.

3 ENTRY INTO FORCE, DURATION OF THE CONTRACT AND COMMENCEMENT AND COMPLETION OF THE WORK

(a) The Contract shall enter into force upon the date of the last signature by the authorized

Representatives of the Parties (hereinafter referred to as the “Effective Date”) and shall be

valid until the Parties fulfill all their obligations hereunder.

(b) The Commission shall have the right to call-off the Works in the form of WO within a

period of six (6) months from the Effective Date (hereinafter referred to as the “Call-off

Period”). The commencement and completion date for the performance of the Works

(hereinafter referred to as “Commencement Date” and “Completion Date”, respectively)

will be set out in the respective WO. This sub-clause (b) shall also apply to any extension

exercised under sub-clause (c) below.

(c) The Commission shall have the option to extend the Call-off Period twice (2), subject to the

availability of funds, under the same terms and conditions as those of this Contract. The

Commission will inform the Contractor about its intention to extend the Work at least one

(1) month prior to the expiry of the Contract. The optional extensions will be implemented

through a written notification to the Contractor by the Commission.

4 STANDARD OF WORK

The Contractor shall perform the Work in a workmanlike manner in conformity with standard

professional practices, using qualified personnel and in strict accordance with the Contract. The


Contractor shall furnish the highest skill and judgement and cooperate with the Commission,

including all the Commission's consultants and agents, in best furthering the interests of the

Commission and the aim of this Contract. The Contractor shall provide efficient business

administration and supervision, and it shall perform the Work in the best way and in the most

expeditious and economical manner consistent with the requirements of the Contract.

5 RESPONSIBILITIES OF THE CONTRACTOR

(a) The Contractor shall provide the Work described in Annex B.

(b) The Contractor shall provide qualified English-speaking personnel as necessary to perform

the Work under this Contract. The key persons shall be available for possible tasks related

to the Work throughout the duration of the Contract period. Any replacement of the key

personnel shall be made in accordance with Clause 7 of Annex A.

(c) The Contractor acknowledges that after the completion of the Work under this Contract, the

Commission shall own the Software and source code described in Annex B and the

Contractor shall have no rights in that Software or source code unless granted by the

Commission under Clause 23 of this Contract.

6 ORGANISATION OF CONTRACT IMPLEMENTATION

(a) During the term of the Contract, the Commission has the right, but not the obligation, to

initiate performance of Services through the issuance of individual WO in accordance with

Annex B based on the firm fixed unit prices set out in Annex C. The Contractor shall not

perform any Work if not requested by the Commission through a WO. However, the

Contractor may propose WO for Commission’s evaluation.

(b) The WO issued by the Commission shall be the basis for acceptance, invoicing and

payment of any Services performed by the Contractor.

(c) The performance of Services shall be made in full in accordance with the respective WO.

Partial service performance of a WO will not be accepted and reimbursed without prior

written agreement by the Commission.

(d) The Services shall be performed at the place and within the approved Work Plan specified

in the relevant WO.

(e) The Commission may revise a WO as and when it may deem necessary.


7 WARRANTY

(a) The provisions of Clause 28 of Annex A shall apply to the Works performed by the

Contractor.

(b) The Contractor shall ensure that the Commission shall experience no loss of service or

support level by sub-contractors or repair agents acting on behalf of the Contractor.

8 PERMITS, NOTICES, LAWS AND ORDINANCES

(a) The Contractor shall obtain and pay for all permits and inspections necessary for the

proper execution and completion of the Work that are customarily obtained upon

execution of this Contract and that are legally required at the time the Proposal is received

by the Commission.

(b) The Contractor shall give all notices required by the nature of the Work.

(c) If the Contractor notices that the Work or any part thereof required under this Contract is

not in accordance with applicable laws and Rules, or with technical or safety standards, it

shall promptly notify the Commission thereof in writing.

9 PROTECTION OF PERSONS AND PROPERTY

(a) The Contractor shall be responsible for initiating, maintaining and supervising all safety

precautions and programmes in connection with the Work.

(b) The Contractor shall take all reasonable precautions for the safety of, and shall provide all

reasonable protection to prevent damage, injury and loss to:

(i) all employees on the Commission’s premises and all other persons who may be

affected thereby;

(ii) all the Work, Equipment, its spare parts, materials and supplies to be incorporated

therein, whether in storage on or off the Commission’s premises, which are under

the care, custody or control of the Contractor or any of its subcontractors; and

(iii) other property on the Commission’s premises or adjacent thereto.


(c) The Contractor shall give all notices and comply with all applicable laws and Rules

bearing on the safety of persons and property and/or their protection from damage, injury

and loss.

(d) The Contractor shall erect and maintain, as required by existing conditions and progress of

the Work, all reasonable safeguards for the safety and protection of persons and property,

including posting danger signs and other warnings against hazards and promulgating

safety regulations.

(e) When the use or storage of combustible, explosive or other hazardous materials is

necessary for the execution of the Work, the Contractor shall exercise the utmost care and

shall carry on such activities under the supervision of properly qualified personnel.

(f) The Contractor shall be responsible for the prevention of accidents on the Commission’s

premises during the execution of the Work.

(g) In any emergency affecting the safety of persons or property, the Contractor shall

promptly act to prevent threatened damage, injury and loss.

(h) The Contractor shall promptly remedy all damage and loss to any property, referred to in

Sub-Clause (b) above, caused in whole or in part by the Contractor, any subcontractor, or

anyone directly or indirectly employed by any of them, or by anyone for whose acts any of

them may be liable and for which the Contractor is responsible under Sub-Clause (b)

above, except damage and loss attributable to the acts or omissions of the Commission or

anyone directly or indirectly employed by it, or of anyone for whose acts the Commission

may be liable, and not attributable to the fault or negligence of the Contractor. The

foregoing obligations of the Contractor are in addition to its obligations under Clause 9 of

Annex A.

10 RESPONSIBILITIES OF THE COMMISSION

The Commission shall designate members of its staff to act as points of contact for the

Contractor to ensure that the Services are carried out in accordance with Annexes B and C, and

shall promptly notify the Contractor thereof. The Commission shall respond promptly to

requests for information by the Contractor regarding the Services.


11 CONTRACT PRICE

a) The Commission shall pay to the Contractor, in consideration of the full and proper

performance of its obligations under the Contract, as follows:

(i) For each WO issued during the firm Call-off Period specified in Clause 3(b), the firm

fixed unit prices pursuant to Annex C;

(i) subject to sub-clause (b) below, for each WO issued during the first optional

extension of the Call-off Period specified in Clause 3(c), the firm fixed unit prices

pursuant to Annex C;

(ii) subject to sub-clause (b) below, for each WO issued during the second optional

extension of the Call-off Period specified in Clause 3(c), the firm fixed unit prices

pursuant to Annex C;

hereinafter referred to as the “Contract Price”.

b) The unit prices set out in Annex C shall be held fixed for the entire duration of the Contract.

c) The Contract Price shall cover all costs and expenses incurred by the Contractor for the full

and proper performance of all relevant obligations under the Contract (including travel,

allowances, management and remuneration of the personnel, national income tax, medical

insurance, and social security contributions).

d) No Taxes are applicable under this Contract

OR

VAT in the amount of ….. is applicable under this Contract. The Contractor shall be

reimbursed by the Commission for such taxes on the basis of actual amounts paid and duly

documented by the Contractor.

12 PAYMENT

(a) The Contract Price shall be paid in arrears upon satisfactory completion of each WO and

submission of the following:

i) Invoice drawn up in accordance with this Clause 12;

ii) Any other documentation that might be required under the applicable WO.


(b) The Commission will make the payments to the Contractor on the basis of an invoice

submitted by the Contractor. All payments shall be made within 30 (thirty) days of the

receipt and acceptance of the invoice, provided that the Work has been satisfactorily

completed and has been accepted by the Commission.

(c) The making of any payment hereunder by the Commission shall not be construed as an

unconditional acceptance by the Commission of the Work accomplished by the Contractor

up to the time of such payment.

(d) The Contractor shall submit an invoice, either by mail/courier or as an attachment to an

email, directly to the relevant Party specified in the Notices Clause. Each invoice shall

contain the Contract number (CTBTO and SAP numbers), detailed banking instructions,

including the name and address of the Contractor’s bank, account number, account holder’s

name and SWIFT, IBAN and/or ABA codes for payment by electronic transfer.

13 TEMPORARY SUSPENSION OF WORK

The Commission may, at any time, temporarily suspend the Work, in whole or in part, being

performed by the Contractor under this Contract by giving 30 (thirty) days’ advance notice in

writing to the Contractor. The Work so suspended shall be resumed by the Contractor on the basis

of a revised time schedule and on terms and conditions to be mutually agreed upon between the

Parties.

14 DELAYS AND EXTENSION OF TIME

(a) If the Contractor is delayed at any time in the progress of the Work by any act or omission

of the Commission or by any of its employees, or by any other contractor employed by the

Commission, or by changes in the Work ordered by the Commission, or by any causes

beyond the Contractor’s reasonable control, or by any other cause which the Commission

determines may justify the delay, then the time for completion of the Work shall be

extended by an amendment to this Contract in accordance with Clause 20 below for such

reasonable time as the Commission may determine.

(b) Any request for extension of the time for reasons referred to in Clause 14(a) above shall be

submitted to the Commission not later than 20 (twenty) days after the commencement of

the delay, otherwise said request shall be deemed to be waived. Such request shall state


grounds for the delay and shall provide an estimate of the probable effect of such delay on

the progress of the Work.

15 CONTRACTOR’S CLAIMS AND REMEDIES

In no event shall the Contractor make any claim against the Commission for or be entitled to

additional costs or compensation resulting from any delays in the progress or completion of the

Work or any portion thereof, whether caused by the acts or omissions of the Commission,

including, but not limited to, damages related to overheads, loss of productivity, acceleration due

to delay and inefficiency. The Contractor’s sole remedy in such event shall be an extension of

time for completion of the Work, provided the Contractor otherwise meets the requirements and

conditions set forth in this Contract.

16 ENTIRE AGREEMENT

This Contract represents the final agreement in respect of the Services and shall supersede all

prior agreements and representations between the Parties in this respect. Annexes A to C shall

constitute integral parts of this Contract and shall be of full force and effect.

17 DISCREPANCIES

If there are discrepancies or conflicts between any of the documents that are part of this Contract,

the document to prevail shall be given precedence in the following order:

(i) this document;

(ii) General Conditions of Contract (Annex A);

(iii) Terms of Reference (Annex B);

(iv) Contractor’s Proposal (Annex C);

(v) The relevant WO.

18 SEVERABILITY

If any term and/or provision of this Contract is or becomes invalid, illegal or unenforceable, the

validity, legality and enforceability of the remaining provisions of this Contract shall not in any

way be affected or impaired thereby.


19 NO WAIVER

Failure by a Party to enforce a right shall not be deemed to be a waiver of that right unless

otherwise expressly provided in this Contract.

20 CONTRACT AMENDMENT

No modification of, or change in, this Contract, or waiver of any of its provisions, or additional

contractual relationship with the Contractor shall be valid unless approved in the form of a written

amendment to this Contract, signed by duly authorized Representatives of the Contractor and of

the Commission.

21 TRANSMISSION OF NOTICES AND OTHER DOCUMENTS

Notices, invoices, reports and other documentation under the Contract shall be delivered or sent to

the relevant Party as follows (or to such person/title, address, facsimile number or email address as

the Party may substitute by notice after the date of the Contract):

(a) The Commission:

For Contractual Issues:

Chief, Procurement Section Preparatory Commission for the Comprehensive Nuclear-Test-Ban Treaty Organization (CTBTO) Vienna International Centre Wagramerstrasse 5, P.O. Box 1200 1400 Vienna, Austria Tel: + (43 1) 26030 6350 E-mail: [email protected]

For invoices and related enquiries:

Accounts Payable CTBTO Financial Services Section Vienna International Centre Wagramerstrasse 5, P.O. Box 1200 1400 Vienna, Austria Tel: + (43 1) 26030 6292 E-mail [email protected]

(b) The Contractor:

………


22 Effectiveness

(a) Except as provided below, any communication in connection with the Contract will be

deemed to be given as follows:

(i) if delivered in person, at the time of delivery;

(ii) if by registered mail or courier, when received;

(iii) if by fax, when received in legible form;

(iv) if by electronic communication, when retrievable by the Commission in document form.

(b) A communication given under Clause 22(a) above that is received or becomes retrievable

on a non-working day or after business hours at the seat of the Commission will only be

deemed to be given on the next working day of the Commission.

23 SOFTWARE LICENCE

The Commission hereby grants the Contractor a non-exclusive, non-transferable, irrevocable

license to use the Software for the duration of the Contract and for the purpose of doing the Work

under the Contract. The use of the source code is only for the duration of the Contract and for the

Work required under the Contract. All title, ownership rights and intellectual property rights in

and to the Software shall remain with the Commission. The Contractor acquires no title, right or

interest in the Software, other than the license(s) specifically granted herein by the Commission.


IN WITNESS hereof, the duly authorized Representatives of the Parties have executed this Contract:

For and on behalf of the PREPARATORY COMMISSION FOR THE COMPREHENSIVE

NUCLEAR-TEST-BAN TREATY ORGANIZATION:

________________________________________________________________________

Date: __________________ Place: ____________________

For and on behalf of ………….:

_________________________________________________________________________

Date: ___________________ Place: ______________________

ANNE� A

Genera� Conditions of Contract

1. DEF�N��N�

(a) �n t�ese �enera� conditions of contract t�e ter�s �e�innin� �it� a ca�ita� �etter s�a�� a�e t�e �eanin� as defined in t�e Contract�

(�) o �e rendered �nder t�e Contract�

(c)and�or ot�er s��ies to �e �ro�ided �nder t�e Contract�

(inc��din� �a��e added ta�� enera� sa�es ta� or �oods and ser�ices ta�)� assess�ents� fees� c�sto�s d�ties� �iens and c�ar�es in as ��c� as t�e� are �e�ied in conc��sion or i��e�entation of t�e Contract� inc��din� c�sto�s restrictions and c�ar�es of si�i�ar nat�re in res�ect of artic�es i��orted or e��orted for t�e

�. �E�A� ��A��

��e Contractor s�a�� e considered as �a�in� t�e �e�a� stat�s of an inde�endent contractor �is��is t�e Co��ission� �eit�er t�e Contractor and an� s��contractor� nor t�eir �ersonne� s�a�� e considered to �e an e��o�ee or an a�ent of t�e Co��ission�

�. A��N�EN�

��e Contractor s�a�� not assi�n� transfer� ��ed�e or �a�e ot�er dis�osition of t�e Contract or an� �art t�ereof� or an�

Contract e�ce�t �it� t�e �rior �ritten consent of t�e Co��ission�

�. ��N��A��N�

�n t�e e�ent t�e Contractor re��ires t�e ser�ices of one or �ore s��contractors� t�e Contractor s�a�� o�tain t�e �rior �ritten a��ro�a� and c�earance of t�e Co��ission for s�c� s��cos��contractor s�a�� not re�ie�e t�e Contractor of an� of �is o��i�ations �nder t�e Contract� and t�e ter�s of an� s��contract s�a�� e s��ect to and in confor�it� �it� t�e �ro�isions of t�e Contract�

�. ��E �F �N��N�

(a) ��e Contractor s�a�� neit�er see� nor acce�t instr�ctions fro� an� a�t�orit� e�terna� to t�e

Co��ission in connection �it� t�e �erfor�ance of its o��i�ations �nder t�e Contract� ��e Contractor s�a�� refrain fro� an� action ��ic� �a� ad�erse�� affect t�e Co��ission and s�a�� f��fi� its co��it�ents �it� t�e f��est re�ard to t�e interests of t�e Co��ission�

(�)of t�e Contractor s�a�� at a�� ti�es� o�e� and confor� to a�� re��ests aofficia�s and t�e �nited �ations �ec�rit� �taff�

�.F�� E��EE�

��e Contractor s�a�� e res�onsi��e for t�e �rofessiona� and tec�nica� co��etence of its e��o�ees and �i�� se�ect� for t�e �erfor�ance �nder t�e Contract� re�ia��e indi�id�a�s ��o �i�� erfor� effecti�e�� in t�e i��e�entation of t�e Contract� res�ect t�e �oca� c�sto�s and confor� to a �i�� standard of �ora� and et�ica� cond�ct�

�. A��N�EN� �F �E��NNE�

(a) ��e Contractor s�a�� not re��ace or �it�dra� an� �ersonne� referred to in t�e Contract for t�e �erfor�ance of t�e �er�ices �it�o�t t�e �rior �ritten a��ro�a� of t�e Co��ission or �n�ess re��ested �� t�e Co��ission�

(�) �rior to assi�n�ent� re��ace�ent or �it�dra�a� of �ersonne� for t�e �erfor�ance of t�e �er�ices� t�e Contractor s�a�� s��it to t�e Co��ission for its consideration� t�e c�rric�� itae or detai�ed ��stification to �er�it e�a��ation �� t�e Co��ission of t�e i��act ��ic� s�c� assi�n�ent� re��ace�ent or �it�dra�a� �o��d �a�e on t�e �er�ices�

(c) �n t�e e�ent of �it�dra�a� of �ersonne�� a�� costs and additiona� e��enses res��tin� fro� t�e re��ace�ent� for

s�a�� e for t�e acco�nt of t�e Contractor� ��c� �it�dra�a� s�a�� not �e considered as ter�ination in �art or in ��o�e of t�e Contract�

�. ��NF�� F �N�E�E��

�o e��o�ee� officer� ad�iser� a�ent and�or s��contractor of t�e Contractor assi�ned to �erfor� �er�ices �nder t�e Contract s�a�� en�a�e� direct�� or indirect�� in an� ��siness� �rofession or occ��ation connected or re�ated to t�e �er�ices or Goods to �e �ro�ided �nder t�e Contract if t�is constit�tes a conf�ict of interest�

ANNEX A

�

�. �N��AN�E�

(a) ��e Contractor s�a�� ro�ide and t�ereafter �aintain a��ro�riate ins�rance� or its e��i�a�ent� �it� res�ect to its e��o�ees to co�er c�ai�s for �ersona� in��r� or deat� in connection �it� t�e Contract�

(�) ��e Contractor s�a�� ro�ide and t�ereafter �aintain ins�rance a�ainst a�� ris� in res�ect of its �ro�ert� and an� e��i��ent �sed for t�e e�ec�tion of t�e Contract�

(c) ��e Contractor s�a�� a�so �ro�ide and t�ereafter �aintain �ia�i�it� ins�rance in an ade��ate a�o�nt to co�er t�ird �art� c�ai�s for deat�� odi�� in��r�� oss of and da�a�e to �ro�ert� arisin� fro� an� o�erations carried o�t �� t�e Contractor in �erfor�in� its o��i�ations in connection �it� t�e Contract or fro� o�eration of an� �e�ic�es� �oats� air��anes and ot�er e��i��ent o�ned or �eased �� t�e Contractor or its a�ents� ser�ants� e��o�ees or s��contractors�

(d) ��ce�t for ins�rance �entioned in �ara�ra�� (a)� t�e ins�rance �o�icies �nder t�is c�a�se s�a��(i) �a�e t�e Co��ission as additiona� �eneficiar�� (ii)

ri��ts to t�e ins�rance carrier a�ainst t�e Co��ission�

(e) ��e Contractor s�a�� on re��est� �ro�ide t�e Co��ission �it� satisfactor� e�idence of t�e ins�rance re��ired �nder t�e Contract�

(f) �n� a�o�nts not ins�red� not reco�ered fro� or not c�ai�ed �� t�e ins�rer s�a�� e �orne �� t�e Contractor�

(�) �nfor�ation concernin� red�ction of co�era�e s�a�� e f�rnis�ed �� t�e Contractor to t�e Co��ission �it� at �east t�irt� (��) da�s �rior �ritten notice�

(�) ��e Contractor �nderta�es t�at �ro�isions to t�e sa�e effect as t�e �ro�isions in s��c�a�ses (a) t�ro�� (c) a�o�e �i�� e inserted in a�� s��contracts �ade in �erfor�ance of t�e Contract� e�ce�t s��contracts e�c��si�e�� for f�rnis�in� Goods�

1�. EN��AN�E��EN�

��e Contractor s�a�� not ca�se or �er�it an� �ien� attac��ent or ot�er enc��rance �� an� �erson to �e ��aced on fi�e in an� ��ic office or on fi�e �it� t�e Co��ission a�ainst an� �onies d�e or to �eco�e d�e for an� �er�ices or Goods �ro�ided �nder t�e Contract� or �� reason of an� ot�er c�ai� or de�and a�ainst t�e Contractor�

11.��E��AN�E �F ��E �A�

(a) ��e Contractor s�a�� co�� it� a�� a�s� ordinances� r��es and re��ations� inc��din� ��t not �i�ited to �ea�t�� en�iron�enta� and �a�o�r �a�s �earin� ��on t�e �erfor�ance of its o��i�ations �nder t�e ter�s of t�e Contract�

(�) �n �artic��ar� t�e Contractor s�a�� co�� it� t�e �a�o�r �a�s of t�e co�ntr� in ��ic� t�e �er�ices or Goods are to �e f�rnis�ed �ro�idin� for �enefits co�erin� in��r� or deat� in t�e co�rse of e��o��ent�

1�.��NF�DEN��A��

(a) �� tec�nica�� financia� or ot�er doc��entation and data t�e Contractor co��i�ed for or recei�ed fro� t�e Co��ission �nder t�e Contract s�a�� e treated as confidentia� and s�a�� e de�i�ered on�� to t�e

�er�ices or as re��ested �� t�e Co��ission�(�) �it�er �art� ac�no��ed�es t�at a�� no��ed�e and

infor�ation concernin� t�e ot�er �art� t�at �a� �e ac��ired in connection �it� t�e �erfor�ance of its o��i�ations �nder t�e Contract� inc��din� ��t not �i�ited to� an� infor�ation re�atin� to its o�erations and �roced�res� are confidentia� and �ro�rietar� infor�ation of t�e ot�er �art� and it s�a�� recei�e s�c� confidentia� and �ro�rietar� infor�ation of t�e ot�er �art� in confidence and s�a�� not disc�ose or �er�it disc�os�re of an� s�c� �no��ed�e or infor�ation to an� �erson and�or entit� �it�o�t t�e �rior �ritten consent of t�e ot�er �art��

(c) ��e Contractor s�a�� not� at an� ti�e� �se s�c� confidentia� infor�ation to its o�n ad�anta�e�

(d) ��e restrictions on confidentia�it� s�a�� not a�� to t�e infor�ation ��ic��(i) �resent�� is in t�e ��ic do�ain�(ii) �ereafter �eco�es �art of t�e ��ic do�ain �it�o�t

(iii) �as in t�e �ossession of t�e ot�er �art� at t�e ti�e of t�e disc�os�re� as s�o�n �� ritten e�idence�

(i�) is disc�osed to t�e ot�er �art� at an� ti�e �ereafter �� a t�ird �art��

(�) is re��ired to �e disc�osed to �o�ernin� �odies� or to �o�ern�enta� a�t�orities to t�e e�tent re��ired �� a� or to o�tain needed a�t�ori�ation to �erfor� t�e Contract or ��rs�ant to re�ortin� re��ire�ents i��osed �� t�ose �o�ernin� �odies or t�e �o�ern�ent of t�e �tate of t�e Contractor�

(e) ��ese o��i�ations do not �a�se ��on satisfactor� co��etion of t�e �er�ices� de�i�er� of t�e Goods or ter�ination of t�e Contract �� t�e Co��ission�

1�.�AN��A�E�� E�� AND �EA��E�

�n�ess ot�er�ise s�ecified in t�e Contract� t�e �n��is� �an��a�e s�a�� e �sed �� t�e Contractor in a�� ritten co��nications to t�e Co��ission �it� res�ect to t�e �er�ices or Goods to �e �ro�ided and a�� doc��ents �roc�red or �re�ared �� t�e Contractor� ��e Contractor s�a�� se �etric �nits� e�ce�t ��en ot�er�ise s�ecified in t�e Contract�

1�.��

(a) ��e Contractor s�a�� not ad�ertise or ot�er�ise �a�e ��ic t�e fact t�at it is �ro�idin� or �as �ro�ided �er�ices and Goods for t�e Co��ission� ��so� t�e Contractor s�a�� not� in an� �anner ��atsoe�er� �se t�e na�e� e��e� or officia� sea� of t�e Co��ission or an� a��re�iation of t�e na�e of t�e Co��re�ensi�e ��c�ear��est��an �reat� �r�ani�ation in connection �it� its ��siness or ot�er�ise�

(�) ��ese o��i�ations do not �a�se ��on satisfactor� co��etion of t�e �er�ices� de�i�er� of t�e Goods or ter�ination of t�e Contract�

�

1�.�FF��A� N�� ENEF��N��N�EN� FEE�

(a) ��e Contractor �arrants t�at�(i) �o �erson or se��in� a�enc� �as �een e��o�ed or

retained �� it to so�icit or sec�re t�e Contract ��on an a�ree�ent or �nderstandin� for a co��ission� �ercenta�e� �ro�era�e� contin�ent fee or retainer� e�ce�t re��ar e��o�ees or �ona fide and officia�� esta��is�ed co��ercia� or se��in� a�encies �aintained �� t�e Contractor for t�e ��r�ose of sec�rin� ��siness�

(ii) �o officia� or ser�ant or retired e��o�ee of t�e Co��ission ��o is not a re��ar e��o�ee of t�e Contractor� �as �een or s�a�� e ad�itted �� t�e Contractor to an� direct or indirect �enefit arisin� fro� t�e Contract or t�e a�ard t�ereof�

(�) �n case of �reac� �� t�e Contractor of t�e �arranties referred to in �re�io�s c�a�ses� t�e Co��ission s�a�� a�e t�e ri��t to ded�ct fro� t�e Contract �rice� or ot�er�ise reco�er fro� t�e Contractor� t�e f�� a�o�nt of an� s�c� co��ission� �ercenta�e� �ro�era�e� contin�ent fee or retainer so �aid�

1�. �N�E��E��A� ��E�� AND ��E� ��E�A��

(a) ��ce�t to t�e e�tent t�e Contractor �as �ranted a �icense to t�e Co��ission� t�e Co��ission� s�a�� e entit�ed to a�� inte��ect�a� �ro�ert�� inc��din� ��t not �i�ited to co��ri��ts� �atents and trade�ar�s� �it� re�ard to �rod�cts� doc��ents or ot�er �ateria�s ��ic� �ear a direct re�ation to or are �rod�ced or co��ected �nder t�e Contract� ��e Contractor s�a�� ta�e a�� necessar� ste�s� �re�are and �rocess a�� necessar� doc��ents and assist in sec�rin� s�c� �ro�ert� ri��ts and transferrin� t�e� to t�e Co��ission and�or to t�e �o�ern�ent ��ere t�e �er�ices or Goods are to �e �ro�ided� in co��iance �it� t�e re��ire�ents of t�e a��ica��e �a��

(�) ��e Contractor dec�ares t�at it does not �no� of an� inte��ect�a� �ro�ert� ri��ts of t�ird �arties� ��ic� �i��t �e infrin�ed in t�e e�ec�tion of t�e Contract� ��o��d� contrar� c�ai�s �e raised a�ainst t�e Co��ission c�ar�in� it �it� infrin�e�ent of inte��ect�a� �ro�ert� ri��ts� t�e Contractor s�a�� o�d �ar��ess t�e Co��ission and s�a�� inde�nif� it to t�e f�� e�tent of an� da�a�es or a�ards arisin� fro� s�c� c�ai�s� ��is o��i�ation of t�e Contractor s�a�� contin�e to �e in f�� force and effect �� to t�e e��iration of s�c� inte��ect�a� �ro�ert� ri��ts�

(c) ��e Co��ission s�a�� i�e t�e Contractor d�e notice in �ritin� of an� c�ar�es of infrin�e�ent �ro��t a�ainst t�e Co��ission and of t�e fi�in� of an� s�it for infrin�e�ent of inte��ect�a� �ro�ert� ri��ts of t�ird �arties d�e to t�e e�ec�tion of t�e Contract� and��it�o�t �re��dice to t�e i��nit� en�o�ed �� t�e Co��ission as an internationa� or�ani�ation fro� e�er� for� of �e�a� �rocess� inc��din� enforce�ent and e�ec�tion� t�e Co��ission s�a�� i�e t�e Contractor t�e o��ort�nit� to defend t�e Co��ission a�ainst t�e said s�it at its discretion and s�a�� not�

�ritin�� a�e an� ad�ission or consent to an� c�ai� of an� t�ird �art��

�osition�

1�.DEFA�� E ��N��A��

(a) �n case t�e Contractor fai�s to f��fi� its o��i�ations and res�onsi�i�ities �nder t�e Contract and �ro�ided t�e Contractor �as not re�edied s�c� fai��re(s) �it�in t�irt� (��) da�s of �a�in� �een �i�en �ritten notification �� t�e Co��ission of t�e nat�re of t�e fai��re(s)� t�e Co��ission �a�� at its entire discretion and �it�o�t �re��dice to its ri��t to �it��o�d �a��ent(s)� �o�d t�e Contractor in defa��t �nder t�e Contract�

(�) ��en t�e Contractor is t��s in defa��t� t�e Co��ission �a�� i�in� �ritten notice to t�e Contractor� ter�inate t�e Contract as a ��o�e or s�c� �art or �arts t�ereof in res�ect of ��ic� t�e Contractor is in defa��t� ��on s�c� notice� t�e Co��ission s�a�� a�e t�e ri��t

�art or t�ose �arts of t�e Contract �it� res�ect to ��ic� t�e Contractor is in defa��t�

(c) ��e Contractor s�a�� in t�is case� �e so�e�� res�onsi��e for an� reasona��e costs of co��etion of t�e �er�ices and�or de�i�er� of Goods� inc��din� s�c� costs� ��ic� are inc�rred �� t�e Co��ission o�er and a�o�e t�e ori�ina�� a�reed Contract �rice�

1�.��D�N� �F �A��EN�

(a) ��e Co��ission �a� �it��o�d an� �a��ent to t�e Contractor or� on acco�nt of s��se��ent�� disco�ered e�idence� n��if� t�e ��o�e or �art of an� �a��ent a��ro�a� t�eretofore �i�en� to s�c� an e�tent as �a� �e necessar� to �rotect t�e Co��ission fro� �oss �nder t�e Contract on acco�nt of�(i)

or to �a�e ade��ate �ro�ress �it� t�e o��i�ations� e�ce�t for fai��re arisin� o�t of force �a�e�re�

(ii)�erfor�ance� ��en s�c� fai��re �as �een dra�n to �is attention �� t�e Co��ission�

(iii)re�orts re��ired�

(�) ��e �it��o�din� �� t�e Co��ission of an� interi� n to

contin�e �erfor�ance of �is o��i�ations �nder t�e Contract�

(c) �o interest s�a�� accr�e on �a��ents e�ent�a�� it��e�d �� t�e Co��ission in a��ication of t�e sti��ations of t�is �ara�ra��

1�.��DA�ED DA�A�E�

��ect to C�a�se �� e�o� (force �a�e�re)� if t�e Contractor fai�s to de�i�er an� or a�� of t�e �er�ices and�or Goods �it�in t�e �atest ti�e �eriod(s) s�ecified in t�e Contract� t�e Co��ission �a�� it�o�t �re��dice to its ot�er re�edies �nder t�e Contract� ded�ct fro� t�e Contract �rice as �i��idated da�a�es� a s�� e��i�a�ent to �� er cent of t�e �ortion of t�e Contract �rice for t�e de�a�ed �er�ices and�or Goods for eac� �or�in� da� of

�

de�a� �nti� act�a� �erfor�ance� �� to a �a�i�� of si�t� (��) �or�in� da�s� ��e reco�er� �� t�e Co��ission of �ro�en da�a�es s�a�� not �e e�c��ded�

��.F��E �A�E��E

(a) �orce �a�e�re as �sed �erein s�a�� ean acts of God� ind�stria� dist�r�ances� acts of t�e ��ic ene�� ci�i� dist�r�ances� e��osions and an� ot�er si�i�ar ca�se of e��i�a�ent force not ca�sed �� nor �it�in t�e contro� of eit�er �art� and ��ic� neit�er �art� is a��e to o�erco�e�

(�) �s soon as �ossi��e after t�e occ�rrence of an� ca�se constit�tin� force �a�e�re� t�e Contractor s�a�� i�e notice and f�� artic��ars in �ritin� to t�e Co��ission of s�c� force �a�e�re if t�e Contractor is t�ere�� rendered �na��e� ��o�� or in �art� to �erfor� its o��i�ations and �eet its res�onsi�i�ities �nder t�e Contract�

(c) �n t�is e�ent� t�e fo��o�in� �ro�isions s�a�� a��(i) ��e o��i�ations and res�onsi�i�ities of t�e

Contractor �nder t�e Contract s�a�� e s�s�ended to t�e e�tent of its ina�i�it� to �erfor� t�e� and for as �on� as s�c� ina�i�it� contin�es�

(ii) ��e ter� of t�e Contract s�a�� e e�tended for a �eriod e��a� to t�e �eriod of s�s�ension ta�in�� o�e�er� into acco�nt an� s�ecia� conditions ��ic� �a� ca�se t�e ti�e for co��etion of t�e o��i�ations to �e different fro� t�e �eriod of s�s�ension�

(iii) �f t�e Contractor is rendered �er�anent�� na��e� ��o�� or in �art� �� reason of force �a�e�re to �erfor� its o��i�ations and �eet its res�onsi�i�ities �nder t�e Contract� t�e Co��ission s�a�� a�e t�e ri��t to ter�inate t�e Contract on t�e sa�e ter�s and conditions as are �ro�ided for in t�e �er�ination C�a�se of t�e Contract� e�ce�t t�at t�e �eriod of notice �a� �e se�en (�) da�s instead of t�irt� (��) da�s�

i�) �or t�e ��r�ose of t�e �recedin� s��c�a�se� t�e Co��ission �a� consider t�e Contractor �er�anent�� na��e to �erfor� in case of an� �eriod of s�s�ension in e�cess of ninet� (��) da�s� �n� s�c� �eriod of ninet� (��) da�s or �ess s�a�� e dee�ed te��orar� ina�i�it� to �erfor��

�1. �N��EN�� AND �AN��

��o��d t�e Contractor �e inso��ent� ad��d�ed �an�r��t� or s�o��d t�e Contractor �a�e a �enera� assi�n�ent for t�e �enefit of its creditors� or s�o��d a recei�er �e a��ointed on

�a�� it�o�t �re��dice to an� ot�er ri��t or re�ed� it �a� �a�e �nder t�e ter�s of t�e Contract� ter�inate t�e Contract fort��it� �� i�in� t�e Contractor �ritten notice of s�c� ter�ination�

��. �NDE�N�F��A��N

��e Contractor s�a�� inde�nif�� o�d and sa�e �ar��ess and defend at its o�n e��ense t�e Co��ission� its officers� a�ents� ser�ants and e��o�ees fro� and a�ainst a�� s�its� c�ai�s� de�ands and �ia�i�it� of an� nat�re or �ind� inc��din� cost and e��enses arisin� o�t of acts or o�issions

of t�e Contractor or its e��o�ees or s��contractors in t�e �erfor�ance of t�e Contract� ��is re��ire�ent s�a�� e�tend� inter a�ia� to c�ai�s or �ia�i�ities in t�e nat�re of

�ertainin� to inte��ect�a� �ro�ert� ri��ts� ��e o��i�ations �nder t�is c�a�se do not �a�se ��on ter�ination of t�e Contract�

��.A��A��E �E��E�EN�

��e �arties s�a�� se t�eir �est efforts to sett�e a�ica�� t�ro�� ne�otiation an� dis��te� contro�ers� or c�ai� arisin� o�t of� or re�atin� to� t�e Contract or t�e �reac�� ter�ination or in�a�idit� t�ereof� �f t�e �arties cannot reac� s�c� a�ica��e sett�e�ent t�ro�� ne�otiations� t�e �atter s�a�� first �e referred to conci�iation� �� a re��est �� eit�er �art� for conci�iation �roced�res� ��e conci�iation s�a�� ta�e ��ace in accordance �it� t�e �nited �ations Co��ission on �nternationa� �rade �a� (��C��) Conci�iation ��es t�en �re�ai�in�� or accordin� to s�c� ot�er �roced�re as �a� �e a�reed �et�een t�e �arties� �it�in a ti�e �eriod of ninet� (��) da�s� ��ere s�a�� e one conci�iator� ��e conci�iation s�a�� e in �ienna� ��stria� and it s�a�� e cond�cted in t�e �n��is� �an��a�e�

��.A��A��N

(a) �n t�e e�ent of a fai��re to reac� an a�ica��e sett�e�ent in accordance �it� C�a�se �� a�o�e (a�ica��e sett�e�ent)� an� dis��te arisin� o�t of t�e inter�retation or a��ication of t�e ter�s of t�e Contract or an� �reac� t�ereof s�a�� e sett�ed in accordance �it� t�e ar�itration r��es esta��is�ed �� C�� as at �resent in force� ��e n��er of ar�itrators s�a�� e one� ��e ar�itration s�a�� e in �ienna� ��stria� and it s�a�� e cond�cted in t�e �n��is� �an��a�e�

(�) ��e ar�itrator s�a�� ta�e into acco�nt t�e internationa�� reco�ni�ed �enera� �rinci��es of co��ercia� transactions� ��e ar�itrator s�a�� a�e no a�t�orit� to a�ard ��niti�e da�a�es� nor to a�ard interest in e�cess of fi�e (�) �er cent� and an� s�c� interest s�a�� e si��e interest on�� e �arties s�a�� e �o�nd �� an� ar�itration a�ard rendered as a res��t of s�c� ar�itration as t�e fina� ad��dication of an� s�c� dis��te�

��.��E�E� AND ��N��E�

�ot�in� in or re�atin� to t�e Contract s�a�� e dee�ed a �ai�er of an� of t�e �ri�i�e�es and i��nities of t�e Co��ission and its e��o�ees�

��. �A� E�E��N

�n �rinci��e� t�e Co��ission is e�e��t fro� a�� a�es� �ince t�e arran�e�ent �nder ��ic� s�c� e�e��tion is res�ected �aries fro� co�ntr��to�co�ntr�� t�e Contractor s�a�� co��a�orate �it� t�e Co��ission to ac�ie�e �a� e�e��tion at so�rce or to ��rs�e rei��rse�ent of �a�es �aid �� t�e Co��ission� as t�e case �a� �e�

��.�E��NA��N

��e Co��ission �a� ter�inate t�e Contract in ��o�e or in �art� and at an� ti�e� ��

ter�ination to t�e Contractor� �n t�e e�ent s�c� ter�ination

Co��ission s�a�� e �ia��e to t�e Contractor for �a��ent in res�ect of �er�ices a�read� satisfactor� acco��is�ed or Goods de�i�ered and acce�ted and in confor�it� �it� t�e ter�s of t�e Contract� for necessar� ter�ina� e��enses of t�e Contractor� and for t�e cost of s�c� �r�ent �or� as is essentia� and as t�e Contractor is as�ed �� t�e Co��ission to co��ete� ��e Contractor s�a�� ee� e��enses at a �ini�� and s�a�� not �nderta�e an� for�ard co��it�ent

ter�ination�

��.��D�

�n t�e e�ent t�at t�e Contract re��ires t�e Contractor to s�� Goods� t�e fo��o�in� c�a�ses s�a�� a�� in addition to t�e a�o�e�

��.�A��AN��

(a) ��e Contractor �arrants t�at t�e Goods� inc��din� �ac�a�in�� confor� to t�e s�ecifications for t�e Goods ordered �nder t�e Contract and are fit for t�e ��r�ose for ��ic� s�c� Goods are ordinari�� sed and for ��r�oses e��ress�� ade �no�n to t�e Contractor �� t�e Co��ission� and are ne� and free fro� defects in desi�n� �or��ans�i� and �ateria�s�

(�) ��is �arrant� s�a�� re�ain �a�id for t�ent��fo�r (��) �ont�s after t�e Goods or an� �art t�ereof �a�e �een de�i�ered and acce�ted� ��ic�e�er is �ater� �n�ess t�e Contractor �as �ranted a �on�er �eriod� ��o��d t�e Co��ission transfer t�e tit�e of t�e Goods to a t�ird �art� d�rin� t�e �arrant� �eriod� t�e ri��t to en�o� t�e �arrant� s�a�� e transfera��e to t�e ne� tit�e��o�der�

(c) �f� d�rin� t�e �arrant� �eriod �entioned in ��c�a�se (�) a�o�e� t�e Goods or an� �art t�ereof are fo�nd to �e defecti�e or not in confor�it� �it� t�e s�ecifications �nder t�e Contract� t�e Contractor s�a�� on notification� �ro��t�� and at its o�n e��ense correct a�� s�c� defects and non�confor�ities� �f t�ese defects and non�confor�ities cannot �e corrected� t�e Co��ission s�a�� a�e t�e ri��t� at t�e Contractor�s e��ense� to eit�er de�and re��ace�ent of t�e defecti�e ite�� or recei�e a��ro�riate rei��rse�ent� or �a�e t�e defecti�e ite� re�aired or ot�er�ise �roc�red fro� a t�ird �art��

��. �N��E��N� AND �E��

(a) ��e Co��ission s�a�� a�e t�e ri��t to ins�ect and�or to test t�e Goods to confir� t�eir confor�it� to t�e tec�nica� s�ecifications� ��e tec�nica� s�ecifications s�a�� s�ecif� ��at ins�ections and tests t�e Co��ission re��ires�

(�) ��e ins�ections and tests �a� �e cond�cted on t�e �re�ises of t�e Contractor or its s��contractor(s)� at a �oint of de�i�er� desi�nated �� t�e Co��ission and�or

�i�e a�� reasona��e faci�ities and assistance�inc��din� dra�in�s and �rod�ction data�to t�e Co��ission at no c�ar�e to t�e Co��ission�

(c) ��o��d an� ins�ected or tested Goods fai� to confor� to t�e tec�nica� s�ecifications� t�e Co��ission reser�es t�e ri��t to re�ect t�e� and t�e Contractor s�a�� eit�er re��ace t�e re�ected Goods or �a�e a�� a�terations necessar� to �eet s�ecification re��ire�ents free of cost to t�e Co��ission�

(d)

t�e �oint of de�i�er� desi�nated �� t�e Co��ission or

or �ai�ed �� reason of t�e Goods�een ins�ected� tested and �assed �� t�e Co��ission�

(e) �ot�in� in t�is �ection on �ns�ections and �ests s�a�� in an� �a� re�ease t�e Contractor fro� an� �arrant� or ot�er o��i�ations �nder t�e Contract�

(f) �� e��i��ent��ateria� s��ied �nder t�e Contract �a� �e s��ect to �re�s�i��ent ins�ection �� a t�ird �art� to �e s�ecified �� t�e Co��ission� ��e Contractor is not �ia��e for cost of t�is ins�ection�

��.�A��N�

��e Contractor s�a�� co�� or ens�re co��iance �it� t�e fo��o�in� �ro�isions concernin� �ac�in��

(a) ��e Goods s�a�� e �ac�ed as is re��ired to �re�ent t�eir da�a�e or deterioration d�rin� transit to t�eir fina� destination� ��e �ac�in� s�a�� e s�fficient to �it�stand� �it�o�t �i�itation� ro�� and�in� d�rin� transit�

(�) �n t�e case of a cross��order s�i��ent� t�e Goods s�a�� a�e a��ro�riate e��ort �ac�in�� f necessar�� a�� cases�crates ��st �e �ra��ed inside �it� �ea��d�t� ��astic �ined �a�er� s�o��d �e stee��stra��ed and ��st �e a��e to �it�stand to�� and�in�� ids for tr�c� �and�in� are i��erati�e if t�e �ross �ei��t is �ore t�an �� i�o�ra�s�

(c) ��e consi�n�ent s�a�� e �ar�ed and s�i��ed as �er address s�o�n on t�e ��rc�ase �rder �or��

(d) �eit�er �artia� de�i�er� nor trans�i��ent s�a�� e �ade �n�ess s�ecifica�� a�reed �� t�e Co��ission in �ritin��

(e) �ac� case�crate��ac�a�e s�a�� carr� a consec�ti�e n��er� di�ensions� �o��e� and �ei��t (i�e� Case �o� � of � cases� � � � � C c�� ) and s�a�� e �ar�ed as fo��o�s�

�� C�� C�� C�� G��oint of de�i�er��

��C�� G�� G�� G��

(f) �ar�in�s s�a�� e done �it� �eat�er�roof �ateria�s� �� non�containeri�ed Goods s�a�� e s�i��ed �e�o� dec��

(�) �ac� case�crate�carton s�a�� carr� (o�tside) a co�� of t�e �ac�in� �ist descri�in� t�e contents of t�e case�crate�carton� ��tside Case �o� � s�o��d �e

�

attac�ed �it� in�oice co�erin� t�e act�a� de�i�er�� e acco��an�in� �a�ers ��st �e �ade o�t in t�e �n��is� �an��a�e�

(�) �rior to de�i�er�� a fa� (or a �etter �� co�rier ser�ice) s�a�� e sent to t�e consi�nee� if an�� ad�isin� of t�e fo��o�in��

��rc�ase order�Contract n��er��a��i�� n��er or e��i�a�ent reference n��er of t�e s�i��ent (if an�)�n��er of �o�es�cartons�crates�etc��esti�ated ti�e of de�art�re (��)��oint of de�art�re and na�e of frei��t carrier�esti�ated ti�e of arri�a� (��) to fina� destination�

(i) ��e fo��o�in� doc��ents s�a�� e enc�osed �it� t�e s�i��ent in case of s�i��in� �� air�

air�a� �i��rofor�a or co��ercia� in�oice��ac�in� �ist�

(�) ��e a�o�e doc��ents are indis�ensa��e and ��st reac� t�e consi�nee� if an�� on ti�e to �er�it c�sto�s c�earance and in order to a�oid de��rra�e c�ar�es�

�1.DE��E�� AND ��AN��A��N

(a) �e�i�er� of t�e Goods s�a�� e �ade �� t�e Contractor in accordance �it� t�e ter�s s�ecified in t�e Contract� and t�e Goods s�a�� re�ain at t�e ris� of t�e Contractor �nti� de�i�er� �as �een co��eted�

(�) �rans�ort of t�e Goods to t�e �ort of disc�ar�e or s�c� ot�er �oint in t�e co�ntr� of destination and�or for�ardin� to t�e consi�nee� if an�� (door�to�door) s�ecified in t�e Contract s�a�� e arran�ed and �aid for �� t�e Contractor and t�e cost t�ereof s�a�� e inc��ded in t�e Contract �rice�

��.�A�E��E��AND��E�

��on s�ccessf�� co��etion of de�i�er� or of insta��ation and a testin� and e�a��ation �eriod� as s�ecified in t�e Contract� res�onsi�i�it� for t�e Goods �i�� e �anded o�er to t�e consi�nee or ot�er desi�nated entit��

��.E�� EN�E�

�f an e��ort �icence or an� ot�er �o�ern�enta� a�t�ori�ation is re��ired for t�e Goods� it s�a�� e t�e o��i�ation of t�e Contractor to o�tain s�c� �icence or �o�ern�enta� a�t�ori�ation� �n t�e e�ent of fai��re to o�tain s�c� �icence or a�t�ori�ation �it�in reasona��e ti�e� t�e Co��ission �a� dec�are t�e Contract n�� and �oid�

��.��A�E �A��

�n accordance �it� t�e Contract� t�e Contractor �a� �e re��ired to �ro�ide an� or a�� of t�e fo��o�in� �ateria�s and notifications �ertainin� to s�are �arts �an�fact�red and�or distri��ted �� t�e Contractor�

(a) ��c� s�are �arts as t�e Co��ission �a� c�oose to ��rc�ase fro� t�e Contractor� �ro�ided t�at t�e Contractor is not re�ie�ed of an� �arrant� o��i�ations �nder t�e Contract�

(�) �n t�e e�ent of ter�ination of �rod�ction of t�e s�are after de�i�er� of t�e Goods�(i) ad�ance notification to t�e Co��ission of t�e

�endin� ter�ination� in s�fficient ti�e to �er�it t�e Co��ission to ��ace a fina� order�

(ii) fo��o�in� s�c� ter�ination� f�rnis�in� at no cost to t�e Co��ission� t�e ��e�rints� dra�in�s and s�ecifications of t�e s�are �arts� if and ��en re��ested�

��. �N��ED NA��N� ��N�EN��N �N ��N��A�� F�� E �N�E�NA��NA� �A�E �F ��D�

��estions concernin� �atters arisin� �nder t�e Contract� ��t not sett�ed in it� s�a�� e sett�ed in confor�it� �it� t�e �nited �ations Con�ention on Contracts for t�e �nternationa� �a�e of Goods (�ienna� ��)� ��ic� s�a�� e a��ica��e to t�e Contract� ��e a��ica��e �an��a�e �ersion of t�e Con�ention s�a�� e t�e �ersion in ��ic� t�e Contract is �ritten�

� ��ri� ��

STATEMENT OF CONFIRMATION On behalf of (name of firm or organization): _______________________________, I hereby attest and confirm that: a) The firm/organization possesses the legal status and capacity to enter into legally binding

contracts with the Commission for the supply of equipment, supplies, services or work.

b) The firm/organization is not insolvent, in receivership, bankrupt or being wound up, and not under administration by a court or a judicial officer, and that it is not subject to the suspension of its business or legal proceedings for any of the foregoing reasons.

c) The firm/organization has fulfilled all its obligations to pay taxes and social security contributions.

d) The firm/organization has not, and that its directors and officers have not, within the last five years been convicted of any criminal offense related to professional conduct or the making of false statements or misrepresentations as to their capacity or qualifications to enter into a procurement or supply contract.

e) The Commission, in the event that any of the foregoing should occur at a later time, will be duly informed thereof, and in any event, will have the right to disqualify the firm/organization from any further participation in procurement proceedings.

f) The firm/organization did not/will not attempt to influence any other bidder, organization,

partnership or corporation to either submit or not submit a proposal/bid/quotation;

g) The firm/organization will not, in the absence of a written approval from the Commission, permit a person to contribute to, or participate in, any process relating to the preparation of a Quotation/Bid/ Proposal or the procurement process if the person:

a. at any time during the 12 months immediately preceding the date of issue of the

Solicitation was an official, agent, servant or employee of, or otherwise engaged by the Commission;

b. at any time during the 24 months immediately preceding the date of issue of the Solicitation was an employee of the Commission personally engaged, directly or indirectly, in the definition of the requirements, project or activity to which the Solicitation relates.

h) Neither the organization/firm, its parent entities (if any), nor any of its subsidiary or affiliated

entities (if any) have been identified on, or associated with any individual, groups, undertakings and entities identified on, the list established pursuant to the UN Security Council Resolution 1267 (Consolidated Sanctions List).1

i) Neither the organization/firm, its parent entities (if any), nor any of its subsidiary or affiliated

entities (if any) are subject to any form of sanction imposed by an organization or body within the United Nations System, including the World Bank.

1 The Consolidated United Nations Security Council Sanctions List can be found on the following website: https://www.un.org/securitycouncil/content/un-sc-consolidated-list

j) Neither the organization/firm, its parent entities (if any), nor any of its subsidiary or affiliated

entities (if any), is engaged in any practice inconsistent with the rights set forth in the Convention on the Rights of the Child, including Article 32 thereof, which, inter alia, requires that a child shall be protected from performing any work that is likely to be hazardous or to interfere with the child’s education, or to be harmful to the child’s health or physical, mental, spiritual, moral, or social development.

k) Neither the organization/firm, its parent entities (if any), nor any of its subsidiary or affiliated

entities (if any) will use the funds received under contracts/purchase orders with the Commission to provide support to individuals, groups, undertakings or entities associated with terrorism.

l) The prices in the firm/organization’s proposal/bid/quotation have been arrived at

independently, without consultation, communication or agreement with any other interested companies, competitor or potential competitor with a view to restricting competition.

m) The Commission shall have the right to disqualify the firm/organization from participation in

any further procurement proceedings, if it offers, gives or agrees to give, directly or indirectly, to any current or former staff member of the Commission a gratuity in any form, an offer of employment or any other thing of service or value, as an inducement with respect to an act or a decision of, or a procedure followed by, the Commission in connection with a procurement proceeding.

n) The Commission shall have the right to disqualify the firm/organization from participation in

any further procurement proceedings if it does not disclose to the Commission any situation that may appear as a conflict of interest, and if it does not disclose to the Commission if any official or professional under contract with the Commission have an interest of any kind in the firm/organization’s business or any kind of economic ties with the firm/organization.

Name (print): _________________________ Signature: _______________________ Title/Position: ________________________ Place (City and Country): _______________________ Date: ________________________

* Please provide a copy of the most recent audited annual report and accounts. Note: Export includes services or work performed abroad or for foreign clients. **Please provide supplementary documentation on these items.

VENDOR PROFILE FORM (VPF) – FOR PRODUCTS/SERVICES/WORK

1. Name of Company:

2. Street Address:

3. Telephone:

P.O. Box : City:

4. Fax :

Zip Code : Country: 5. E-Mail :

6. Contact Person: Title: 7. Legal Status (e.g. Partnership, Private Limited Company, Government Institution) 8. Year Established:

9. Number of Employees:

10. Gross Annual Turnover (US$m)*: 11. Annual Export Turnover (US$m)*:

12. Type of Business/Products: Manufacturer Sole Agent Supplier

13. Type of Business/Services/Work: Engineering Civil Work Governmental Institution

14. References (your main customers, country, year and technical field of products, services or work): ** 15. Previous Supply Contracts with United Nations Organizations (over the last 3 years)** Organization: Value in US$ Equivalent: Year: Organization: Value in US$ Equivalent: Year: 16. Summary of any changes in your company’s ownership during the last 5 years:

* Please provide a copy of the most recent audited annual report and accounts. Note: Export includes services or work performed abroad or for foreign clients. **Please provide supplementary documentation on these items.

2

17.List of Products/Services/Work offered (please indicate the Product/Service/Work # as per attached sheet): Product/Service/Work # Product/Service/Work Description

Questionnaire completed by: 18.Name: Title: Signature: Date:

FOR CTBTO USE ONLY

19. Evaluated By: Initials Date: 20. Updated By: Initials Date: 21. Remarks: 22. Vendor Registration Number Allocated: Not Accepted:

ToR for Provision of Localization of E-Learning content into All Off icial UN languages

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ANNEX B

Terms of Reference

PROVISION OF LOCALIZATION OF

E-LEARNING CONTENT INTO ALL OFFICIAL UN LANGUAGES


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TABLE OF CONTENTS

Contents PROVISION OF LOCALIZATION OF ................................................................................... 1

E-LEARNING CONTENT INTO ALL OFFICIAL UN LANGUAGES ................................. 1

1. Abbreviations and Glossary of Terms ................................................................................... 3

2. Overview/Background and objectives of the project ............................................................. 4

3. Scope of the Work ................................................................................................................. 5

4. Planned Work......................................................................................................................... 6

5. Translation requirements ....................................................................................................... 7

6. Deliverables ........................................................................................................................... 7

7. Terms of Contract .................................................................................................................. 7

8. Required Technical Skills of the Contractor .......................................................................... 8

Table ......................................................................................................................................... 8


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1. Abbreviations and Glossary of Terms

i) Definition of Acronyms AICC Aviation Industry Computer-Based Training Committee CMS Content Management System CTBT Comprehensive Nuclear-Test-Ban Treaty IDC International Data Centre CBT Capacity Building and Training Section IMS International Monitoring System LCMS Learning Content Management System LMS Learning Management System LO Learning Object NDC National Data Centre OSI On-Site Inspection PMO Policy-Making Organ QA Quality Assurance SCORM Shareable Content Object Reference Model The key documents are available in the six UN official languages on the CTBTO website (https://www.ctbto.org/the-treaty/treaty-text/)

ii) Glossary of Terms International Monitoring System station An International Monitoring System station is a facility consisting of one or more central processing facilities and monitoring and/or sensing equipment that collects measurement data. Learning object A learning object contains information (text, images, audio, video, etc.) that can be shared between modules. Module A module is a self-contained E-learning unit that usually teaches a single topic. National Data Centre A National Data Centre is a facility that is operated and maintained by a State Signatory and performs functions that may include forwarding data from IMS stations to the IDC and/or receiving data and products from the IDC. On-site Inspection An on-site inspection is an investigation conducted in accordance with the CTBT by a team of field inspectors in the area of a suspected nuclear explosion. Policy-making Organ A Policy-making Organ is an administrative body formed by State Signatories of the CTBT to develop policies to help govern the CTBT verification regime establishment.


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State Signatory A State Signatory is a country that has signed the Comprehensive Nuclear-Test-Ban Treaty and therefore can participate in the benefits of the CTBT during its preparatory phase. Training material Training material consists of PowerPoint slide presentations, notes, manuals, documents, images, videos, and other information as used in traditional classroom sessions.

2. Overview/Background and objectives of the project The Preparatory Commission for the Comprehensive Nuclear-Test-Ban Treaty Organization with its headquarters in Vienna is the International Organization mandated to establish the global verification system foreseen under the Comprehensive Nuclear-Test-Ban Treaty (CTBT), which is the treaty banning any nuclear weapon test explosion or any other nuclear explosions. The Treaty provides for a global verification regime, including a network of 321 monitoring stations worldwide, a communication system, an International Data Centre and on-site inspection to monitor compliance with the Treaty. The Preparatory Commission (the “Commission”) has been developing over several years E-learning content, enhancing its classroom training and field exercises. IDC Division is a central element of the CTBT verification mechanism, collecting, processing and analysing monitoring data and presenting results as lists of events and bulletins to the Member States. The Capacity Building and Training (CBT) Section of the IDC provides training courses on different subjects to the Member States. A core component of this process includes the development of E-learning resources to be utilized as preparatory and refresher training tools. The Commission intends to establish Contract/Contracts for the provision of “Localization of E-Learning Content in All Official UN Languages” (hereinafter referred to as the “Work” and/or the “Services”). A new season of content development of E-Learning courseware (including completion of pending works from previous development projects ) will be procured from one or more professional E-Learning content development/production firm(s) (the “Contractor(s)”). The Contractor(s) will work with the coordination of the Commission to transform training material into courseware. In-line with the progress of technology over the last decade, the Commission has complemented education (traditional classroom training and field exercises) with E-Learning. To further enhance the learning experience of the States Signatories and Commission staff, E-learning with on-line and off-line capabilities will continue being developed. The Commission purchased previously CERTPOINT’s VLS suite as the E-Learning platform for LMS, LCMS, authoring, virtual collaboration, and CMS functions. With the aim of continuing the development with open source, all contents were migrated to Moodle Open-source learning platform (moodle.org).


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While the E-Learning courses/modules are now accessible on the Moodle platform, an additional process of translating the remaining six modules from English (native development language) into other 5 UN languages is still required, namely translation into:

Arabic Chinese (Mandarin) French Russian, and Spanish

The current list of the existing modules and status are shown in Table 3. The primary objectives of E-learning at the Commission are as follows:

To increase the number of participants in the Commission training activities; To prepare learners prior to participation in traditional classrooms and field exercises; To provide primarily 24x7 self-paced learning and instructor-led training where

appropriate; To provide E-learning training to eligible users in the six UN languages.

Target Audience The target audience includes the end users in the States Signatories and the Commission’s staff as shown in Table 1.

Table 1. Target Audience

Job Role Location Access Training Needs IMS Station Operators

Worldwide Only to their group curricula

Operations and maintenance of IMS stations

NDC Staff Worldwide Only to their group curricula

Accessing and utilizing IMS data and IDC products and services

OSI Field Inspectors

Worldwide Only to their group curricula

OSI field inspections

Officials of PMOs Worldwide Only to their group curricula

Legal aspects of Treaty, overview of CTBT Verification regime

Commission Staff Vienna, Austria

Only to their group curricula

Business skills, computer desktop skills, job-specific skills, Quality Management skills, Result-based Management skills, Project Management skills

3. Scope of the Work This document calls for the localization and delivery of the following e-learning products:

1- MON07 - Operation of the IMS Network 2- MON13 - Management of T&E-PCA Contracts 3- MON14 - Reporting by Station Operators


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4- MON16 - Calibration Check of a Microbarometer 5- MON17 - Information Security Awareness 6- MON18 - Introduction to PKI5.

The legacy e-learning modules (items 1-6 in the above list) were migrated to Storyline format and are each approximately one hour in duration. These modules feature narration with captions as well as on screen text and interactions. Narration/voiceover (human only) will be required as a deliverable in the localized modules. The CTBT Tutorials are an introductory resource and were designed natively in English. The tutorials are primarily plain-text based and are supplemented with digital media such as videos, diagrams and photos, and require approximately 20 minutes to complete. The contractor will localize the content from the English version into other 5 UN languages. The localized modules have to be in Storyline format using a standard e-learning authoring tool.

4. Planned Work The services shall be provided for the period from the Effective Date of the Contract and be divided into the following deliverables: Deliverable 1: E-Learning Module, Operation of the IMS Network Deliverable 2: E-Learning Module, Management of T&E-PCA Contracts Deliverable 3: E-Learning Module, Reporting by Station Operators Deliverable 4: E-Learning Module, Calibration Check of a Microbarometer Deliverable 5: E-Learning Module, Information Security Awareness and Spanish Deliverable 6: E-Learning Module, Introduction to PKI. Start Date: Effective Date Date of Completion: To be Determined The planned work consists of the following activities:

i) Kick-off meeting;

ii) Contractor’s review of existing e-learning modules in legacy formats;

iii) Gathering the modules from the PTS;

iv) Draft localization of the modules to the Commission for comment and revision;

v) Incorporation of feedback and revisions and finalization of module;

vi) Handover of SCORM packages and project files for publication on Knowledge and Training Portal and handover of project files as well as documentation, and hands-on support during the publishing of the modules on the LMS and other platforms as needed.

The Commission shall issue signed Work Orders for each task prior to the commencement of each work request, detailing the respective requirements.


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5. Translation requirements

i) Accuracy: Consistently and accurately conveys the meaning of the original text;

ii) Style: The translation into (Arabic/Chinese/English/ French/Russian/Spanish) reflects the style of the original and the intended readership of the document and renders faithfully all nuances of the original text and/or content;

iii) Terminology: Use of correct terminology and appropriate references;

iv) Editorial: The translated documents and materials are free from spelling mistakes,

grammatical and other editorial errors.

6. Deliverables 6. 1. Technical requirements The contractor should localize the online CTBT educational modules and CTBT Tutorials with the following requirements:

i) The localized e-learning modules must conform to Sharable Content Object Reference Model (SCORM) standards and TinCan/xAPI for scenarios when the modules are not hosted on a LMS. E-learning development shall be done using Articulate Storyline/Authoring Tool

ii) The e-learning modules should be developed in a way that allows the CTBTO to perform easy and instant updates of the educational contents and materials..

6.2. Functionality requirements for the target audience:

• The user should have the ability to stop or pause the module during any phase. • Users should have the ability to review in-module assessments exercises. The localized voice over has to be narrated by human and not by software.

The completed products shall be the property of the Commission and shall be branded as such. The Contractor shall provide the following deliverables and a schedule of those deliverables before beginning the work.

6.3 Reports:

i. Status reports containing financial and technical components;

ii. Inventory of Learning Objects used (upon completion);User test feedback reports;

iii. Final Report.

7. Terms of Contract


Page 8 of 8

Performance of the Work may commence after signature of the Contract until Date/Month/2020, to the extent requested by the Commission. The Contractor must be available to participate in regular meetings at the Commission.

8. Required Technical Skills of the Contractor The Contractor performing the Work must have the key staff with following proven qualifications:

i) University degree in linguistics, particularly in one of the official UN languages, for the translation part of the contract;

ii) University degree in computer science, or in a related field with a strong emphasis on e-learning, instruction design, web design, and graphic design for the technical part of the contract;

iii) Between10 to 15 years of relevant work experience;

iv) Demonstrated ability to work with subject matter experts in the localization of e-learning modules which deal with complex topics or detailed procedures resulting in effective e-learning resources;

v) At least 3 years of recent experience in use of HTML and CSS in support of e-learning development;

vi) Demonstrated experience in developing SCORM packages, working with TinCan/xAPI and working with common e-learning management systems such as Moodle.

vii) Demonstrated experience with Articulate Storyline/Authoring Tool

Table 3 Overall List of Existing Modules and Status

MODULES Current Status

STORYLINE TRANSLATION

MON07 - Operation of the IMS Network Y NYD

MON13 - Management of T&E-PCA Contracts Y NYD

MON14 - Reporting by Station Operators Y NYD

MON16 - Calibration Check of a Microbarometer Y NYD

MON17 - Information Security Awareness Y NYD

MON18 - Introduction to PKI Y NYD

Y = Done, NYD= Not Yet Done, translation will be required.