unicef~ for every child · proposal, by sending an e-mail to nmar ov c@un ce.0 g or fax to +381/11...

unicef~ for every child

United Nations Children’s Fund Telephone (381 11) 3602 100Officeforserbia Fax (381 11)3602 199P.0.Box 644Svetozara Markovica 58 E-mail belgrade~unicef.org11000 Belgrade Web %w~,unicef.org/serbia

REQUEST FOR PROPOSAL

RFP -2019— 9145988 9 January 2019

UNITED NATIONS CHILDREN’S FUND (UNICEF)

Wishes to invite interested companies for provision of the Video and Production Services

SEALED proposals should be sent to:UNICEF BelgradeSvetozara Markovica 5811000 BelgradeBid Reference RFP 2019—9145988 Video and Production Services

Alternatively E-MAILED to [email protected] in two separate emails with attachments.Attachments must be password protected.

(A) Technical proposal(first envelope or one separate e-mail; attachment password protected)The reference RFP 2019—9145988- technical proposal

(B) Financial proposal(second envelope or one separate e-mail; attachment password protected)The reference RFP 2019—9145988- financial proposal

IMPORTANT - ESSENTIAL INFORMATION

Bidders are requested to confirm no later than 21 January 2019 their intention to submitproposal, by sending an e-mail to nmar ov c@un ce .0 g or fax to +381/11 3602-199.

Proposal form RFP 2019 — 9145988 must be used when replying to this invitation. Thereference RFP 2019 — 9145988 Video and Production Services must be indicated in thesubject of the e-mails as indicated above.

Proposals must be received by latest 14:00 hours (local time) on 25 January 2019. Proposalsreceived after the stipulated date and time will be invalidated.

Passwords for the protected attachments should be sent in separate e-mail to the followinge-mail address: [email protected]

Aclive in mare than 190 countries and terrilories through country programmes and Nalional CommitteesWe are UNICEF the United Nalions Childrens Fund

unicef~ for every child

It is important that you read all the provisions of the bid, to ensure that you understandUNICEF’s requirements and can submit a proposal in compliance with them. Note thatfailure to provide compliant proposals may result in invalidation of your proposal.

Due to the nature of this RFP, there will be no public opening of proposals.

UNICEF will only evaluate proposals complying with the mandatory requirements setout in the this Request for Proposal and Terms of Reference.

In accordance with UNICEF Rules and Regulations the award and the reasons for making theaward are UNICEF’s internal decision and information about other bidders or their bids mustnot be divulged.

The invitation for submission of proposals does not obligate signing of the contract withbidders, nor does it assume the obligation to pay the costs of preparing the bids. UNICEFaccepts no responsibility for undelivered proposals, and will not accept proposals after theclosing date and time

Active in more than 190 countnes and territories through country programmes and National CommitteesWe are UNICEF the United Nations Children s Fund

United Nations Children’s FundUNICEF BelgradeS. Markovica 58 Telephoneunicef(â) BELGRADE FacsimileSerbia Email belgrade~unicef.org

REQUEST FOR PROPOSAL FOR SERVICES

LRPS-201 9-9145988 09 January 2019

UNITED NATIONS CHILDREN’S FUND (UNICEF)

Wishes to invite you to submit a proposal for

Long Term Agreement for Video and Production Services

XXXXXXXX FAX/LETTER NOT SPECIFIED IN ‘PREPARE ITB (ZMRQ)’ XXXXXXXX

REQUEST FOR PROPOSAL FOR SERVICES Page 1 of 16 LRPS-2019-9145988

unicef*THIS REQUEST FOR PROPOSAL FOR SERVICES HAS BEEN:

Prepared By:

___________________________________________________ Date:Natasa Markovic(To be contacted for additional information, NOT FOR SENDING PROPOSALS)Email : nmarkovic~unicef.org

Approved By:

_________________________________________________ Date: _______________

Marko Gavric


unicef(Q)REQUEST FOR PROPOSAL FOR SERVICES FORM

This FORM must be completed, signed and returned to UNICEF.Proposal must be made in accordance with the instructions contained in this Request forProposal for Services (RFPS).

TERMS AND CONDITIONS OF CONTRACTAny Contract resulting from this RFPS shall contain UNICEF General Terms and Conditions forInstitutional and Corporate Contracts and any other Specific Terms and Conditions detailed inthis RFPS.

INFORMATIONAny request for information regarding this RFPS must be forwarded by email to the person whoprepared this document, with specific reference to the RFPS number.

The Undersigned, having read the Terms and Conditions of RFPS No. LRPS-2019-9145988 setout in the attached document, hereby offers to execute the services specified in this document.

Signature: ____________________________________

Date: ________________________________

Name & Title: ______________________________

Company: __________________________________

Postal Address: __________________________________

Tel No: ______________________________

Fax No: ________________________________

E-mail Address: __________________________________

Currency of Proposal: __________________________________

Validity of Proposal: __________________________________

Please indicate which of the following Payment Terms are offered by you:

10 Days 3.0% 15 Days 2.5% 20 Days 2.0% 30 Days Net Other_____


unicefiQ)Item Service Description Quantity Unit Unit Price Price

10 Long Term Agreement for Video and Produc

Long Term Agreement for Video and Production Services

Background and Justification:The UNICEF Office in Serbia needs Video and Production Services for UNICEF activities in Serbia, activities orspecial events supported by UNICEF, activities of UNICEF National Ambassadors and the situation in the countryrelated to selected topics that fall under UNICEF#s scope of work.

Purpose of the assignment:

The purpose of the consultancy is to video document the situation of children and families in Serbia, UNICEFSerbia#s work and its impact on children and their families.

Work Assignments and Deliverables-Film high quality (HD), professional video and sound footage of selected UNICEF activities, highlightingprogramme best-practices and their impact on children and their families, as well as conferences, meetings andspecial events, including with UNICEF Serbia Ambassadors.-Edit video files to produce clips and/or short documentaries in mp4 format and requested length (up to 30 sec; 1-3minutes; 3-5 minutes; 15 #10 minutes; 10-15 minutes; 15-30 minutes)-Include graphics, voice-over in Serbian and in English languages and/or subtitles (at no extra cost) when required-When requested, produce a package with the following componentso Split cut pieceo Script and shot list with full names, ages and titles of each character in the storyo B-roll selects (at least 5 minutes) and B-roll shot listo Compression: H.264 video at 12000kbps; AAC Audio at 256kbps-Submit to UNICEF Video Subject Release forms signed by all participants, including parents or legal guardians ofchildren under the age of 18Reporting Requirements:Details on how work should be delivered:-Videos via e-mail or USB-Subject Release forms signed by all participants, including parents or legal guardians of children under the age of18, scanned and in pdf format, via e-mail

Support provided by UNICEF:-Detailed briefing for each assignment-UNICEF#s video production guidelines, including graphics and branding-Video release form-Permissions for interviewing and/or filming children where needed

Property Rights:UNICEF shall hold all property rights, such as copyrights, patents, and registered trademarks on matters related to,or derived from the work carried through this contract with UNICEF.

Performance indicators for evaluation of results:-Delivery of all materials to specifications-Quality of final, edited products-Timeliness, accuracy and efficiency of work deliveredTiming/duration of contract: January 2019 # January 2020, with a possibility of 1+1-year extension


unicef*)Item Service Description Quantity Unit Unit Price Price

Terms of payment:-Payment will be effected via bank transfer in RSD upon the completion of each specific assignment, and thereceipt of the final product and an invoice.-Transport and DSA costs and will be included into the contract.

Qualifications/specialized knowledge/experience required to complete the task:-Proven experience in developing video and film content-Demonstrated technical competence-Sensitivity in working with children and adolescents-Work experience covering UNICEF#s work, and familiarity with development issues is a plus

Selection criteria:Technical evaluation 70 PointslOopy of Agency the registration documents 25 points2.Work experience 45 points

Price proposal 30 Points1. Price Proposal in RSD - the price list as per the following:-shooting per hour in Belgrade-shooting per half-day in Belgrade (cc 4 hrs)-shooting per day outside Belgrade-editing per final product length:

1-5 mm;5-10 mm;10-15 mm;15-30 mm.

-transportation costs outside Belgrade #price per km-daily allowance cost for overnight stay outside Belgrade - price per day

Supervisor: Communication Officer

Video and Production Services 1 EA

REQUEST FOR PROPOSAL FOR SERVICES Pages of 16 LRPS-2019-9145988

unicef*)SPECIAL NOTES

SPECIAL INSTRUCTIONS

1) OFFERS

SEALED OFFERS MUST BE RECEIVED NOT LATER THAN 14:00, BY THE 25 January 2019at the following address:

United Nations Children’s Fund (UNICEF)Svetozara Markovica 58, 11000 Belgrade, Serbia

OR

ALTERNATIVLY VIA E-MAIL bidding documentation consisting of technical (A) and financialproposal (B) to be sent to the following e-mail address: belgrade~unicef.org

2) Qualified companies are encouraged to submit their Expression of Interest no later than 21January 2019 to [email protected]

3) Technical Evaluation Criteria (first envelope) max 70Technical evaluation (first envelope) or one separate e-mail - attachment password protectedwith the reference RFP-2019- 9145988 Long Term Agreement for Video and ProductionServices:

Technical evaluation (max 70 points) will be based on:Technical evaluation

1. Copy of Agency the registration documents25 points

2. Work experience45 points

Only proposals which receive a minimum of [40] points will be considered further.

4) Price Proposal (second envelope) max 30 pointsor one separate e-mail - attachment password protectedThe reference RFP-201 9- 9145988 Long Term Agreement for Video and Production Services

Price proposal - 30 pointsPrice Proposal in RSD - the price list as per the following:- shooting per hour in Belgrade- shooting per half-day in Belgrade (cc 4 hrs)- shooting per day outside Belgrade- editing per final product lengti-s mm;5-10 mm;10-15 mm;15-30 mm.- transportation costs outside Belgrade #price per km- daily allowance cost for overnight stay outside Belgrade - price per day

5)Passwords for the protected attachments should be sent in separate e-mail to the followinge-mail address: nmarkovic~unicef.org.


unicef~6) Proposal form RFP must be used when replying to this invitation. The reference RFP-2019-9145988 Long Term Agreement for Video and Production Services must be indicated in thesubject of the e-mails as indicated above.

7) Supplier Profile form (document attached) to be completed and submitted to UNICEF.Requested information is for UNICEF’s internal use only and will be treated as confidential.

8) Failure to bid in accordance with the requested terms, may result in automatic invalidation ofyour offer.

9) Any request for additional information or clarification regarding this RFP must be forwarded inwriting to the attention of Natasa Markovic on e-mail: nmarkovic~unicef.org, with specificreference to this RFP.


uniceftêitINSTRUCTION TO PROPOSERS

1. MARKING AND RETURNING PROPOSALS

1.1 Proposals shall be submitted in the manner specifiedearlier in this solicitation document. Detailed submissionguidance at paragraphs 1.7, 1.8 and/or 1.9 should thenbe followed accordingly.

1.2 The Bid Form/Request for Proposal for ServicesForm must be signed, and submitted together with theProposal. The Bid Form/Request for Proposal forServices Form should be signed by the duly authorizedrepresentative of the submitting company.

1.3 Proposals must be clearly marked with the RFP(S)number and the name of the company submitting theProposal.

1.4 Proposers should note that Proposals received in thefollowing manner will be invalidated:

a) with incorrect (as applicable) postal address, emailaddress or fax number;b) received after the stipulated closing time and date;c) failure to quote in the currency(ies) stated in theRFP(S);d) in a different form than prescribed in the RFP(S).

1.5 Technical~ Proposal: The Technical Proposal shouldaddress the criteria and requirements outlined in thisRFP(S), paying particular attention to its schedules/Termsof Reference/Statement of Work and its evaluationcriteria. It is important to note that~ UNICEF activelywelcomes innovative proposals and original solutions tothe stated service/goods need.

NO PRICE INFORMATION SHOULD BE CONTAINEDIN THE TECHNICAL PROPOSAL.

1.6 Price Proposal: The Price Proposal should beprepared in accordance with the requirements contained inthe schedules/Terms of Reference/Statement of Work forthis RFP(S).

1.7 Sealed Proposals (as applicable)

1.7.1 See paragraph 1.1 above concerning applicability ofthis paragraph.

1.7.2 The Proposal must be sent for the attention ofunit/team and address as specified in this RFP/RFPS.Proposals not sent in this manner will be disqualified.

1.7.3 They must be clearly marked as follows:

* Outer sealed envelope:Name of company[RFP(S) NO.f[NAME OF UNIT & UNICEF OFFICE ADDRESS]

* Inner sealed envelope - Technical Proposal (1 originaland 2 copies): Name of company, RFP(S) number -

technical proposal

* Inner sealed envelope - Price Prqposal (1 original and2 copies): Name of company, RFP(S) number - priceproposal

No price information should be provided in the TechnicalProposal.

Proposals received in any other manner will beinvalidated.

1.7.4 In case of any discrepancy between an original anda copy, the original will prevail.

1.7.5 Any delays encountered in the mail delivery will beat the risk of the Proposer.

1.8 Faxed Proposals (as applicable)


1.8.2 Faxed Proposals must be returned to the ONLYACCEPTABLE FAX NUMBER for Proposals as specifiedin this RFP(S) Document. Proposers should note thatProposals received at any other fax number will beinvalidated.

No price information should be provided in the TechnicalProposal.

1.9 E-mailed Proposals (as applicable)


1.9.2 All e-mailed Proposals must be submitted to theONLY ACCEPTABLE E-MAIL ADDRESS as specifiedin this solicitation document. No other recipient should be‘Cc” or “Bcc” in the e-mail submission. Proposals notsent in this manner will be disqualified.

1.9.3 All Proposals submitted by e-mail must besubmitted as email attachments. The Technical Proposaland Price Proposal must be sent as separate attachmentsand clearly indicated as such in the file name (e.g.Company ABC Teclwical Proposal, Company ABC PriceProposal). Email links (e.g. to documents to bedownloaded from cloud based folders) are not acceptableunless otherwise specifically requested. Proposalssubmitted as a link or through a link will be invalidated.

2. OPENING OF PROPOSALS

2.1 Proposals received prior to the stated closing timeand date will be kept unopened. UNICEF will openProposals when the specified time has arrived and noProposal received thereafter will be considered.

2.2 UNICEF will accept no responsibility for thepremature opening of a Proposal which is not properlyaddressed or identified.

2.3 In cases when a Public Opening is held, the invitedproposers, or their authorized representative, may attendthe public Proposal opening at the time, date and locationspecified in the RIP(S) documents.

3. UNGM REGISTRATION

REQUEST FOR PROPOSAL FOR SERVICESLRPS-2019-9145988

Page S of 16

unicef43.1 UNICEF is part of the United Nations GlobalMarketplace(UNGM). Accordingly, all proposers areencouraged to become a UNICEF vendor by creating avendor profile in the UNGM website: www.ungm.org

4. AWARD NOTIFICATION

4.1 UNICEF reserves the right to make a publicnotification of the outcome on an RFP(S) advisinproduct/service, awarded supplier and total value oaward.

REQUEST FOR PROPOSAL FOR SERVICES Page 9 of 16LRPS-2019-9145988

unicef~ANNEX A

GENERAL TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS OF CONTRACT (Services)

Defmittons and UNICEF Supply Website

1.1 In these General Terms and Conditions (Services) the following temss have the following

meanIng:

‘Affiliates’ means, with respect to the Contractor, any of its corporate affiliates nr associates,

‘including parent etuities. subsidiaries, and other entities ‘in which it owass a substantial interest.

‘Confidential lnfnrmation’ means ‘mfomsatinn or data thai in deaignated as coitfidetttial at lie lime of

exchange between the Panics or promptly identified as confidential in writing wtten furnished in

‘intangible form or disclosed orally, and includes information, the confidential or proprietary nattre of

which, is or should be reasonably apparent from the inherent nature, tpuality or characteristics of ouch

‘information,

‘Contract’ means the services contract that incorporates these General Terms and Conditions of

Contract (Services). Ii includes contracts for services issued hy UNICEF, whettter or not they are

issued underalong-taruta arrangement or similar contract,

‘Contractor’ meatss tha contractor oatsed ‘in the Contract,

‘Dativerablca’ means the work product and other output of the Services required to be delivered by

Cnntraelor as pare of the Services, an specified in the relevanl sectian of the Contract.

‘Disabling Code’ means any virus, back door, timer or other lioutting routine, instruction or design,

or other malicious, illicit or similar unrequested code thae may have the consequence (whether by

design or unintensionalty) of disrupting, disabling, harming, cireum’.voting srcariey controls or

otherwise impeding in any ounauner the normal operation or performance of (I) any software or aervice

or (ii) any UNICEF information system or oatwork.

‘End User’ means, in the eveol that the Services or Deliverables involve the use of any information

systems, any and all UNICEF emptoyeea. eottsultants and rther persotmel and any other external

users collaborating wish UNICEF, in each cane, authorized by UNICEF 0 access and use tlte

Services and/or Deliverables.

‘Fee’ is defined in Anicte 3.1.

‘Host Goveuveueue’ means a Government with which UNICEF has a programme of development

cooperation, and inctndeu a Goveenmeut of a country in which UNICEF provides humanisarian

assistance,

Contractor’s ‘Key Peraoanel’ are: Ii) Persotmel identified in the proposal as key individuals (an a

minimum, paeinera, managers, senior auditors) to be assigned for participation in the performance of

the Contract; (ii) Peesotmel whose resume suvere submitted with dse proposal; and (iii) individuals

who are daeignaled an key peraotmel by agreement of the Contractor and UNICEF during

negotiatioas,

‘Panics’ means the Conlractor and UNICEF together and a ‘Party’ means each of the Contractor

and UNICEF.

Consraetor’a ‘Personnel’ means the Contracoor’s officials, employees, agents, individual soab~conlraclors

and otlter represcotatives.

‘Security locident’ means, with reop’set to any information system, service or nelwork used ‘in lhe

delivery of the Sen’tccs or Deliverables, one or more events that (a) indicates chat cbs security of

aunt information system, aervicr, or network may have been breached or compromised and Os) that

nunh breach or compromise could very likely compromise the security of UNICEF’s Confidential

Information or weaken or impair UNICEF’s operations. Security locidant ‘includes any actual,

threatened or reasonably suspected unauthorized access to, disclosure of, use of or acqnieilioo of

UNICEF Data that compromises the security, confidentiality, or integrity of the UNICEF Data. or the

ability of UNICEF or End Usera to access the UNICEF Data.

‘Services’ means the services specified ‘in the relavsol sectioo of the Contract.

‘UNICEF Dana’ means any and all information or data in digital form or procensad or held in digital

form that (a) tue provided to the Cootractor by, or on behalf of, UNICEF and/or End Uanra under

she Cooteact or through UNICEF’s and/or End Users’ use of the Services or in connection with the

Services, or Os) are collected by the Contractor in the performance of the Contract.

‘UNICEF Supply Websile’ means UNICEF’s pnblic access wehpage available at

ltttp://anvw.unicef.org/suppty/isdex,jsrocurement,,poticies.html, an may he updated from time to tune.

1.2 Thate General Tenuss and Condilions of Contract, UNICEF’s Policy Prohibiting and

Combatting Fraud and Corruption, slit UNICEF’a Policy on Conduct Promoting the Protection and

Safeguarding of Children, she UN Supplier Code of Conduct and UNICEF’s Information Disclosure

Policy referred to in the Contracl, as well an other policies applicable to lie Contractor, are publiclyavailable on the UNICEF Supply Webnite, TIse Conlractor represents that it has reviewed all such

policies as of the effective date of the Contract.

2. Provision of Services and Deliverables; Contractor’s Persoanet; Sub’Cootrac torn

Provision of Services and Deliverables

2,1 The Contractor will provide hoe Services and deliver the Deliverables in accordance with she

scope of work sat oul in the Contract, including, but uot limited to, the linac for delivery of theServices and Deliverables, and to UNICEF’s satisfaction. Escepl as expressly provided in tite

Contract, the Contractor will be responsible at its sole cost for providing all the nece soaty personnel,

equipment, material and supplies and for making all arrangements necessary for the performance and

completion of the Services and drlivery of the Deliverables under the Conlraci,

2.2 The Contractor sckitowtrdges that, other than as esprernly set out in the Contract, UNICEF

will have to obligation to provide any ansistance to the Contractor and UNICEF makes no

representations an to the availability of any facilities, equipment. materials, systems or licensan wltielt

may be helpful or useful for the fulfillment by the Contractor of its ohligationn under die Contract, If

UNICEF provides access to and use of UNICEF premises, facilities or systems (whether on nile or

rcntotely) to lie Contractor for the purposes of lie Contracl, the Contractor will ensure that its

Personnel or aub’cootractora will, as nil times (a) use such access enelunively for the specific purpose

for which ihe access has been granted and Os) comply wish UNICEF’s security and other regulations

and instractiona for such access and use, including, bus not limited to, UNICEF’s information security

policies. The Contractor will ensure tisat only those of its Personnel that have been authorized by the

Contractor, and approved by UNICEF, hsva access to UNICEF’s premises. facilities or systems.

2.3 The Contractor will use its best efforts to sccommodate reasonable requests for changes (if

any) to lie scope of work of ilte Services or time for provision of the Services or delivery of theDeliverables, If UNICEF requests any material change to the scope of work or lime for delivery,

UNICEF and tite Contractor will nrgoliate any necessary changes to the Contract, including as to the

Fee and the time scisedule under Ilte Contract. Any inch agreed changes will become effective onlywhen they sre set out in a o’nitten ansendntent to the Contract signed by both UNICEF and the

Contractor, Should she Parties fail to agree on any inch changen within thirty (30) daya. UNICEF

wilt hnve the option to terminate she Contract without penalty ootwishtosanding any other provision of

clue Contract.

2.4 The Contractor will neither seek nor accept instructions from any entity other than UNICEF

(or entities authorized by UNICEF to give inslmntious so the Contractor) in connection with thepraviuion of the Services or developmeoi and delivery of the Deliverables,

2.5 Title to any equipment and supplies which may be provided to the Contractor by UNICEF,

wilt remain ‘vith UNICEF, Such eqiuipmeot and supplies will be returned to UNICEF an dtc

conclusion of the Contract or when no longer uaeded by the Contractor i0 use stunt condition an

when they were provided to tht Cootraclor, subject to normal wear and tear. The Contractor will pay

UNICEF the value of any lose of, damage to, or degradation of, the equipment and nupphita beyond

normal wear and tear.

Noo’eonfomting Services and Consequences of Delay

2.6 If die Contractor determines it will be unable to provide the Services or deliver the

Deliverables by the date stipulated in the Contract, the Contractor will (i) ‘usutuedhately consult wish

UNICEF to determine due most espeditious means for delivery of the Services and/or Deliverables;

and (ii) take necessary action to expedite delivery of thr Services and/or Deliverahten, at the

Contractor’s cost (unless the delay is due to force msjture an defined in Article 6.8 below), if

reasonably so requested by UNICEF.

2.7 The Contractor acknowledges that UNICEF may monitor the Contractor’s performance under

Page 10 of 16

unicef*ANNEX A


the Contract and may at any time evaluate the tytality of the Services provided nod lie Deliverables

to determine whether or not the Services and Deliverables conform to the Contract. The Contractor

agrees to provide its fitil cooperation with such perfomtance monitoring and evaluation, at no

additional coat or espense to UNICEF, and wilt provide relevant information as reasonably requested

by UNICEF. including, but not limited to, the date of recet’pt of the Contract, elntaited atatun updates,

costs to be charged and payments made by UNICEF or pend’utg. Neitlter the evaluation of the

Sen’icea and Deliverables, nor failure to undeelake any such evaluation, will relieve thn Contractor of

any of its warranty or other obligations under the Contract,

2.8 If the Services or Deliverables provided by the Contrnctar do not conforna to the requirements

of the Contract or are delivered late or itconaptete. witttout prejudice to any of its other rights and

remedies, UNICEF can, at its option:

(a) by written netice, require the Contractor, at the Contractor’s ctpenae, to rcntedy itsperformance, including any deficiencies in the Deliverables, to UNICEF’s satisfaction within thirty

(30) days after receipt of UNICEF’s notice (or within such shorter period as UNICEF maydetermine, in its sole discretion, is necetnaty an specified in the notice);

(b) require the Contractor to refund all payunents (if any) made by UNICEF in respect of suchnon’conforming or incomplete performance;

(c) procure all or pan of the Servicet and/or Deliverabtee from other sources, and reqttire theContractor to pay UNICEF for any additional cost beyond the balance of the Fee for such Services

and Deliverables;

(d) give written notice to terminate the Contract for breach, in accordance with Article 6.1 below,if the Contractor fails to remedy the breach within the cure period specified in Article 6.1 or if the

breach is not capable of remedy;

(e) require tlte Conlraclor 10 pay liquidated damages as set oat in the Contract,

2.9 Funhtr to Article 11.5 below, Ihe Contractor expressly actanowledges that if UNICEF takes

delivery of Services or Deliverables that have been delivered late or otherwiee not in flaIl compliancewitlt Ilte requirements of the Cotttract, this does nol constitute a ‘vaiver of UNICEF’n rights in

reaped of ouch late or non’conipliant performance.

Cotttrsctor’n Personnel and Sub’Cotttrnctora

2.10 Tht following provisions apply with regard to the Contractor’s Personnel:

(a) TIte proviniom of Article 7 (Etltical Standards) will apply 10 the Contractor’s Pereonoel asexpreanly stated in Article 7.

Os) TIte Contractor will be responsible foe the profesninna] and technical competence of theI°ersottsel it annigtn to perform work under Ihe Contract and will select pmfeesionalty qualified,

reliable and conipetenl individuals who will be able 10 effectively peeforas Ihe obligations under the

Conlracl and who, while doing ao, will respect the local laws and customs and conform to a high

standard of moral and elhirat conduct.

(c) The qualifications of any Personnel whom the Contractor may assign or may propose to asaign

to perform any obligations under the Contract will be substantially thu asme as, or belter tItan, the

qualifications of any peraoanet originally proposed by the Contractor.

Id) Al any time during the lerm of the Contract, UNICEF can make a written request that Ihe

Contractor replace one or more of the aneiguted Peroonnel, UNICEF will not be required 10 give an

explanation or justification for this request. Within seven (7) working days of receiving UNICEF’s

request for replacement the Contractor must replace the Personnel in queation with Personnel

acceptable to UNICEF. This provision also extends to Perootmel of Ilte Contraclor who have ‘account

manager’ or ‘relalionship mmager’ type fltnctiona,

(e) If one or more of Contractor’s Key Personnel become unavailable, for any reason, for work

under the Contract, the Conlractor will Ii) notify Ilte UNICEF cotlracling authority at least fourteen

(14) days in advance; and (ii) obtain the UNICEF contracting authority’s appeoval prior to making

any aubatimtion of Key Personnel. In notifying Ihe UNICEF conlracting anlhority. the Contraclor will

provide an explanation of the eireunantancet necessitating Ihe proposed replacement(a) and aubmil

juslification and qusliftcalion of replacement Pereonnel in sufficient delail to permit evaluation of the

impact on tlte engagemenl.

(0 The approval of UNICEF of any Personnel uanigsed by thu Contractor (including anyrepiscemenl Personnel) will not relieve the Contractor of any of itt obligations under the Contracl.

The Contractor’s Peraonnel, including individual sub-contraciora, will not be considered in any respect

an being Ihe employees or agetuls of UNICEF.

(g) All eapennea of the withdrswal or replacement of the Contractor’s Personnel will, in all caset,

be beme exclusively by the Contraclor,

2,11 TIte Contractor will obtain the prior wrilten approval and clearance of UNICEF for all

‘ntatimtionsl nub-contractors il propoaet 10 nov in connection with the Contract. The approval of

UNICEF of a sub-contractor will not relieve tlte Contractor of any of its obligations under the

Contract, Tite terms of any nub-contruct will be aubjecl to, and will be conutmed in a rnnneter that in

fitlly in accordance with, all of tlte lermn and conditiona of the Conleacl.

2.12 The Contractor confirms that it has reud UNICEF’n Policy on Conduct Promoting Ihe

Protection and Safegusrdittg of Cltildren. The Contractor will ensure that its Personnel understand Ilte

notification reqnuiremetus expected of Item and will entabliah and maintain appropriate measures to

promote compliance with such requirements. TIte Contraclor will further cooperate with UNICEF’s

implementation of this policy.

2,13 The Contractor will supervise its Personnel and nub-contractors and will be fully responsible

and liable for all Services perforated by its Personnel and nub-coetractore and for their compliance

with the terms and conditions of the Contract.

2.14 The Contractor will comply with all applicable inleraalional ttandarda and national laber

laws, roles and regulations relating to the employment of national and international ataff in connection

with tht Services, including, but not limited 10, laws, mien and regulations associated with the

payment of the employer’s portions of income tan, insurance, social uecurily, health insurance,

worker’s compensation, retirement funds, severance or otiter similsr paymenta. Withoul limiting the

provisiona of this Article 2 or Article 4 below, the Contraclor will be fully reuponuible and liable

for, and UNICEF will not be liable for (a) all payments due to ils Personnel and sstb’contmclors for

their services in relation to the performance of the Contract; Os) atty action, ominalon, negligence or

misconduct of the Contractor, its Personnel and subcontractors; Ic) any insurance coverage which

may be ncceesauy or desirable for the purpose of he Contract; Id) Ihe safety and security of the

Contractor’s Personnel and sub-contractors’ personnel; or (r) any cotta, espennet, or claims associated

with any illness, injury, death or disability of the Contractor’s Personnel and sub-contractors’

personnel, it being understood that UNICEF will have no liability or reaponaibitilywilh eegard to any

of the events referred to in this Article 2,14,

3. Fee; Invoicing; Tax Exemption; Payment Terms

3.1 The fec for the Sers’icen in the an,caunt in the currency specified in Ihe fee aeclion of the

Contract (the ‘Fet’), it being understood that nuclu amount is apecified in (toiled States dollsrs ualees

otherwine expressly provided for in the fee section of the Contract. Unlest etpretsly stated otherwise

in the Contract, the Fec is inclusive of all coals, expenses, cltargee or feet that the Contractor may

incur in connection with the performance of ils obligations under the Contract; provided that, without

prejudice no or limiting lee provisions of Article 3,3 below, all dutiea and other lanes ‘unponed by

any authority or entity must be separately identified, II in understood and agreed that the Contractor

will non request any change to the Fee after the Servicea or Detiverables have been provided and that

hue Fee cannot be changed enccpl by written agreement between the Parties before the relevant

Service or Deliverable is provided. UNICEF will not agree to changes to the Fee for modifications

or interprelationn of the scope of work if those medificaliona or interpsetations of thc ucope of workhave olready been initiated by the Conlraclor, UNICEF wilt not be liable to pay for any work

conducled or materials provided by the Contraclor thaI are outside the scope of work or were not

aulltorictd in advance by UNICEF,

3,2 The Contractor will issue invoices 1° UNICEF oaly after the Contractor has provided the

Servicet (or componenla of the Services) and delivered the Deliverables (or inslallmtntt of the

Deliverabten) in accordance with the Contract and to UNICEF’s satisfaction. TIte Contractor will inane

(a) one (I) invoice in respect of the payment being nought, in the currency specified in the Contract

and in English, ‘mdicating the Contract identification number hated on Ilte front page of Ihe Contracl;

and (Is) provide a clear and specific deseription of the Servicca provided and Deliverables delivered,

as well as supporting documentation for reimbursable expenses if any, in sufficient detail to permit

UNICEF to verify the amounts stated in the invoice,

3,3 TIne Contractor authorizes UNICEF to deduct from Ihe Contractor’s invoices any amount

Page 11 of 16

unicef*)ANNEX A


repreuetst’mg direct taxes (escepi charges for utilities services) said customs restrictions, dunes and

charges of a similar nature in respect of articles imported or exported for UNICEF’s official use in

accordance witls the exemption frost lax in Article II, Section 7 of site Convention of the Privileges

and lusutsunities of ‘he United Nations, 946. In the event arty governmental authority refuses to

recognize this exemption from taxes, restrictions, duties or charges, the Contractor witi hnracdistely

consult with UNICEF to determine a mutually acceptable proccdure. Tire Contractor wilt provide full

cooperation to UNICEF with regard to securing UNICEF’s exemption fmm, or refund of amounts

paid ax, value-added taxes or taxes of a similar nature,

3.4 UNICEF will notify the Contractor of arty dispute or discrepancy in the content or form of

any invoice. With respect to disputes regarding only a portion of such invoice, UNICEF wilt pay the

Contractor the amount of tite sndisputed portion in accordance with Article 3.5 betow. UNICEF and

the Contractor will consult in good faith 10 prompily resolve any dispute with respect to any invoice.

Upon resolution of anch dispute, any amounts that have not been charged in accordance wilt the

Contract will be deducted from the invoice(s) in which they appear and UNtCEF wilt pay any agreed

remaining itema in Ite invoice(s) in accordance with Article 3.5 within thirty (30) days after the fmsl

resolution of aunt dispute.

3.5 UNICEF wilt pay tlte uncontested amount of the Contractor’s invoice within thirty (30) days

of receiving both the invoice and the required supporting docunsentu, an referred to in Article 3,2above, Tite amount paid will reflect any discount(s) shosus under the payment terms of the Contract.

The Contractor will not be entitled to intereat on any late paytssrns or any sums payable under the

Contract nor any scented interest on payments withheld by UNICEF in connection with a dispute.

Payment will not relieve the Contractor of its obligations under the Contract and wilt not be deemed

to be acceptance by UNICEF of, or waiver of any of UNICEF’s rights with regard to, the

Contractor’s performance,

3.6 Each invoice will confirm the Contractor’s bank account dctaits provided to UNICEF as part

of the Contractor’s registration process with UNtCEF. AtI payments due to the Contractor under the

Contract will be made by electronic funds transfer to that bank account. tt is the Contractor’s

responsibility to enmre tltst the bank details supplied by it to UNtCEF are up’to’date and accurate

and notify UNICEF in writing by an astltorized representative of the Contractor of any changes in

bank details togetlter wilt supporting documentation tatisfacloty to UNtCEF.

3.7 The Contractor aclmowledges and agrees that UNtCEF may wittthotd payment in respect of

any invoice if, in UNICEF’s opinion, the Contractor han not performed in accordance with the terms

and conditions of the Contract, or if the Contractor has not provided sufficient documentation in

aupport of tise invoice.

3.8 UNICEF wilt have the rigist to ret off, against any amount or amounts due and payahte by

UNICEF to 1st Contractor under tise Contract, any payment, indebtedness or other claim (including,without limitation, any overpayment made by UNICEF to the Contractor) owing by the Cootractor to

UNICEF under she Contract or under any other contract or agreement between the Parties. UNtCEF

will not be required to give site Contractor prior notice before exeret’uing this right of set’off (such

notice being waived by site Contractor). UNtCEF wilt promptly notity the Contractor after it han

exercised such rigtst of set’off, explaining the reanons for such set’off, provided, however, that the

failure to give such notification will not affect the validity of ouch set’off.

3.9 Each of list invoices paid by UNtCEF may be subject to a pun-payment andit hy UNICEF’s

exteroat and internal auditorx or by other antttorired agents of UNICEF, at any time during the term

of the Contract and for three (3) years after the Contract terminates. UNtCEF will be entitled to a

refund from the Contractor of amounts such audit or audits determine were not in accordance with

the Contract regardless of the reanona for such payments (inctnding but not timittd to ttrt actions or

inactions of UNICEF stuff and other pcrsounet).

4. Representations and Warranties; todenutification; tnaursnce

Representations and Warranties

4. t The Conaractoe represents and warrants that an of tite effective date and throughout the term

of the Contract: (a) the Contractor ban the full authority and power to enter into the Contract and to

perform its obligatisns under Itt Contract and the Contract is a legal, valid and binding obtigation,

enforceable against it in accordance with its tense; (b) all of the information it han previoustyprovided to UNICEF, or ttsst it provides to UNICEF during the term of the Contract, concerning the

Contractor and thr provision of the Services and tire delivering of the Deliverabtea is tree, correct,

accurate and not misleading; (c) it is fmancially solvent and is able to provide the Services to

UNtCEF in accordance with the terms and conditions of the Contract; (d) it han, and witl maintain

titrouglsout the term of the Contract, alt tights, ticenses, authority and resources necesss,3’, as

applicable, to provide sIte Services and deli’,er the Detiverabtes to UNtCEF’a satisfaction and to

perform its obtigationa under the Contract; (c) the work product is and will be originat to theContractor and does not and witi not infringe any copyright, trademark-, patent or other pmprietaey

right of any tltird party; and (0 escept na othervvise etpressty stated in the Contract, it han not and

will tot enter into any agreement or arrangement that restraim or restricts any person’s rights to

use, sell, dispose of or otherwise deat with any Detiverabte or other work resulting from theServices. The Cotttractor will fulfill its consusilraents ;vith the fullest regard to tlte interests of

UNICEF and will refrain from any action which raay adversely affect UNICEF or the United

Nations,

4.2 The Contractor further represents and warrants, an of the effertive date and throughout the

term of tlte Costract, that it and ita Persotmet and sub-contractors witt perform site Contract andprovide tire Sen’icea and Deliverabtea (a) in a professional and worimiaatlike rammer; (b) with

reanonabte cane and skill and in accordance with the highest professional standards accorded to

professionals providing tlte satne or substantially similar senicea in a same industry; (c) with priority

equal to that given to the same or similar services foe the Contractor’s other clients; and (d) in

accordance with all laws, ordinances, rates, and regulations bearing upon the performance of itsobligations under the Contract and the provision of the Services and Deli’,-erabtes,

4.3 TIte representations and warrantiea made by the Contractor in Articles 4,1 and 4.2 above am

made to and are for tlte benefit of (a) each entity (if any) that makes a direct fanancial contribution

to UNtCEF to procure tlte Services and Detiverabtes; and th) each Govertszsens or ottter entity (if

any) that receives the direct benefit of tite Sen-ices and Deliverables.

tndeutmiftc at ion

4,4 TIse Contractor will indemnify, hotd and save harmless and defend, at its own espense,

UNICEF, its officials, employees, consuttants and agents, each entity that makes a direct financial

contribution to UNICEF to procure Itt Sen’ices and Deliverablen and each Government or otiter

entity that receives the direct benefit of the Services and Deliverables, from and against all auita,

claims, den,mtde, louses and liability of any nature or kind, inctnding their costs and expenses, by

any third party and arising out of the acts or omissions of the Coatractor or its Personnel or

sub’contractors in the performance of Itt Contract. This provision witi extend to but sot be limited to

(a) claims and liability in the nature of workers’ compensation, (Is) product liability, and (c) any

actions or etaims pertaining to the alleged infringement of a copyright or other intettecmal property

rights or licenses, patent, design, trade-name or trade-mark arming in connection with the Detiverables

or other liability arising out of the use of patented inventions or devices, copyrighted material or

other intellectual property provided or licensed to UNICEF under the terms of the Contract or used

by site Contractor, its Personnel or sub-contractors in the performance of the Contract.

4.5 UNICEF witi report any such euita, proceedings, claims, demands, tomes or liability to the

Contractor within a reasonable period of time after having received acmat notice. The Contractor will

have sote control of she defence, settlement and compromise of any such null, proceeding, claim or

demand, except wilt respect to the anseruios or defence of the privileges and instnunitiea of UNICEF

or any matter relating to UNICEF’s privileges and itmnunitiea (inctnding matters retating to

UNICEF’s relations with Host Govermnents), which an between the Contractor and UNICEF onlyUNICEF itself (or relevant Governmental entities) wilt assert and maintain, UNICEF will have the

right, st its own expense, so be represented in any such suit, proceeding, ctsim or demand by

independent counsel of its ows choosing,

tnaurance

4.6 The Contractor wilt compty with the following insurance requirements:

(a) The Contractor will have and maintain in effect with reputable insurers and in sufficientamounts, ‘utsurance against all of the Contractor’s risks under the Contract (including, but not limited

to, the risk of claims arising out of or related to the Contractor’s performance of the Contract),

including the following:

(i) tnstsrance againu all risks in respect of its property and any equipment used for the

performance of the Contract;

(ii) General liability insurance sgsinat all risks in respect of the Contract and claims arising out of

the Contract in an adequate amount to cover all claims arising from or in connection with the

Contractor’s performance under the Contract;

Page 12 of 16

unicef*~ANNEX A


(iii) All appropriate workers’ compensation and employer’s liability insurance, or its equivalent,wills respect to its Personnel and sub-contractors Is cover claims for death, bodily injury or datnage

to property arising from she performance of the Contract; and

(iv) Such other insurance as may be agreed upon in writittg between UNICEF and the Contractor.

Diacloser’s Cotafidential lnforutaation as the Recipient uaea for its osos Confidential lnforutaation and

wilt sass the Diseloaer’a Confidetttiat Information nolely for lie propose for whirh it was dincloaed to

the Recipient- The Recipient will not diaclose the Disctoaer’n Confidential Information In any other

patsy:

(b) TIte Contractor will mainnain tlte insurnatce coverage referred to in Article 4.6(a) above during

the term of the Contract and for a period after tIle Cottract terminates extending to the end of any

applicable limilaniom period with regard to claims against which the insurance ia obtained.

(e) The Contractor wilt be maponsible to fund all ansoante within any policy deductible or

retenlion,

(d) Except with regard no Ilte ineurance referred 10 in paragraph (a)(iii) above, the insurancepolicies for liar Contracnor’n insurance required under tltia Article 4.6 will (i) name UNICEF as an

additional insured; (ii) include a waiver by the insurer of atsy aubmgation rigltta against UNICEF; and

(iii) provide that UNICEF will receive thirty (30) days’ written notice from the innurer prior to any

eancellanion or change of coverage.

(e) The Contractor will, upon retpaeal, provide UNICEF witlt natiafactory evidence of the insurancerequired under litia Article 4.6.

(f) Compliance with the insurance requirements of nhe Contract will not limit tlte Contractor’s

liability either under she Conlracl or otlieraviae.

Liability

4.7 The Connractor wilt pay UNICEF promptly for all loan, destntction or damage to UNICEF’a

property caused by the Contractor’s Pernotmel or aub-coturactorn in the performance of the Contract,

5. Intellectual Property and Other Proprirlaly Riglnta; Dais Protection; Confidentiality

Inleltecenal Property and Other Proprienaty Rights

5,1 Unless otherwise expressly provided for in tIle Connract:

(a) Subject to pacagraph ~) of this Article 5.1, UNICEF will be entinled no all intellectual property

and other proprielary rights including hat not limited to putenla, eopyrigltts and trademarks, with

regard to products, processes, inventions, ideas, know-how, doeunicntn. dana and other snateriala

(‘Contract Materials’) than ii) the Contractor develops for UNICEF under the Contract and wlnich

bear a direct relation to the Contract or (ii) are produced, prepared or collected in consequence of, or

during the course of, the performance of the Connrae t. The Irma ‘Contract Materiala’ ‘meluden, but ia

not limited to, all maps, drawings, photograplo, plana. reports, recommendationu, estimates.

doeuntentn de’,stoped or received by, and all otlner data compiled by or received by, tlte Contractor

under the Contract. The Contractor acknowledges and agreen list Contract Maneriala constitute works

made for hire for UNICEF. Contract Materialn will be treated an UNICEF’s Confidential Information

and will be delivered only no aunhorized UNICEF officials on enpiry or termination of the Contract,

(b) UNICEF will not be entitled to, sad will not claim any owneroltip intereol in, any intellectualproperty or other proprietary righna of the Contractor that pee-existed the performance by the

Conlraclor of its obligationa under the Conlracl. or that the Conlractor may develop or acquire, or

may Itave developed or acquired, independently of the performance of ill obtigatinon under the

Contract, The Contractor grauals to UNICEF a perpetual, non-exclusive, royalty-free license to use

such intellectual property or other proprietary rights aolely for she purposes of and in accordance wish

the requirements of the Contract.

(e) Al UNICEF’a request. the Contractor will lake all necessary slaps, execute all necessarydocuments and generally assist in aecurittg ouch proprietary rights and transferring them (or, in the

ease, ‘mtellecttaal property referred to in paragraph th) above, licensing) them to UNICEF in

compliance with the rrquiramenla of the applicable law and of the Contract.

Confidentiality

5.2 Confidential Informalion thai is considered proprietat3’ by either Party or that is delivered or

disclosed by one Pasty (‘Discloser’) to the other Pacey (‘Recipient’) during the course of performance

of the Contract or in cotuieclion with the subject matter of the Contract will be held in confidence by

the Recipient, The Recipient wilt use the name care and discretion to avoid disclosure of the

(a) except to those of its Affiliates, employees, officials, representatives, agents and sub-contractors

who have a need to know such Confidential Information for purposes of performing obligations under

the Coniraet; or

(I,) unless the Confidential Information (1) is obtained by tile Recipiettt from a third parry without

reetriction; (ii) 15 disclosed by the Discloser to a third party winhost any obligation of confidentiality;

(iii) ~t imomx by the Recipient prior to diseloasre by the Discloser; or (iv) at any time is developed

by the Recipient completely independently of any diaeloanares under Ilte Contract.

5,3 If tha Contraclor receives a mquesn for disclosure of UNICEF’a Confidential Information

purnuanl to any judicial or law enforcement process, before any auch disclosure iu made, the

Contractor (a) will give UNICEF sufficient notice of such reqseat in order to allow UNICEF to have

a reasonable opportunity to secure the intervention of the relevanl national governnxenl to establish

protective measures or take such other action as may be appropriate and th) will so advise sherelavant authority that requested disclosure. UNICEF may disclose nba Contractor’s Confidential

Information to the extent required pursuant to resolutions or regulations of its goveraing bodies,

5,4 The Contractor may not conasutunicale at any time to any other person, Govertunent or

aulhority exteraal 10 UNICEF, any information Snows to it by reason of its association with UNICEF

that has not been made public, except with the prior writnen authorization of UNICEF; nor will the

Contraclor at any lime use such information to private advantage.

Data Protection and Security

5.5 The Parties agree that, as beto’een them, all UNICEF Data, Iogcnher with all rights (including

intelleclual property and proprietary rights), title and interco to such UNICEF Dana, will be the

exclusive property of UNICEF, and the Contraenor has a limited, nonexelunive licettae to access and

use the UNICEF Data an provided in the Contract solely for the purpose of performing its obligations

under the Contract, Excepa for the foregoing ticenue, the Contractor will Itave no other rigitta,

whether express or implied, in oc to any UNICEF Data or lie coatene,

5.6 The Contractor confirms that it has a data protection policy in place nhan meets all applicable

data pmteclion standards and legal requiremenlu and that it will apply such policy in nile collection,

slorage, use, processing, retention and deutmclisn of UNICEF Data, The Connractor will comply with

any guidance or conditions on access and disclosure notified by UNICEF to Contractor in respect of

UNICEF Data.

5,7 The Conlractor ‘viii use its reasonable efforte to ensure the logical aegregalion of UNICEF

Data from other ‘ntforunation to the full eat extent possible. The Contractor will use safeguards and

controls (such an administrative, technical, physical, procedural and securisy infrasnrttcturen, facilities,

tools, teclmologies. pracniceu and other protective measures) that arc necessary and sufficient to mccl

the Contraetort confidentiality obligations in this Article S as they apply to UNICEF Data. At

UNICEF’s request, the Contractor will provide UNICEF with copies of the applicable policies and a

description of the safeguards and controls that the Contractor uses 10 fulfil its obligations under this

Article 5.7; provided that any such policies and description provided by tite Cotttractor will be treated

as the Contractor’s Confidential Information under the Contract, UNICEF may assess the effectiveness

of these safeguards, controls and protective measurea and, at UNICEF’a request, the Contraclor will

provide its flail cooperation with any such asaeasmenn at no additional coat or expense to UNICEF.

The Contractor wilt nor, and will ensure that its Perootutel wilt not, transfer, copy. remove or alorc

UNICEF Data from a UNICEF location, nelwork or system without the prior wrilieu approval of an

authorized official of UNICEF.

5.5 Excepn as otlterwise espresaly stated in the Contract or with UNICEF’s express prior writtenconacztt, the Contractor will not iltnlall any application or other software on any UNICEF device,

nenwork or nyatem. The Contractor represents and warrants to UNICEF thai the Serelcea and

Deliverables provided under tlte Contract will nol contain any Disabling Code, and that UNICEF will

not otherwise receive from the Conlraelor any Disabling Code las the performance of nhe Contracn.Withoul prejudice to UNICEF’s oiher rights and remedies, if a Disabling Code in identified, the

Contractor, at its sole coil and expense. will take all steps nreeasaay In: (a) mnnore and/or rceomnrtten

any and all UNICEF Data lost by UNICEF and/or End Users as a result of Disabling Coda; nb)

furaish to UNICEF a corrected veralon of the Scrsicet withour the presence of Disabling Codes; and

(c) as needed, re-implement the Services,

Page 13 of 16

unicef’*)ANNEX A


s.~ In tlte event of any Security Incident, the Contractor will, as soon as possible following theContractors discovery of such Security Incident and at its ask cost and expense: (a) notify UNICEF

of such Security Incident and of the Contractor’s proposed remedial actions; da implement any and

all necessary damage mitigation and remedial actions: and (c) as relevant, restore UNICEF’s and, as

directed by UNICEF, End Users’ access to the Services. The Contractor will keep UNICEF

reasonably informed of the progress of the Contractor’s implementation of sssctt damage mitigation and

remedial actions, The Contractor at its sole coat and espense, will cooperate fatty with UNICEF’s

investigation of, renscdiation of, andlor response to any Security Incident, If the Contractor fails to

renoir, to UNICEF’s reasonable satisfaction, any such Security Incident, UNICEF can tetminate the

Contract with inuncdiatceffect.

Service Providers and Snb’Contractora

5.10 The Contractor will impose the same requirements relating to data protection and

non-disclosure of Confidential Infomsation, as are imposed upon the Contractor itself by this Article 5

of the Contract, on its service providert, nubcontractors and other third parties and will remain

responsible for compliance wittt anclt reqniremenls by its service providers, subcontractors and other

third panics.

End of Contract

the C ontract is ennailed or terminated, whctlter in witoir or in part. UNICEF can also terminate the

Contract on sissy (60) day’s written notice to the Contractor without having to provide any

jtsstit’tcation.

6,4 As soon as it receives a notice of tennination from UNICEF, the Contractor will take

‘mstsediate steps to bring the performance of any obligations under the Contract to a close ‘as a

prompt and orderly mmmcc, and in doing so, reduce eapennes to a minimum, and wilt not undertake

any further or additional ronatnitmensa as of and following the date it receives the termination notice.

In addition, ilte Contractor wilt take any ottaer actt’on that may be necessary, or thas UNICEF may

direct in writing, in order so minimise tosses or protect and preserve any pmpeny, whettter tangible

or intangible, related to she Contract that is in the possesnion of the Contractor and irs which

UNICEF has or may be reasonably expected to acquire an inserent,

6,5 If the Contract is terminated by either Party, tite Contractor wilt immediately deliver to

UNICEF any finished svork which has not been detivered and accepted prior to the receipt of a

notice of tenninattoat, together with may data, materials or work’in’procesu retated specifically to the

Contract. If UNICEF obtains the assistance of another party to continue the Services or complete

any unfinished work, the Contractor wilt provide its reasonable cooperation to UNICEF and auch

party in the orderly migration of Services and transfer of any Contract-related data, materials and

work-in-process. The Contractor will at the satnc time remrts to UNICEF alt of UNICEF’s

Confidential Information and will transfer to UNICEF all intellectual and other proprietary information

in accordance with Article 5.5.11 Upon the cspity or earlier termination of the Contract, the Contractor will:

(a) remm to UNICEF all of UNICEF’a Confidential Infortaation, including, bat not limited to.

UNICEF Data, or, at UNICEF’s option, destroy alt copies of such information held by tlte

Contractor or ite sub-contractors and confirm nuclt deuartacaion to UNICEF in writing: and

Sb) will transfer to UNICEF all intellectual and other proprielasy information in accordance witit

Article 5.1(a).

6,6 If the Contract is letutainsted by either Parry no payment will be doe from UNICEF to the

Contractor escept for Services and Deliverables provided to UNICEF’s satisfaction in accordance with

the Contract, hut only if such Services and Deliverables were required or requested before the

Contractor’s receipt of the notice of termination or in she case of trrtnination by the Contractor, the

effective date of such tcruninalion, The Contractor will Itava no claim for any flatliter payment

beyond payments in accordance with this Article 6.6, but will remain liable to UNICEF for all loan

or damages which may be suffered by UNICEF by reason of she Contractor’s default (inclnding but

not limited to coat of the purchase and delivery of replacement or substitute Scrvicrn or DeIi’.’erablcs).6. Termination: Foree Majenre

Tertnainatioa by Either Party for Material Ereach

6.1 if one Party is in material breach of any of its obligations nuder the Contract, the other Party

can give it written notice that within thirty (30) days of receiving such notice the breaclt must be

remedied (if such breach is eapabte of remedy). If the breaching Party does not remedy the breach

within the thirty (30) days’ period or if the breach is not capable of remedy, the non.breaclting Pars)’

can teruninate the Contract. The termination will be effective thirty (30) daysaftcr the non-breaching

Party gives the breaching Pauty written notice of termination, Thr initiation of conciliation or arbisra]

proceedings in accordance with Article 9 (Privilrgen and Immunities: Settlement of Disputes) below

will not be grounds for termination of thr Contracl.

Additional Termination Riglass of UNICEF

6.2 In addition to slat termination rigltta stdec Article 6.1 above, UNICEF can terminate tlte

Contract with intautedtate effect upon delivery of a written notice of termination without any liability

for termination charges or any other liability of any kind:

(a) in the circumstances described in, and in accordance with, Article 7 (Etttiral Standards): or

Sb) if the Contractor breaches any of the peovtaione of Articles 5,2-5.11 (Conftdenliality: DataProtection and Security): or

(c) if the Contractor (i) is adjudged batsitaupt. or is liquidated, or becomes insolvent, or appliesfor a moratorium or stay on any payment or repayment obligations, or applies to be declared

insolvent. (ii) is granted a moratorium or a atay, or is declared insolvent , (iii) maken an aseigemsetst

for the benefit of oae or more of its creditors, (iv) has a receiver appointed on account of the

insolvency of tlte Contractor, (v) offers a settlement in lien of bankrtsptcy or receiverthip or (vi) has

become, in UNICEF’s reasonable judgtnent, subject to a materially adverse change in its fmancial

condition that threatens to substantially affect the ability of the Contractor to perform any of its

obligatiom under the Contract.

6.3 In addition to Gte temtinatton rights under Article 6.1 and Article 6.2 shove, UNICEF can

terminate the Contract at asy time by providing written notice to the Contractor in any case in which

UNICEF’s mandate applicable to the performance of the Contract or UNICEF’s fltnding applicable to

6.7 The termination rights in thin Articte 6 are in addition to all otiter rights and rcmcdics of

UNICEF under the Contract.

Force Majeure

6.8 If one Party is rendered perutsaneatly unable, wholly or in pan, by reason of force majcurc

to perform its obligations under the Contract, the other Party may terminate the Contract on the sante

terms and conditions as are provided for in Article 6.1 above, eacept that tite period of notice will

be seven (7) days inutcad of thins)’ (30) days. ‘Forer majenre’ means any nnforeaeeable and

irresistible events arising from causes beyond the control of the Parties, inclnding ads of nature, any

tel of war (whether declared or not), invasion, revolution, insurrection, terrorism or other acts of a

similar nature or force. ‘Force majeure’ does not ‘mclode (a) any e’.vtt which in caused by the

negligence or intentional action of a Palsy; Th) any event which a diligrnt parry could reasonably have

been enpected to take into account and plan for at the time the Contracl was enlered into; (c) the

insufficiency of funds, ‘mability to make any payment required under tite Contract, or any economic

conditions, including hut not limited to inflation, price escalations, or Iabesr availability: or (d) any

event retaIling from harsh conditions or logistical challenges for Gte Contractor (including civil uttrest)

associated with locations at which UNICEF is operating or ia about to operate or is withdrawing

from, or anyevent cc suiting from UNICEF’a ltumattilarian, emergency, or similar response operations.

7, Ethical Standards

7.1 \Vithout limiting lite generality of Article 2 ahove, site Contractor will be responsible for the

professional and tecimical competence of ila Personnel including its employees and will select, for

work under the Contract, reliable individuals who will perform effecti’.ely in the implementation of

the Contract, respect the local laws and customs, and conform to a high standard of moral and

ethical condnct,

7.2 (a) Tite Contractor represents and warrants that no official of UNICEF or of any United

Nations System organisation has received from or on behalf of the Contractor, or will be offered by

or on behalf of the Contractor, any direct or indirect benefit in coanection with the Cottract,

including the award of the Contract to the Contractor. Such direct or indirect benefit includes, but is

not limited to, any gins, favours or hospitality.

(b) The Contractor represents and warrants that the following requirements with regard to former

Page 14 of 16

unicef1.*ANNEX A


UNICEF officials have been complied with and will be complied with:

(i) During she one (I) year period afier an official baa separated from UNICEF, the Coniracior

may not make a direci or indireci offer of emptoyanent to thai former UNICEF official if thai former

UNICEF official waa, daring ihe iliree years prior 10 aeparaling from UNICEF, involved in any

aspecl of a UNICEF procurement proceaa in which the Coniractor has participaied.

(ii) During ilse Iwo (2) year period after an official has separated from UNICEF, ihai formerofficial may 001, direcily or ‘mdirectly on behalf of the Coniracior, communicate wiih UNICEF, or

present to UNICEF, aboai any masters lint were wilhin aach former official’a reuponaibililiea while at

UNICEF.

(C) The Contracior furaher repreaeala that, in respect of all aspects of lIre Coniratt (‘melading ihe

award of the Conimct by UNICEF so ihe Contractor and ilse aeleeiinn and awarding of snb’contracia

by ihe Cnnsracsor), han disclosed in UNICEF any siluslion thai may conoilate as acinal or

poteniial conflici of iniereas or could reasonably be perceived an a cnnfliri of intereut.

7.3 The Conimcior further represent and warranis sisal neither it nor any of ila Affiliasen, or

Peraosmel or direcsora, is subjeel to any sanction or lemporary anspension imposed by any United

Naiioas Syslem organitatinn or other intemaiional ‘mter’govemnaental nrganisatiori. The Contractor

will inaunediasely disclose 10 UNICEF if ii or any of its Affiliates or Personnel or direcinra, becomes

nubjeci 0 any ascii aancsinn or lemperasy suspension during tlse seem of Ihe Coniraci.

7.4 The Cenimeior will (a) observe lhe higheal asandard of elhics; ~) ute us bess efforts so

proleel UNICEF agsinns fraud, in the performance of she Coniraci; and (c) comply wish she

applicable provisions of UNICEF’s Policy Prohibiting and Combaiiing Fraud and Conauptinn. In

pariicular. the Contracior will nos engage, and will ensure ihai its Personnel, agents and

sub-cnnlmclnrs do nol engage, in any corrept, fraudulent, coercive, coilnaive or obslntclive conduct an

such lerms are defined in UNICEF’s Policy Pmhibiling and Combati’mg Fraud and Comaplion.

7.5 The Contractor will, during the lens of she Conlmcl, comply wilh (a) all laws, ordinances,

lilies and regealasions bearing npon she performance of us obligasiosa under he Coniracl and (b) she

standards of eenduci required under the UN Supplier Code of Cnnducs (available al Ihe Unused

Naiinns Global Msrkelplace websile ‘ wasav.nngm.org).

7.6 The Consracsor further repreaenss and warranls thai sriiher it nor any of us Afrulisseu is

engaged, direelly or indirecily. (a) in any praclice ‘meensissent wilh the riglsis set nul in sheConveniunu on Ihe Rights of the Child, including Article 32, or the Iniemational Labear

Organisatina’s Convention Cnnceming she Prohibiiion and lnsj,sediate Aclion for the Elimination of she

Worsi Forms of Child Laboar, No. 182 (1999): or (b) in Ilse manufacinre, sale, dieiribatinn, or use

of anli-peesoumel mines or components unlined in ihe manufaesure of anti’pernoranel mines,

7.7 The Consmcser represents and warrants ihai it han sites and will take all appropriale measures

to prevent sexual exploitation or abase of anyene by is5 Personnel ‘melading ila employees or any

persons engaged by the Conimcsor to perform any services under ihe Contract. For these pusrposea,

sexual selivily witls ally pereoiu less lists eiglsleen years of age, regasdless of any laws relating 10

conseni, will cnnslilute ihe sexual explnisasion and abuse of such person. In addition, the Consmcior

represents and warranls ihai has laken and will sake all appropriate measures In proluibui us

Pernneuael including its employees or other persons engaged by Ihe Conlraclor, from exchanging any

money, goods, services, or other things of voice, for sexual favours Or activilies or fmm engaging in

any sexual aclivities Ihal are exploitive or degrading 10 any perenn. Tisis provision conslimses an

eesenlial tens of the Conimes and any breach of Ibis represensalinn and warrasuly will enlisle UNICEF

In leiuuuinase Use Contract inumedissely npen notice to site Contrsesor, wiilsoul any liabilisy for

lcrminasion clsarges or any other lisbiliiy of any kind.

7.8 The Cnntmcinr will inform UNICEF an soon an it becomes aware of any incideni or report

thaI is ineonnisteni with Ihe undertakings and confirmations provided in Isis Aeticle 7.

7.9 The Conlraclor acknowledges and agrees thai each of ilue provisions in ilsia Article 7

consulates an essential teem of ihe Conimct.

(a) UNICEF will be entilled, in lie sole dincreiion and at iss sole choice, so suspend or tenninateslse Conirart and any osher contraci beiween UNICEF and the Conimrtor wish inaulediate effees npen

wrilten notice 10 the Contractor if: (i) UNICEF bee omes nsvsre of any incident or report thai is

ineonuistent with, or lie Coniractor breaches any of, Use undertakings and confinnssinns provided in

Ibis Article 7 or lie equivalent provisions of any cnntrael between UNICEF and Ilte Contracsor or

any of the Conimcior’s Afruliales, or (i’Ø the Ceniraesor or any of its Afliliaten, or Personnel or

direcsers becomes sabjecs to aasy sanclion or temporary suspension described in Article 7.3 daring the

senn of Ihe Contract.

~) In the case of mnpensien, if the Conlraelnr lakes appropriate action to address sIte relevantincident or breach 10 UNICEF’s salisfaction wiihin the period stipulaied in lhc notice of suspension,

UNICEF may lift the suspension by wristen notice 10 the Cnnsmetor and Ihe Censrsci and all olhcr

affeesed cnnlescls will resume in accordance with iheir Scums. If, Itowever, UNICEF is not aaiisfied

hal the mailers are being adequately addressed by the Conscartor, UNICEF may si any lime, exercise

its righi to terminalc the Consraci and any ositer conlmrt belwccn UNICEF and the Coaimrtor.

(c) Any suspension or trrtninnlinn under thin Article 7 will be wislsoni any lisbiliiy for serntinatitn

or otlser charges or any other liability of my kind.

8. Full Cnopemiinn with Aediis And Inveatigsiinns

8.1 From time In time, UNICEF may ersdnct inspeclions, pass-payment audits or investigssious

relating 10 any anpeci of lIe Cosiraci including bai aol limilcd to the award of the Conirses, Use way

in which ihe Coniraci opemsea or operaled, and she Panics’ performance of Ihe Cenirsel generally

and including but nol limited to the Coniractor’s compliance with site provisions of Article 7 above.

The Conimcter will pros’ide its full and timely eeoperatinn with any such impeclions, pest-psymeni

andiss or invealigatinna, inelading (saul not limited so) making ils Personnel and any rele’,ani dasa and

dncnntensation available for she purposes nf such inupeelions, pent-payment audils or invesligalione, as

rcanoneble limes and on reasonable condilinns, and granting UNICEF and those underuakisig such

inspections, pott-paymcns sadiss or investigasiana access 10 the Contrscinr’s premises at reasonable

times and on reasonable conditiont in connection with making ils Personnel and any relevanl data and

documentaiion available. The Cosiracior will require us sab-conlractora and us agents, including, hal

nal limised to, ihe Consracsor’s aitomeys, accounsanis or other advisers, In provide reasonable

conpemlion with any inspecsions, pout-paysnent audits or invemigstiona carried eus by UNICEF.

9. Privileges and Iniennnisiee; Seitlemeni nf Disputes

9.1 Nolhing in or misted to she Coniract will be deemed a waiver, espress or implied, delibersie

or innds’eruent, of any of she privileges and inununities of the United Nasionu, including UNICEF and

us subsidiary organs, under the Conveniina nn she Privileges and Insntusuitiet of she Uniled Naiinns,

1946, or oilserwise.

9.2 The seems of ihe Coniraci will be interpreted and applied wiilioss spplicalion of any system of

nauional or sub—national law.

9,3 The Panics svill use their besi efforts to setile amicnbly any diupuie, controversy nr claim

arising oIls of, or reIning In she Coniraci. Where the Parties wials to tcek such an asuuicsble

selilemens tlnsongh cnncilialion, the conciliation will lake place in accordance with slse UNCITRAL

Cnnciliasion Rules then in force, or according so such oiher procedure an may be agreed between the

Panics. Any dinpnie. controversy or claim bcsween Ihe Panics arising out of the Contraci which is

nol resolved within ninely (90) daya after one Party receives a request from tlte other Party for

amicable seltiemeni can be referred by either Party 10 arbilratinn. The arbiimiion will lake place in

accnrdance with ihe UNCITRAL Arbitratinn Rnles Ilten in force. Tltu venae of lIe arbitralion will be

New York, NY, USA. The decisions of the srbisral Iribanal will be based nn general principles of

inlerealional conitnereinl law. TIse arbiiml tribunal will have no aushorisy so award puniiive damagea.

In addition, Ihe aebilral tribunal will have no ausltnrisy to award inieress in excess of the London

Inser-Bank Offered Rase (LIBOR) uhen prevailing and any such interest will be timple interest only.

The Panics will be bound by any arbitration award rendered an a result of suclu arbitralion an the

fmal adjudicannn of any mcli coniroversy, clsim or dispute,

10. Notices

10.1 Any notice, requesi or consent required or perunissed to be given or made pursuant to he

Cnntraci will be in writing, and addrcssed to ihe persona lined in the Coniraci for the delivery of

noiices, requests or contents. Notices, requetis or consents will be delivered in person, by regisiered

mail, or by cnnfinned email transmission. Nolicea, requeuta or conaenls will be deemed received upon

delivery (if delivered in person), npon aignalure of recuipi (if delivered by registered mail) or

Evenly-four (24) hours after confirmation of receipt ie aeni from Ihe addrusnce’n email address (if

delivered by confirmed email transmianion).

10.2 Any nolire, dncnmenl or receipi isnaed in conneciion with the Coniraes mual be cnnsislenl

with the seems and condilions of the Cnnsrsci and, in case of any anahiguuiiy, discrepancy or

inconsistency, ihe teems and cnndiiions of the Conirset will prevail.

Page 15 of 16

unicef*ANNEX A


10.3 All documents that comprise tlse Contract, and all documents, notices and receipts issued orprovided pursuant to or in connection with tite Contract, wilt be deemed to include, and wilt ha

interpreted and applied consistently with, ttte provisions of Article 9 (Privileges and Iteununities;

Settlement of Disputes).

I. Other Peovinistes

11,1 TIte Contractor aelstowledges UNICEF’s commitment to transparency as outlined in

UNICEF’s tnfonnation Disclosure Policy and conftrtna that it consents to UNICEF’s public disclosure

of the tennis of the Contract should UNtCEF no determine and by wttatever means UNICEF

determines.

11.2 The failure of one Pasty no object to or take afftrntsative action with eespect to any condsct

of the other Party which in in viotanion of tIne terms of the Centract will not constitute and witt not

be construed to be a waiver of tine violation or breeclt, er of any future violation, breach or

s.Tnagfnt conduct.

11.3 The Contractor wilt be considered as having the legal status of an independent contractor ae

regarde UNICEF. Nothing contained in due Contract will be conntnned an making the Paniee principal

and agent or jo’mrs’enmreee.

11.4 The Contractor wilt not, without the prior written consent of UNICEF. assign, transfer,

pledge or make other disposieion of rite Contract, or of any pars of the Contract, or of any of the

Contractor’s eights or obligations under the Contract.

11.5 No grant of time to the Contractor to cure a default under tlte Cotttract, oor any detay or

failure by UNICEF to exeeciee any other right or remedy available to UNICEF under the Contract,

will be deemed to prejudice any eights or remedies as’ailable to UNICEF under the Contract or

constitute a waiver of any rights or remedies as’silable to UNICEF under the Contract.

11,6 The Contractor wilt not seek or file soy lien, attachment or otlter encumbrance against any

monies due or to become due under the Contract, and will not pernsit any oilier person to do so. It

will ‘otussediately remove or obtain the removal of any lien, attsctmteot or otlner enenmhrance that it

aecured against any monies due or to become due under the Contracl.

11.7 The Contractor will not sds’ersise or othersvise make public for purposes of conmiereisi

advantage or goodwill that it has a contractual relationship with UNICEF or Ilte United Nations.

Except an regards references to the oame of UNICEF for tlte purposes of annual reports or

comutsunication between the Paetiee and beeween the Contractor and its Personnel and stnb’contrsetora,

the Contractor wilt not, in any manner whatsoever use the nante, emblem or official neal of UNICEF

or the United Nationu, or any abhreviauion of the name of the United Nations, in coaneelioa with its

business or othenvise witisout the prior written pertsisnion of UNICEF.

11.8 The Conurace may be tranetated into languages other than English. The translated version of

the Contract is for convenience only, and the English language version will govera in all

circumstances.

11.9 No modification or change in the Contract, and no waiver of any of its provisions, nor any

sdditiotual contractual relationship of any kind with tlte Contractor wilt be valid and enforceable

against UNICEF unless set ountinswritten ensendtnent to the Contract signed by an authsrised

official of UNICEF,

11.10 The provisions of Articles 2.14. 3.8, 3.9, 4, 5, 1, 8, 9, 11.1. 11.2 and 11.7 wilt surviveprovision of the Services and delisnry of the Deliverables and the expiey or earlier termination of the

Contract.

Page 16 of 16

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