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URequest for Proposal - RFP

Dear Sir or Madam,

Catholic Relief Services (CRS) is issuing a Request for Proposals (RFP) for Fleet Safety Services and Driver Training to CRS Country Programs around the world.

CRS intends to award an Indefinite Quantity Contract (IQC) to Supplier(s) for the provision of such goods and/or services on an on-demand basis during the two-year period with a one-year option. Companies or organizations may indicate their interest in submitting a proposal for the anticipated contract by sending an email indicating their intention to Catholic Relief Services, Attn: Kathleen Mackin – 34TUkathleen.mackin@crs.org U34T by May 11P

thP,

2020

CRS realizes that Bidders may have additional questions after reading this RFP. Interested Bidders can submit their questions to Kathleen Mackin (kathleen.mackin@crs.org) according to the instructions in the RFP.

This RFP does not obligate CRS to execute a contract, nor does it commit CRS to pay any costs incurred in the preparation and submission of the proposals. Furthermore, CRS reserves the right to reject any and all offers, if such action is considered to be in the best interest of CRS.

Sincerely,

Kathleen Mackin

Procurement Specialist – Global Supply Chain Catholic Relief Services

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Request for Proposals For the supply of Fleet Safety Services and Driver Training services

Contracting Entity: Catholic Relief Services (CRS] 228 W Lexington St

Baltimore, MD 21201

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RFP Table of Contents

Section I: General Information

Section II. Required Proposal Documents

Section III. Annexes

Annex 1 – Form of Contract Annex 2 – Supplier Code of Conduct Annex 3 – Supplier Questionnaire & Technical Proposal Bid Form Annex 4 – Financial Proposal Bid Form Annex 5 – Bid Securing Declaration Annex 6 – Nondisclosure Agreement

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Section I. General Information

1.0 Introduction & Purpose

Catholic Relief Services (CRS), an international not for profit non-governmental organization founded in 1943 by the Catholic Bishops of the United States to serve World War II survivors in Europe. Today, it is the official international humanitarian agency of the U.S. Catholic community. It provides support to impoverished and disadvantaged people in over 100 countries overseas based solely on need, regardless of their race, religion or ethnicity. Within the United States, CRS engages Catholics to live their faith in solidarity with the poor and suffering of the world. CRS works with individuals, dioceses, parishes, schools and organizations throughout the United States to offer Catholics at home concrete ways to contribute to the progress of the world by helping the poorest and most vulnerable overseas.

Currently CRS operates a fleet of over 1,375 vehicles and more than 2,000 motorcycles in more than 50 countries. CRS is seeking to partner (service provider/value added reseller) with a safety training provider who can deliver training to its drivers and motorcycle operators. It is our goal to find a solution that improves existing processes and service levels to our approximately 800 drivers, while reducing the total cost of administration for the processes listed below.

The solution needs to meet the following requirements:

• Ability to implement the program in 51 countries, as outlined in the scope of work• Integrate with our Learning Management System, Cornerstone OnDemand• Identify high risk drivers• Provide driver safety training• Provide a driver recognition program

Catholic Relief Services intent with this bid process is to establish a fair and equitable partnership with a market leader in Automotive Safety Services and Driver Training space for the support and management of its fleet of vehicles. The scope of this RFP encompasses all aspects of Driver Training and Safety Services with the goal of choosing the right supplier to support its needs. Using this Request for Proposal (hereafter referred to as RFP) process, it is CRS’s intent to evaluate and select a partner who will best meet the evaluation criteria as defined within this RFP.

Financing for the purchase of goods is provided principally by official development assistance agencies such as the U.S. Agency for International Development (“USAID”), and Global Fund to Fight AIDS, Tuberculosis & Malaria (GFATM). Additional funding comes from CRS’ own resources, foundations, and other sources.

As such, it is our goal to achieve best value for money in focusing CRS’ expenditures to include Fleet Safety Services and Driver Training under an Indefinite Quantity Contract(s). Under these contract(s), CRS seeks to secure preferred pricing, service, and delivery for the

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items included in this agreement. The contract(s) will be for the term of two years with one option year.

Please send any questions relating to the bid via email to Kathleen Mackin kathleen.mackin@crs.org by May 18P

thP, 2020

1.1 Offer Deadline

The deadline for receiving proposals is June 1st, 2020. Bidders shall submit their proposals by email only to:

Email address: kathleen.mackin@crs.org

Email headers should include RFP reference: Fleet Safety Services 2020

Bidders are responsible for ensuring that their offers are received in accordance with the instructions stated herein. Late offers may not be considered.

1.2 Bidding Cost

Bidders are solely responsible to carefully examine all provisions of this RFP. Failure to do so will be at the bidder’s sole risk and expense. Any patent ambiguities or inconsistencies in the RFP will be resolved against a bidder if it fails to seek clarification of the same prior to award.

1.3 Submission of Offers Separate technical and financial proposals must be submitted by email no later than the time and date specified in 1.1. The proposals must be submitted to the point of contact designated in 1.1.

The Bidder must submit the proposal electronically with up to 15 SIZE MB limit per email compatible with Adobe Portable Document (PDF) and MS Excel format in a Microsoft XP environment. Those pages requiring original manual signatures should be scanned and sent in PDF format as an email attachment. All bids must be in the English language.

Bids may not be altered, corrected, supplemented or withdrawn after the Last Bid Receipt Date, except that CRS, at its sole discretion, may permit correction of arithmetic errors, transposition errors, or other clerical or minor mistakes. Other than the mistakes listed in the previous sentence, no mistakes alleged by a bidder after the Last Bid Receipt Date will be permitted to be corrected. Nevertheless, if deemed necessary, CRS may ask, in writing, a bidder for clarification or explanation.

1.4 General Requirements

CRS anticipates issuing a contract to successful bidder(s) that can that can assist CRS in the following goals:

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• Implement the program in 51 countries • Integrate solution with our Learning Management System, Cornerstone OnDemand • Provide driver safety training to all drivers • Identify high-risk drivers operating CRS vehicles • Mitigate and manage the current accident rate

CRS, with the appropriate partner plans on achieving these goals through the following initiatives:

• Determining a baseline accident rate • Assessing all vehicle operators • Providing Driver Safety Training

Companies and organizations that submit proposals in response to this RFP must meet the following requirements:

• Companies or organizations must be legally able to conduct business in country(ies) where the business is registered.

• Companies must demonstrate their ability to supply these services as listed above to CRS platforms worldwide upon award of the contract(s).

• Companies must be able to provide documents establishing eligibility as requested in Section II Required Proposal Documents.

The Bidder must verify in the Bid Submission Form that it does not appear on:

1) The website of the System for Award Management (SAM) formally known as the Excluded Party List System (EPLS): https://www.sam.gov;

2) The website of the United Nations Security (UNSC) sanctions committee established under UNSC Resolution 1267 (1999) (the “1267 Committee”): http://www.un.org/sc/committees/1267/aq_sanctions_list.shtml,

3) The Office of Foreign Assets Control Specially Designated Nationals and Blocked Persons List https://www.treasury.gov/ofac/downloads/sdnlist.pdf

1.5 Conflict of Interest, Anti-bribery and Anti-Corruption Statement

Our CRS values and guiding principles commit us to avoid conflict of interest, and to never accept any form of fraud or corruption in compliance with operational regulations.

It is the policy of CRS that no vendor shall take any action or make any statement intended to influence the action of a CRS employee, to benefit the personal interest of the employee or the employee's family members, rather than the interest of the agency.

CRS employees shall not solicit, request, accept, or agree to accept any significant gift from a CRS partner or prospective partner. A significant gift is defined as any tangible item, service, favor, credit, or discount of value, not available to others, that could influence

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decisions and actions. No monies are to be accepted as a personal gift for any reason whatsoever.

1.6 Source of Funding Financing for the purchase of goods and services is provided principally by official development assistance agencies such as the U.S. Agency for International Development (“USAID”), and Global Fund to Fight AIDS, Tuberculosis & Malaria (GFATM). As such CRS may be bound to abide by the donor regulations where applicable. Additional funding comes from CRS’ own resources, foundations, and other sources.

Any contract resulting from this RFP will be financed by donor funding and may be subject to applicable donor regulations.

1.7 Chronological List of Proposal Events

The following calendar summarizes important dates in the solicitation process. Bidders must strictly follow these deadlines.

• RFP published May 4th, 2020 • Intention to bid sent by – May 11P

thP, 2020

• Deadline for written questions - May 18P

th,P 2020

• Proposal due date - June 1, 2020 • Bidder Presentation to include system walk through - June 2020 • Contract award (estimated)- June 2020 • Implementation to begin (estimated) - July 2020

The dates above may be modified at the sole discretion of CRS. Any changes will be published in an amendment to this RFP.

1.8 Validity Period

Bidders’ proposals must remain valid for 90 calendar days after the proposal deadline.

1.9 Negotiations

CRS reserves the right to conduct post-iterative negotiations. If deemed an opportunity, CRS reserves the right to make separate awards per component or to make no award at all.

1.10 Amendments.

If at any time prior to award, CRS determines there to be a need for a significant modification of the provisions of the RFP, CRS will issue a written amendment to all potential suppliers. No oral statement of any person shall, in any manner, be deemed to alter or otherwise affect any term or condition of this solicitation, and no supplier shall rely on any such statement.

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1.11 Rejection or Award.

CRS reserves the right to reject any and/or all proposals for any reason. CRS also reserves the right to accept any tender in whole or in part and to contract on any of the terms offered or on different terms. It is CRS’ intention to make awards of an Indefinite Quantity Contract(s) pursuant to the solicitation. The specific number of awards will depend on, among other pertinent considerations, the offers received and CRS’ judgment as to the capacity of the bidder. CRS reserves the right to make as many awards as deemed necessary and optimal based on its evaluation of the offers received.

Upon award and execution of contract(s) under the RFP, CRS will notify unsuccessful bidders. CRS will not be bound by any award notice issued under this RFP until a contract is duly signed and executed with the bidder(s).

1.12 Protest

Bidders agree that any protest to this request for proposals must be presented in writing with a full explanation of the Bidders’ concerns to CRS for consideration. At its sole discretion, CRS will make a final decision on the protest.

1.13 Confidentiality

The contents within this document are considered confidential and should be shared with relevant members of your team (staff, consultants or advisors) on a need to know basis. Bidders are responsible for any breaches originating from their Team.

Information relating to the examination, evaluation, and comparison of Bids, and the recommendation of contract award, shall not be disclosed to Bidders or any other persons not officially concerned with such process, even after publication of the contract award.

Bidders are requested to sign and return the Non-Disclosure Agreement in Annex Six.

1.14 Evaluation and Basis for Award

To be determined responsive, an offer must include all of documents listed in Section II: Required Proposal Documents.

A contract will be potentially executed with the Bidder whose proposal is determined to be responsive to this solicitation document, meets the eligibility criteria stated in this section, meets the technical capacity, has the appropriate meet the key personnel, customer service and quality assurance requirements, and is determined to represent the best value to CRS.

This RFP will use a three-stage evaluation process to determine best value. Each proposal will be evaluated and scored against the following criteria.

Stage 1: General Evaluation (Pass/Fail) – The General Evaluation will determine if an offer meets CRS standard criteria and is able to provide the requested goods and/or services.

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Factors taken into consideration include:

• Company Information provided in the Supplier Questionnaire & Technical Proposal on the Supplier Corp tab (Company Info)

• Financial and Legal Standing • Completeness of submission to include requested documentation in Section II:

Required Proposal Documents

Those vendors that pass Stage 1 will be eligible for consideration in Stage 2 & Stage 3.

Stage 2: Technical Evaluation–Factors taken into consideration include:

• Technical Capacity o Quality of service offering o Global reach of training solution o Delivery method o Technology and continuous improvement practices o Ability to integrate with Learning Management System o Customization of program o Customer service levels o Data security o Reporting

• Key Personnel & References

Stage 3: Financial Evaluation

• Basic Client Program Costs • Operational Services Costs • Other Process Fees

Section II: Required Proposal Documents

1.0 Bidder Profile

In support of the Bidder Questionnaire, please include the following documents in your submission:

• Signed Bid Submission Form – Annex 5 • Supplier Code of Conduct – Annex 2 • Non-disclosure Agreement – Annex 6 • Copy of registration or incorporation in the public registry, or equivalent document

from the government office where the Bidder is registered. • Copy of trade license, or equivalent document. • Copy of certificate of authorization to act as an Agent on behalf of the manufacturer • Copy of Official Letter of Appointment as local representative, if Bidder is submitting

a Bid on behalf of an entity located outside the country • Copy of Local Government permit to locate and operate in assignment location, if

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applicable • Copy of Quality Certificate (e.g., ISO, etc.) and/or other similar certificates, certificate

of origin/manufacturer, accreditations, awards and citations received by the Bidder • Three years of audited financial documents evidence of that the Bidder has

adequate financial resources and management capability and staff to carry out Scope of Work.

2.0 Technical Proposal

The supplier is requested to complete the Supplier Questionnaire. The Supplier Questionnaire encompasses multiple tabs. Each tab is included to help CRS evaluate the Suppliers ability and capacity to provide services and trainings as listed in Stage 2. Thus, complete yet concise answers are requested. CRS reserves the right to disqualify the supplier’s bid based on non-responsiveness.

Suppliers must ensure that each of the following tabs in the Supplier Questionnaire & Technical Proposal (Annex 3) is completed:

o RFP Responses o IT Security Responses o Driver Training Module o Fleet Management Training o Training Languages o Video Countries

2. 1 Key Personnel & References, including:

• Applicable CV highlights for account representatives • Past Performance References (not to include CRS).

The sections of the technical proposal stated above must respond to the detailed information set out in Section III of this RFP, which provides the background, states the scope of work, describes the deliverables, and provides a deliverables schedule.

3.0 Financial Proposal

The financial proposal is used to determine which proposals represent the best value and serves as a basis of negotiation before award of a contract. Bidder is required to submit the completed financial proposal excel sheet (Annex 4) which will include:

• Basic Client Program Costs • Operational Services Costs • Other Process Fees

The contract to be awarded will be an Indefinite Quantity Contract.

CRS expects the vendor to provide best market pricing at time of request on the services

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requested. Supplier selection will be based on technical and financial evaluations. CRS in no way guarantees exclusivity of orders or purchase volume. All financial information must be expressed in USD.

CRS reserves the right to request additional financial information if the evaluation committee has concerns of the reasonableness, realism, or completeness of a Bidder’s proposed cost.

Under no circumstances may financial information be included in the technical proposal. No financial proposal or any prices, whether for deliverables or line items, may be included in the technical proposal. Financial information must only be shown in the financial proposal

Section III. Annexes

Annex 1 – Form of Contract Annex 2 – Supplier Code of Conduct Annex 3 – Supplier Questionnaire & Technical Proposal Bid Form Annex 4 – Financial Proposal Bid Form Annex 5 – Bid Securing Declaration Annex 6 – Nondisclosure Agreement

AGREEMENT

Agreement No.:

between

Catholic Relief Services – United States Conference of Catholic Bishops

and Supplier

for the supply of Fleet Safety Services and Driver Training

This agreement is made and entered into this Date (the “Effective Date”) by and between:

Catholic Relief Services – United States Conference of Catholic Bishops (“CRS”), a non-profit corporation organized under the laws of the District of Columbia, with offices at 228 West Lexington Street, Baltimore, Maryland 21201, U.S.A.

and

Supplier Name (the “Supplier”), a company organized under the laws of country of registration (registration number) with offices at supplier address.

The term “Agreement” includes all of the annexes attached to this Agreement and all of the Purchase Orders (as defined below) that are issued under this Agreement.

In consideration of the respective covenants, commitments and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CRS and the Supplier (together the “Parties” and each a “Party”), intending to be legally bound, hereby agree as follows:

A. Term and Goods1. The term of this Agreement (the “Term”) is from the (Effective Beginning Date to End

Date), unless this Agreement is terminated in accordance with Section G.7. CRS has theoption to extend the Term for one additional twelve-month period (Beginning Date to EndDate) by providing written notice to the Supplier prior to (Date). If CRS makes thiselection, an amendment to this Agreement will be signed by the Parties.

2. This Agreement is an indefinite delivery, indefinite quantity contract that allows CRS toobtain goods and services (collectively referred to as the “Goods”). A list of the Goodsis provided in Services and Price Table. The Supplier agrees that the Goods will meetor exceed the respective manufacturer’s technical specifications and any additionaltechnical specifications included in a Purchase Order.

3. By entering into this Agreement, CRS is not obliged to purchase any Goods from theSupplier unless CRS, in its sole discretion, decides to do so. The Supplier agrees thatCRS will not be liable for any loss, damage, cost or expense that the Supplier or any of

Annex 1

its suppliers may suffer or incur as a result of CRS’ decision not to purchase Goods from the Supplier. In addition, CRS is free to purchase Goods from other organizations.

4. Unless otherwise stated in a Purchase Order, all documents provided to CRS under this Agreement will be in the English language.

B. Pricing and Discounts 1. The price paid for the Goods by CRS is denominated in U.S. Dollars and comprised of

the components as listed in Annex 1- Services and Price Table. 2. CRS will not accept any fees or fines that are not listed in the price table of Annex 1. 3. Adjustments for pricing will only be considered in the event of an unavoidable price

increase imposed from government mandated tax changes. 4. CRS shall, in its sole discretion, have the option to requote said item(s) with other

suppliers and potentially discontinue future purchases from Supplier on said item(s) and terminate this exclusive Agreement in whole or in part.

5. The following discounts are applicable to this Agreement: a. Volume Discounts b. Referral Discounts

6. If CRS exercises the option in Section A.1 and extends the Term: a. CRS will notify Supplier of contract of extension 30 days prior to the end of the

current contract. b. the discounts described in Section B.5.a will be reviewed and adjusted to reflect

purchases by CRS during the extended Term.

. Invoicing and Payment 1. Payment. Payment is due no later than thirty (30) days after the day on which CRS

receives an invoice. 2. Invoices. Invoices for payment must be submitted electronically to CRS unless

otherwise notified by CRS of a change in invoice recipient. 3. Any terms and conditions of any such Supplier document which conflict with, are

inconsistent with, or are in addition to, the terms and conditions of this Agreement shall not be binding on CRS and shall be inapplicable. CRS will not be deemed to have waived any of the terms or conditions of this Agreement by failing to object to a provision in, or attached to, any invoice, quotation or any other document submitted by the Supplier. Any terms and conditions of any such Supplier document which conflict with, are inconsistent with, or are in addition to, the terms and conditions of this Agreement shall not be binding on CRS and shall be inapplicable.

4. Any payment made by CRS to the Supplier under this Agreement will be made in U.S. Dollars to Supplier’s bank account identified below:

Bank Name and Address

USD bank account details: Bank: Sort Code: Swift Code: Account Name: Account Number: IBAN NUMBER:

F. – Service/ Warranties

1. Supplier’s Responsibilities. Supplier shall use commercially reasonable efforts to make the Service available during the Term in accordance with this Agreement and Documentation. Supplier will install and configure the Service, will provide Customer with reasonable technical support services in support of the services listed in Annex 1.

2. Standard of Performance. The quality of all services rendered under this Agreement will conform to the highest standards in the relevant profession, trade or field of endeavor. All services shall be rendered by individuals fully qualified in the relevant profession, trade or field and holding any licenses required by law.

3. Failure to Perform Satisfactorily. It is agreed and understood that if the Contractor fails to perform the work as specified in the RFQ and/or Purchase Order, CRS may: (1) consent to accept such unsatisfactory service with an appropriate adjustment in contract pricing, based on established cost factors, or (2) have such required work done by another contractor or otherwise, and will have no obligation to the Contractor for any costs associated with the unsatisfactory work or service. Any discrepancies and deficiencies in the work that remain uncorrected after the date set for correction will be the necessary justification for a billing adjustment.

4. Grant. Supplier grants Customer, during the Term, a limited, non-transferable and non-exclusive license for Authorized Users to use the Service as permitted by in this Agreement, solely for Customer's internal business purposes consistent with the terms and conditions of this Agreement.

G. Additional Terms and Conditions 1. Aggregated Data. The parties agree to cooperate in good faith to share with each other

on a confidential basis on the other's request aggregate, anonymous information (not containing or referring to personally identifiable information) regarding Users' use of the Content Provider Services, to the extent that sharing of information is permitted by other Content Provider agreements.

2. Access to Customer Data. The Vendor agrees that the Donor has the right in perpetuity to:

a. Obtain, reproduce, publish or otherwise use the data produced under this Agreement; and

b. Authorize others to receive, reproduce, publish, or otherwise use such data for Federal purposes.

3. Confidentiality. Each Party may be given access to information (in any form) that relates to the other’s past, present and future research, development, business activities, products, services and technical knowledge, which is identified by the disclosing Party as confidential information or which a reasonable person would deem to be confidential under the circumstances (“Confidential Information”). The documentation submitted by CRS to the Contractor to Confidential Information. Confidential Information may only be used by the receiving Party in connection with its performance under this Agreement and may not be copied or reproduced without the disclosing Party’s prior written consent except as reasonably needed to perform its obligations under this Agreement. The receiving Party agrees to protect the Confidential Information of the disclosing Party in the same manner that it protects its own proprietary and confidential information of like kind, but in no event will it exercise less than reasonable care. Access to the Confidential Information shall be restricted to Contractor Personnel and CRS personnel

with a need to know in connection with its obligations under this Agreement. Nothing in this Agreement shall prohibit or limit either Party’s use of information (including, but not limited to, ideas, concepts, know-how, techniques and methodologies) (i) previously known to it without an obligation of confidence, (ii) independently developed by or for it, (iii) acquired by it from a third party which is not, to its knowledge, under an obligation of confidence with respect to such information or (iv) which is or becomes publicly available through no breach of this Agreement. After the expiration or termination of this Agreement, upon written request of CRS, and subject to the CRS’ agreement to provide to Supplier true and accurate copies of any destroyed documents should a dispute arise between the parties regarding an documentation, the Contractor will return to CRS or promptly delete or destroy all Confidential Information in any form and all material or information derived from the Confidential Information, including any copies or extracts. After the expiration or termination of this Agreement, upon written request of CRS, the Contractor will permit CRS to export, or otherwise provide to CRS, a copy of all correspondence or content related to CRS or its employees.

4. Ownership of Intellectual Property. The entire right, title and interest, including copyright, in all original works of authorship fixed in any tangible medium of expression heretofore or hereafter created by the Contractor, or on the Contractor’s behalf, for CRS or furnished to CRS under this Agreement shall be transferred to and vested in CRS. The Parties expressly agree to consider as works made for hire any of the Services and deliverables, which qualify as such in accordance with U.S. Copyright laws. For all such original works, the Contractor agrees to provide documentation satisfactory to CRS to assure the conveyance of all such right, title and interest, including copyright, to CRS.

5. Indemnification. Each Party agrees to hold harmless and indemnify the other Party and its respective officers, directors, employees, affiliates and agents from and against any claims, causes of action, damages, costs, fees, expenses, settlement or any other form of damage or expense relating to (a) a third party claim for an intellectual property violation or a breach of Section 4 of this Agreement (“Confidentiality”), (b) a claim by an employee, vendor or agent of one Party asserted against the other Party or (c) the fraudulent or intentionally wrongful act of any kind by the employee or agent of one Party resulting in damages to the other Party. The Contractor maintains extensive insurance coverage for its services. A copy of the Certificate of Insurance will be supplied to CRS upon request.

6. Limitation of Liability. In no event shall either Party be liable for consequential, incidental, indirect, special or punitive loss, damage or expenses (including lost profits).

7. Legal Compliance. The Contractor shall be responsible for compliance with all laws applicable to its own performance of the Services or preparation of the Deliverables.

8. Termination and Survival. If no invoices are outstanding, a Party may terminate this Agreement for convenience and without fault of the other Party by giving ninety (90) calendar days written notice to the other Party. CRS will not be liable for payment for any Services performed or expenses incurred after providing a written notice of termination to the Contractor. The Contractor will not be responsible for providing any Services to CRS after receipt of a written notice of termination from CRS. All provisions of this Agreement which are by their nature intended to survive the expiration or termination of this Agreement shall survive expiration or termination.

9. Dispute Resolution. Except with respect to any injunctive relief, in the event CRS is dissatisfied with the Contractor's performance of the Services called for, to include any deliverable, any employee of Contractor or a dispute otherwise arises between the

Parties in connection with the Services or this Agreement, before resorting to judicial process, CRS shall notify the Contractor’s project manager thereof, and CRS’ representative and the Contractor’s project manager will attempt to resolve the matter. If the dispute cannot be resolved by these individuals within fourteen (14) calendar days of CRS’ informing Contractor in writing of the issue in dispute, then CRS’ representative will promptly refer the dispute to CRS’ senior management and the Contractor project manager will promptly refer the dispute to Contractor’s senior management. If these persons cannot resolve the dispute within fourteen (14) calendar days after the conclusion of the preceding fourteen (14) calendar day period, then either Party will have the right to proceed to resolve the dispute by judicial process in accordance with the terms and conditions of this Agreement.

10. Independent Contractors. Each Party is an independent contractor and does not have any authority to bind or commit the other. Nothing in this Agreement shall be deemed or construed to create a joint venture, partnership, employer-employee, fiduciary or agency relationship between such parties for any purpose. Each Party will be responsible for paying its own payroll taxes, disability insurance payments, unemployment taxes, any employee benefits (if applicable) and other similar taxes, benefits or charges.

11. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, such term or provision shall be deemed modified to the extent necessary, in the court’s opinion, to render such term or provision enforceable. Upon such modification, the rights and obligations of the Parties shall be construed and enforced in accordance with such modification, preserving to the fullest permissible extent the intent and agreements of the Parties set forth in this Agreement.

12. Notice. Any notice or other communication provided under this Agreement shall be in writing and shall be effective when delivered and will be considered delivered (i) when sent if personally delivered, by facsimile to the correct fax number or by email to the correct email address; (ii) upon receipt when dispatched by courier, return receipt requested; or (iii) five (5) calendar days after deposit with the U.S. postal service, postage prepaid, registered mail, return receipt requested, addressed to the correct address. Each Party shall have the right to change its contact person or address for notice hereunder.

13. Excusable Delay – Force Majeure. Neither Party shall be liable for any reasonable delays in the performance of any of its obligations hereunder due to war, acts of God or other causes beyond its reasonable control. The affected Party shall exercise its best efforts under the circumstances to remove or remedy the events of force majeure and the effects thereof and resume full performance hereof as soon as possible.

14. Governing Law and Forum. This Agreement shall be governed by and construed in accordance with the laws of Maryland, without giving effect to conflict of law rules. The Parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the State and Federal courts located in the City of Baltimore, in the State of Maryland. Any final judgment rendered against a Party in any action or proceeding shall be conclusive as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by law.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their authorized representatives as of the Effective Date.

CATHOLIC RELIEF SERVICES - Supplier

UNITED STATES CONFERENCE OF

CATHOLIC BISHOPS

By: _________________________ By: _________________________

Name: ______________________ Name: ______________________

Title: _______________________ Title: _______________________

CRS SUPPLIER CODE OF CONDUCT

Preamble

This Supplier Code of Conduct is applicable to, and binding upon, all Catholic Relief Services’ suppliers, service providers, and consultants in service to CRS.

CRS is committed to the Code of Conduct and suppliers are expected to comply with these regulations, except when donor requirements, such as the UN Supplier Code of Conduct and Global Fund’s Code of Conduct for Suppliers, supersede this code. Consequently, ethical business standards shall govern all transactions. Suppliers must be aware of situations and circumstances requiring prudent action, including the following:

Forced Labor: CRS expects its suppliers to prohibit forced, bonded and involuntary prison labor. Suppliers shall not require workers to lodge “deposits” or their identity papers with their employer or any recruiting agency. Workers shall be free to leave their employer at any time, given reasonable notice.

Child Labor: CRS expects that its suppliers do not recruit or employ children, as defined by the law of the country or countries where work takes place. Suppliers shall not employ children under age 18 at night or subject them to hazardous working conditions.

Fair Wages: CRS expects that its suppliers pay wages and benefits that meet, at a minimum, national legal standards or industry benchmark standards. Suppliers shall pay wages in legal tender and in regular intervals. Deductions from wages shall only be permitted under conditions and to the extent prescribed by the applicable law, regulations or collective agreements. Suppliers are expected to inform their workers of such deductions at the time of each payment. Suppliers are expected to provide all workers with written and understandable information about their employment conditions in respect to wages, before they enter employment.

Working Hours: CRS expects that the working hours provided by suppliers comply with national laws and collective agreements. Overtime work should be voluntary.

Healthy, Safe and Hygienic Conditions: CRS expects that its suppliers ensure that all working and, where applicable, living environments are safe and healthy. Suppliers are expected to take adequate steps to prevent accidents and injury to health arising out of, associated with, or occurring in the course of work. Suppliers should provide access to clean toilet facilities and potable water, and, if appropriate, sanitary facilities for food storage.

Anti-Discrimination: CRS expects that its suppliers do not discriminate in hiring, compensation, access to training, promotion, termination or retirement on the basis of race, class, national origin, religion, age, disability, sex, or political affiliation.

Freedom of association and right to employee representation: CRS expects its suppliers to recognize workers’ right to freely form and join organizations of their own choosing.

Harsh or Inhumane Treatment: CRS expects that its suppliers do not subject employees to physical abuse or discipline, the threat of physical abuse, sexual or other harassment and verbal abuse or other forms of intimidation.

Environment: At minimum, CRS expects its suppliers to comply with all applicable laws and regulations relating to environmental impact. Suppliers, wherever possible, are expected to support a precautionary approach to environmental matters and undertake initiatives to promote greater environmental responsibility.

Where speed of deployment is essential in saving lives, CRS will purchase necessary goods and services from the most appropriate available source.

The supplier shall not offer, promise, or attempt to influence CRS employees in the procurement for goods and services.

I have carefully read CRS’ Supplier Code of Conduct and understand it. I am aware that any deviations to the ethical standards listed above are not allowed in any procurement transactions. Failure to abide by supplier code of conduct may constitute breach of my contract with CRS, and my signature below acknowledges my understanding and agreement.

I understand and confirm that no personnel of CRS have received or will be offered any direct or indirect benefit arising from any agreements I sign with CRS.

Annex 2

CRS SUPPLIER CODE OF CONDUCT

Company Name

Representative Name and Signature

Date

CRS Confidential Page 1 of 2

228 West Lexington Street . Baltimore, Maryland 21201-3413 . 800.235.2772 . www.crs.org

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (hereinafter “Agreement”) is entered into as of _____________ (“Effective Date”) between Catholic Relief Services – United States Conference of Catholic Bishops, a District of Columbia nonprofit corporation, having its principal office at 228 W. Lexington St., Baltimore, Maryland (hereinafter “CRS”) and, _______________________(Bidder Name) a ___________________ (Corporation Type) corporation, having its principal office at _____________________________(Address of Principal Address) (hereinafter “Receiving Party”).

1. PURPOSE:

The parties wish to explore a business opportunity of mutual interest and in connection with this opportunityCRS may disclose to Receiving Party certain confidential proprietary information about properties,employees, finances, businesses, potential and actual risks, possible vulnerabilities in the online serviceand operations which CRS desires Receiving Party to treat as confidential.

2. CONFIDENTIAL INFORMATION:

"Confidential Information shall mean all information furnished by CRS or its representatives, which CRSprotects against unrestricted disclosure to others, including but not limited to (i) technical information andspecifications relating to disclosing party’s products and software, (ii) trade secrets, (iii) marketingstrategies, business plans; (iv) all proprietary information including customer lists, prices, documents,prototypes, samples, software programs (Source code and Object code), algorithms, techniques,improvements, processes, formulae or test data, technology, designs, drawings, future development,scientific, engineering, hardware configuration information, manufacturing, marketing, (v) results ofbenchmarks, evaluations or other comparative studies conducted on disclosing party’s products andsoftware (vi) forms, reports and other documents containing information about possible vulnerabilities inCRS’ online applications, and (vi) information relating to customer details, financial information or otherbusiness information; Confidential Information also includes the terms and conditions hereof and existenceof discussions between the parties. Confidential Information shall not, however, include any informationthat: (i) was or is now or becomes publicly known and generally available through no fault or breach on thepart of the Receiving Party, (ii) is already in possession of Receiving Party without any restrictions onconfidentiality, and Receiving Party can demonstrate to have had in rightful possession prior to disclosure,(iii) is obtained by Receiving Party from any third party without breach of such third party obligations ofconfidentiality, (iv) is independently developed by Receiving Party without use of the confidential informationof the other party and (v) is required by law to be disclosed by the Receiving Party, provided that ReceivingParty gives prior written notice to the other party of such requirement before disclosure and assistance inobtaining an order protecting the information from public disclosure.

3. NON-DISCLOSURE, NON-USE AND RETURN OF CONFIDENTIAL INFORMATION:

Receiving Party shall not disclose, publish or otherwise disseminate Confidential Information, for anypurpose other than to evaluate and engage in discussions concerning potential business relationship.Confidential Information shall not be disclosed to persons other than employees and trusted sub-contractorswith a need to know, and Receiving Party shall take the same precautions as it uses to safeguard theconfidentiality of its own confidential information, and in no event less than reasonable precautions toprevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information.Receiving Party shall not use Confidential Information otherwise for its own or any third party's benefitwithout the prior written approval of an authorized representative of CRS in each instance. The foregoing

Annex 6

CRS Confidential Page 2 of 2

228 West Lexington Street . Baltimore, Maryland 21201-3413 . 800.235.2772 . www.crs.org

restrictions on Confidential Information shall not apply to Confidential Information that is required to be disclosed in connection with any suit, action or other dispute related to the Confidential Information, or otherwise required to be disclosed as a matter of law. Upon written request of the other party, Receiving Party shall promptly return to the other, or, upon prior written approval of CRS destroy, all documents and other tangible materials representing the other’s Confidential Information and all copies thereof. Receiving Party will provide CRS a written certification by an officer of Receiving Party attesting to the destruction of any such materials.

4. MISCELLANEOUS:

All Confidential Information remains the property of CRS and no license or other rights to Confidential Information is granted or implied hereby. All Confidential Information is provided "AS IS" and without any warranty, whether express or implied, as to its accuracy or completeness. Receiving Party hereby acknowledges that unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to CRS that may be difficult to ascertain. Accordingly, Receiving Party agrees that CRS will have the right to seek and obtain immediate injunctive relief to enforce obligations under this Agreement, in addition to any other rights and remedies CRS may have.

5. ENTIRE AGREEMENT, GOVERNING LAW AND JURISDICTION:

This Agreement constitutes the entire agreement with respect to the Confidential Information disclosed herein and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information. This Agreement may not be amended except by the written agreement signed by authorized representatives of both parties. This agreement will be governed by and construed in accordance with United States of America laws and courts. This Agreement may be executed in counterparts or by facsimile, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement.

Understood and agreed to by the duly authorized representative of the parties: Catholic Relief Services – USCCB: Receiving Party: By: By: Title: Title: Name: Name: Date: Date: