The Contract - A Guide to Modern Sweden Contractams

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1 1 (18) SIDA S STANDARD CONDITIONS FOR SHORT AND LONG- TERM CONSULTING SERVICES, 2002 TABLE OF CONTENTS PAGE SECTION 1 APPLICABILITY... 1 SECTION 2 DEFINITIONS... 1 SECTION 3 SERVICES... 2 SECTION 4 SUB-CONSULTANTS AND TRANSFER OF CONTRACT... 3 SECTION 5 COOPERATION WITH THE RECIPIENT... 4 SECTION 6 FEES... 4 SECTION 7 REIMBURSABLE COSTS... 5 SECTION 8 INVOICING AND PAYMENT... 6 SECTION 9 LIABILITY AND INSURANCE... 8 SECTION 10 PROVISIONS FOR LONG-TERM CONTRACTS SECTION 11 GENERAL PROVISIONS SECTION 12 SUSPENSION OF PAYMENT AND TERMINATION SECTION 1 APPLICABILITY Unless otherwise agreed between the Parties, the Standard Conditions shall apply to Sida s Contracts for Short and Long-Term Consulting Services. Section 1-9 and are applicable to both Short and Long- Term Contracts. Section 10 is applicable only to Long-Term Contracts. SECTION 2 DEFINITIONS 2.1 General All words and expressions used in the Standard Conditions shall, unless defined below, be interpreted in accordance with the definitions stated in the Contract which refers to the Standard Conditions, unless such interpretation is obviously contrary to the purpose and objective of the Standard Conditions. 2.2 Definitions Short-Term Contract means a contract no longer than twelve months, unless extended after the signing of the contract. Long-Term Contract means a contract longer than twelve months. Personnel shall mean any person employed by the Consultant for the purpose of carrying out the Services, or any other person who is engaged by the Consultant, unless employed by a sub-consultant, to perform work related to the Services.

2 2 (18) Local Personnel shall mean any person as defined above, who is a citizen or permanent resident of the Country. Eligible dependants shall mean spouses, co-habitants living with a member of the Personnel under matrimonial circumstances and children of the Personnel, spouses or co-habitants, in their custody and under the age of 19. SEK shall mean Swedish kronor. SECTION 3 SERVICES 3.1 Performance of the Services The Consultant shall perform the Services in accordance with the Contract and shall exercise all reasonable skill, speed, care and diligence in the performance. The Consultant shall carry out all responsibilities in accordance with recognised professional standards. The Consultant shall, at all times, act to protect the interests of the Project, Sida and the Recipient, and shall take all reasonable steps to keep all costs to a minimum. Unless otherwise agreed between the Parties, the Consultant shall obtain the opinions, approvals and permits that are necessary in order to perform the Services in accordance with applicable law. 3.2 Modifications of the Services Sida is entitled to, if the circumstances so require, clarify the scope of the Services without, by doing so, changing the nature or purpose of the Services. If Sida should require a change in the scope of the Services, the Parties shall renegotiate the terms and conditions of the Contract. All modifications of the Services shall be agreed in writing and signed by the Parties. The Consultant is not entitled to modify the Services without the prior written approval of Sida. 3.3 Personnel The Consultant is not entitled to replace any Personnel stated in the Contract without prior approval of Sida. If, for any reason beyond the control of the Consultant, it becomes necessary to replace any such Personnel, the Consultant shall immediately provide as a replacement a person with equivalent or better qualifications and experience. Any new member of the Personnel shall be approved by Sida before being assigned to the Services. Unless otherwise agreed between the Parties, the same conditions, including, requirements, training and fees, shall apply to the new member of the Personnel as to the first hired person. Any costs for withdrawals or replacements shall be borne by the Consultant.

3 3 (18) 3.4 Independence of the Consultant Nothing in the Contract shall be construed as establishing a relation of agent and principal as between the Consultant and Sida. 3.5 Prohibition of Conflicting Activities and Representation Unless otherwise agreed between the Parties, the Consultant, the Personnel and Local Personnel are not allowed to engage themselves, directly or indirectly, in any other work, business or professional activities in the Country other than the performance of their duties and assignments under the Contract. The Consultant, the Personnel or Local Personnel are not allowed to engage themselves in activities that may reduce Sida s confidence in the Consultant s performance of the Services, enter into agreements on behalf of Sida, or in any other way represent Sida, or act as if they were representing Sida. 3.6 Approval of the Services Sida shall, after the Services have been completed, approve the satisfactory execution of the Services. Sida shall inform the Consultant of such approval within two months from the completion of the Services, or give its reasons for withholding the approval. SECTION 4 SUB-CONSULTANTS AND TRANSFER OF CONTRACT 4.1 Sub-consultants and Transfer of Contract The Consultant may not assign or transfer the Contract, or any part thereof, to anyone, or engage any sub-consultant to perform any part of the Services, without the prior written approval of Sida. Sida's approval of the assignment or transfer of any part of the Contract, or of the engagement of sub-consultants, shall not relieve the Consultant of any of its obligations under the Contract. The Consultant warrants that any third party engaged by the Consultant to perform any part of the Services, undertakes to follow any applicable provision in the Contract, including the requirement to take out and maintain insurance stated in sub-section 9.8 below. The Consultant shall be liable for the work performed by any such third party. Compensation to any third party engaged by the Consultant to perform any part of the Services shall be agreed upon between the Parties. However, the compensation shall not in any case exceed the amount payable to the Consultant under the Contract, should the Consultant have performed the part of the Services itself. Unless otherwise agreed, the Consultant shall, at its own expense, be responsible for the payment of any such third party. Unless otherwise agreed between the Parties, the Consultant is not entitled to any compensation for additional administrative costs for any third party engaged by the Consultant.

4 4 (18) SECTION 5 COOPERATION WITH THE RECIPIENT 5.1 Co-operation and Respect for Laws and Traditions The Consultant undertakes to co-operate with the Recipient in accordance with the Contract. The Consultant, its Personnel and their Eligible dependants shall abide by the laws and regulations and respect the culture and traditions of the Country. Furthermore, they shall be aware of the development policy of the Country and take due care to the fact that they are part of a development co-operation between the Country and Sweden. 5.2 Information and Assistance Sida undertakes to require the Recipient to co-operate with the Consultant and to furnish the Consultant, free of charge, with necessary information and assistance, in accordance with the Terms of Reference. If such information and assistance is delayed, the Consultant shall nonetheless endeavour to perform the Services. The Consultant shall immediately inform Sida of the delay and the Parties shall discuss if, and in such case what, measures need to be taken. SECTION 6 FEES 6.1 Mode of Calculation The Consultant is only entitled to payment for time actually worked and only for personnel who have been defined in the Contract. Fees shall be remunerated on an hourly basis. For work performed on a weekly basis, one week shall be equivalent to 40 hours and for work performed on a monthly basis, one month shall be equivalent to 160 hours, unless otherwise agreed between the Parties. 6.2 Overtime Compensation The Consultant is not entitled to payment for additional hours or work outside normal office hours, unless otherwise agreed between the Parties. 6.3 Fees during Travel Intercontinental travels entitle the Consultant to eight hours fee in each direction. No fees will be paid for time spent on travel within the Country or within Sweden or between countries within a continent. 6.4 Surpassing of Ceiling Amounts The Consultant shall promptly inform Sida in writing if the Consultant foresees that the Services cannot be completed within the Ceiling Amounts. Such information shall contain a detailed budget follow-up and an account for work performed as well as thorough analyses of additional activities necessary to complete the Services. Further, the Consultant shall

5 5 (18) clearly indicate the financial and other consequences for the program or project if no additional funds for the Services can be given and propose appropriate actions to take. The Parties shall promptly discuss the situation and agree on appropriate actions to be taken. Should the Parties decide that unforeseen actions have to be taken which will have the effect that the Ceiling Amounts will be surpassed, the parties shall agree on new Ceiling Amounts. 6.5 Budget The Consultant may, within the Ceiling Amount for fees, make minor reallocation of funds between the various items of the Budget, without the approval of Sida. The Consultant shall, however, inform Sida about such reallocations. The Consultant is not entitled to make any other reallocation of funds, or use any contingency, without prior approval of Sida. Nor is the Consultant entitled to reallocation between reimbursable costs and fees, without prior approval of Sida. SECTION 7 REIMBURSABLE COSTS 7.1 General The Consultant is only entitled to costs incurred by the Consultant. Costs which are not explicitly reimbursable according to the Contract shall not be reimbursed but are included in the fee. 7.2 Daily Allowance and Accommodation The Consultant is entitled to reimbursement for costs for accommodation and daily allowance for time spent in a country other than the country where the Consultant is registered, with the exception of Sweden, in accordance with Avtal om ersättning m.m. vid tjänsteresa och förättning utomlands,with a reduction on allowance of thirty per cent after ninety days. For time spent on travel in Sweden, the Consultant is entitled to reimbursement for costs for accommodation and daily allowance in accordance with Allmänt löne- och förmånsavtal, ALFA in the wording applicable from time to time. The Consultant is only entitled to reimbursement for reasonable costs for accommodation. 7.3 Travel The Consultant is entitled to reimbursement for costs for travel to and from the Country. Travels shall be made by the most appropriate means of transportation and the most direct route possible. If travelling by air, the Consultant is only entitled to reimbursement for the least expensive IATA fare. Furthermore, the Consultant is entitled to reimbursement for costs for airport-taxes and minor excess luggage for project equipment and

6 6 (18) materials. Other costs, such as, costs for passports, visas and inoculation, are not reimbursable. The Consultant is entitled to reimbursement for costs for travel within the Country and Sweden in accordance with the principles stated above. 7.4 Communications and Postage The Consultant is entitled to reimbursement for costs for international communications and postage. The parties may agree on a fixed amount for such costs. SECTION 8 INVOICING AND PAYMENT 8.1 Mode of Invoicing General Unless otherwise agreed, the Consultant shall send invoices with one original and one copy to the place and attention stipulated in the Contract. Invoices shall contain the following: the date and number of the invoice, the number of the Contract to which it refers, the name and address of the bank to which payment shall be made, the account number, the account holder, clearing number, SWIFT-code, and VAT number of the Consultant. It shall distinguish between fees, reimbursable costs, and costs of goods purchased for the project. The amounts debited shall refer to applicable budget items and be clearly described. Fees shall be specified per person, hours worked, nature of the work, and the dates for the work. Finally, the invoice shall contain a cost summary indicating the total budget for the Services, the accumulated invoiced amounts and the balances outstanding. Costs The costs shall be expressed in the currency of original expenditure as well as in the equivalent amount in SEK. For goods, services and other costs incurred by the Consultant, the supplier's invoice and similar documents shall be enclosed with the invoice, if the supplier's invoice exceeds an amount equivalent to SEK Unless otherwise agreed between the Parties, invoices covering costs shall be sent monthly in arrears, covering costs incurred during that month. Incurred costs may also be included in the invoices covering fees. The Consultant may always send an invoice immediately, if the Consultant has received an invoice from a supplier that exceeds an amount equivalent to SEK The Consultant is entitled to reimbursement for incurred interest on invoices paid to suppliers, due to late payment by Sida. Such interest shall be calculated in accordance with the Swedish Interest Act (Räntelag 1975:635). However, in order to reduce costs for interest, the Consultant shall, whenever possible, include in its contract with the supplier a provision stipulating at least thirty days payment.

7 7 (18) Fees Invoices covering fees shall be sent in accordance with the time schedule stated in the Contract. If invoices shall be sent monthly, the Consultant may nonetheless send two invoices during a month, if the amounts to be invoiced during that month are expected to exceed an amount equivalent to SEK Valuation of Currencies Whenever necessary to determine the value of another currency in terms of SEK, the value shall be calculated on the basis of the market selling rate in Stockholm on the date of the transaction, or, if no such rate has been established, at such rate as Sida shall reasonably determine after consultations with the Consultant. 8.3 Mode of Payment Unless the invoice contains any obvious mistake, Sida shall make a payment within thirty days of the date the invoice was issued (fakturadatum). If the parties have agreed that the Recipient shall approve the invoices, Sida shall make a preliminary payment. Unless otherwise agreed between the Parties, the payment shall be considered final, with due consideration to what is stated below, following the Recipient s approval of the invoice. If the Recipient does not approve the invoice or does not inform Sida of whether it approves the invoice or not, Sida shall immediately inform the Consultant thereof and the Parties shall agree on what actions to take. Irrespective of what is stated above, Sida shall, as soon as possible and in no case later than within three months of receipt of the invoice, inform the Consultant if any correction of the invoice is required. The Consultant shall correct the invoice within one month of receipt of the information. However, the Consultant shall always be obliged to correct any error discovered by such inspection of books and records as described in subsection 11.4, irrespective of the time elapsed from Sida s receipt of the invoice. If the Consultant has received any erroneous payment, the Consultant shall pay interest according to the Swedish Interest Act (räntelag 1975:635) 2and 5,on such amount. Unless otherwise agreed, Sida is entitled to withhold payment of the last invoice, or ten per cent of the total fees under the Contract, until Sida has approved the satisfactory execution of the Service according to subsection 3.5. Should Sida, without due cause, not make payments in due time, the Consultant is entitled to request interest according to the Swedish Interest Act (Räntelag 1975:635)

8 8 (18) 8.4 Currency of Payment Payments made under the Contract shall be made in SEK. However, if the Consultant is informed one month in advance, Sida shall be entitled to make payments in the currency of the original expenditure. SECTION 9 LIABILITY AND INSURANCE 9.1 The Consultant s Liability If the Consultant, its Personnel or Local Personnel, or any other subject that the Consultant is liable for, violates any provision of the Contract or otherwise causes Sida any loss or damage, the Consultant shall indemnify Sida for any such loss or damage. The Consultant s liability is limited, except for violations due to gross negligence or wilful misconduct, in accordance with the article on Limitation of Liability in the Contract. However, the limitation shall not apply to the Consultant s undertaking according to sub-section 11.7, paragraph two, below. Sida s approval of parts of the Service shall not affect Sida s right to indemnification, unless the approval explicitly says so. 9.2 Sida s Liability Sida is not liable for indirect losses, such as, but not limited to, loss of profits. Sida is only liable for violation of any provision of the Contract due to gross negligence or wilful misconduct. Sida s liability shall not in any case exceed that of the Consultant s in accordance with the article on Limitation of Liability in the Contract. Sida is not liable for life, health, accident, travel or other insurance which may be necessary or desirable for the Personnel or Local Personnel of the Consultant, their dependants or any third-party engaged by the Consultant to perform any part of the Services. Sida is not liable for local services and facilities or other practical arrangements in the Country. 9.3 Duty to Inform Each party shall inform the other party in writing of any breach of contract on the other party s side within six months after the party became aware of the breach, and in no case later than three years after the expiry of the Contract. Each party shall inform the other party in writing of any indemnification claim at the latest six months after the other party was informed of the breach of contract. However, the time limitations stated above do not apply if the breach of contract is due to gross negligence or wilful misconduct.

9 9 (18) Each party shall always be entitled to raise counterclaims if the other party initiates any legal proceedings. 9.4 Remedy Sida may, by written notice, request the Consultant to, at its own expense, remedy any breach of contract. Such notice shall be sent within thirty days after Sida became aware of the breach. Unless otherwise agreed between the Parties, the Consultant shall remedy the breach within thirty days from having received the notice. If the breach of contract is not remedied in due time, Sida is entitled to a reasonable reduction in price. Sida s right to price reduction does not deprive Sida from its right to claim damages and to take other measures due to the breach of contract. 9.5 Sub-Consultants For the purpose of this Section, the personnel of the sub-consultant, or any other third party engaged by the Consultant to perform any part of the Services, shall be considered as personnel of the Consultant. 9.6 The Recipient and Other Third Parties 9.1 and 9.3 above shall also be applicable to any damage the Consultant may cause the Recipient. Sida is, on behalf of the Recipient, entitled to indemnification for any damage which is caused to the Recipient due to the Consultant s violation of any provision of the Contract. Sida shall also be entitled to initiate legal proceedings against the Consultant for damages caused to the Recipient, and to recover any such awarded amount on behalf of the Recipient. 9.7 Force Majeure The Parties shall not be liable for delay in performing or failure to perform its obligations, if the delay or failure results from any cause beyond the control of the Parties, such as, outbreak of hostilities, riot, civil disturbance, acts of terrorism, fire, explosion, flood, statutory restraints, amendments of legislation, decisions by a court of law, the government or governmental agency. A party that is of the opinion that a force majeure situation as described in the paragraph above is at hand, shall immediately inform the other party thereof in writing. The Parties shall discuss if, and in such case what, measures need to be taken. If a force majeure situation remains more than forty-five days, either party shall, by written notice of termination, be entitled to terminate the Contract with immediate effect.

10 10 (18) 9.8 Insurance Unless otherwise agreed between the Parties, the Consultant shall, at the latest at the signing of the Contract, take out insurance to cover the Consultant s liabilities under the Contract, including professional liability insurance and third party liability insurance. Furthermore, the Consultant shall take out and maintain adequate insurance against loss of, or damage to property purchased in whole or in part with funds provided under the Contract, or produced by the Consultant, including papers and documents necessary for the Services, until such property or documents have been delivered to Sida, the Recipient, or the Country in accordance with the Contract. SECTION 10 PROVISIONS FOR LONG-TERM CONTRACTS Staffing 10.1 Selection of Personnel Sida is entitled to request that the Consultant shall verify the requirements regarding the Personnel and Local Personnel by means of written documentation. Sida is entitled to request that the Personnel and Local Personnel shall be approved by Sida before being assigned to the Services. The Consultant shall provide Sida with relevant documents therefore. Sida shall also be entitled to request that the Consultant shall arrange for Sida to have the opportunity to interview candidates, as well as to have them undergo language tests. Unless otherwise agreed, the Consultant shall bear any additional costs for recruiting another candidate, if the candidate first proposed by the Consultant is not approved by Sida Vacancy If the Consultant has a vacancy on a long-term position, and provided that the vacancy was not caused by the Recipient, the Consultant shall within four weeks place suitable personnel for a shorter term on the position, until the position can be duly filled. Such personnel shall be considered engaged under a Short-Term contract, and the Consultant is only entitled to half of the original fee during that time. The Consultant shall bear any additional costs, such as travel cost and preparation cost, for such personnel Preparatory and Language Training If Personnel, who according to the Contract should have undergone preparatory and language training, have not undergone such training at the time of departure, the Consultant is only entitled to seventy per cent of the original fee for such Personnel.

11 11 (18) 10.4 Replacement of Personnel and Local Personnel The Consultant shall withdraw all Personnel and Local Personnel found unable to perform the Services in accordance with the Contract. Sida is entitled to, at any time, due to overriding considerations outside the contractual relationship between the Parties, request that the Consultant withdraws any member of its Personnel. The Consultant is obliged to take all measures necessary to comply with such a request as soon as possible. The Consultant is not entitled to replace any Personnel or Local Personnel stated in the Contract without prior approval of Sida. Any new member of the Personnel or Local Personnel shall be approved by Sida before being assigned to the Services. Unless otherwise agreed between the Parties, the same conditions, including, requirements, training and fees, shall apply to the new member of the Personnel, or Local Personnel, as to the first hired person. Any costs for withdrawal or replacement shall be borne by the Consultant, except when Sida has requested withdrawal under the second paragraph above, in which case Sida shall bear the costs for withdrawal up to a reasonable extent Back-up Services and Supervision Professional back-up services, consultations and supervision shall be provided by the home office or other normal duty stations of the Consultant, whenever such services are necessary Team Leader The Consultant warrants that, at all times during the performance of the Services in the Country, a member of the Personnel shall be placed in the Country and be appointed Team Leader of the operations in the Country Working Hours For the Consultant s Personnel hired for a Long-Term Contract and working within the organisation of the Recipient, the working hours of the Recipient shall apply. For other long-term Personnel a forty hour week shall apply Annual Leave Personnel serving for periods of twelve consecutive months or more, are entitled to leave corresponding to six weeks per twelve month period. Leave may be taken only during periods which do not conflict with the satisfactory performance of the Services. The Consultant shall consult with the Recipient, or Sida, as to the dates and periods of leave. The Personnel may not leave the Country for purposes of leave within two months of arrival or before departure, or more frequently than every four months.

12 12 (18) The Consultant is not entitled to reimbursement for fees during leave or costs for leave Eligible Dependants Eligible dependants shall not engage in any activity in the Country that diminishes the possibility of the Personnel to fulfil the role assigned to them. The Parties may agree that Eligible dependants who live in the Country during the major part of the assignment are entitled to participate in training programs of the Personnel under the Contract. In such case, the Parties shall also agree on who should bear the costs therefore. Fees and Reimbursable Costs Allowance and Furnished Housing The Consultant is entitled to reimbursement for costs for accommodation and fifty per cent of the daily allowance as stipulated in sub-section 7.2 for Eligible dependants of Personnel serving more than twelve consecutive months. However, the Consultant is only entitled to allowance and reimbursement for costs for accommodation for Personnel and Eligible dependants until furnished housing is available, and in no case for a longer period than ninety days for the same person. The Consultant is entitled to reimbursement for reasonable housing costs and shall accept furnished housing of reasonable standard Installation and Repatriation Allowances The Consultant is entitled to reimbursement for installation and repatriation allowance for Personnel serving more than twelve consecutive months in the Country and for Eligible dependants accompanying the Personnel for more than six consecutive months. The allowances are calculated on the basic amount at the beginning of the year of installation established by the Swedish National Insurance System (Basbeloppet). For the Personnel the amount is fifty per cent of the basic amount, for spouses/co-habitants and children over twelve years twentyfive per cent and for children twelve years or younger ten per cent. Two thirds of the agreed allowances will be paid at the time of installation and one third at the time of repatriation. These allowances cover all costs in connection with moving to and from the Country except costs for direct personal transportation. No additional costs will be paid in respect of passports, inoculations, excess baggage, storing of furniture, costs for retaining housing in the home-country, personal expenditure for adjusting to conditions in the Country or similar expenses.

13 13 (18) School Fees The following shall apply for Personnel serving more than twelve months in the Country bringing Eligible dependants. School costs that would have been incurred irrespective of the Contract are not reimbursable. Costs for children who can stay with a spouse or co-habitant staying in the homecountry, or with another parent, and attend school as customary in that country, are not reimbursable. Costs for tuition and boarding schools for a school as close as possible to where the family lives, to a maximum amount equivalent to costs for attending school at Sigtuna Riksinternat in Sweden, are reimbursable. Only costs for the term during which the child reaches the age of five years up to the term during which the child reaches the age of nineteen are reimbursable Office Accommodation If office accommodation is not provided by the Recipient, the Parties shall agree in writing on how the office accommodation shall be arranged. The Consultant is entitled to reimbursement for reasonable costs for office accommodation needed for the performance of the Services, including running costs Local Personnel The Consultant is entitled to reimbursement for costs for Local Personnel as agreed between the Parties. SECTION 11 GENERAL PROVISIONS 11.1 Penalty for Delay Upon delay of all, or a substantial part of the Services, the Consultant shall pay a penalty of one per cent of the Ceiling Amount for every commenced second week that the Services are delayed, unless such delay is beyond the control of the Consultant. If the delay continues for more than two months, the penalty shall be one per cent for every commenced week that the Service is delayed. The article on Limitation of Liability in the Contract does not include any penalty for delay. The payment of penalty does not deprive Sida from its right to claim damages and to take other measures due to the breach of contract. Sida shall inform the Consultant in writing of any penalty claim at the latest six months after the delay took place Working Hours Unless the Parties have agreed otherwise, the working hours of the Consultant shall be forty hours per seven day period.

14 14 (18) 11.3 Confidentiality The Consultant undertakes to respect and abide by the Swedish Secrecy Act (sekretesslag 1980:100) and warrants that its Personnel and Local Personnel also respects and abide by the law. The Consultant undertakes to adhere to Sida s instructions regarding handling of information Records The Consultant shall keep and file accurate and systematic records and accounts in respect of the Services in a professional manner, and as shall be sufficient to establish incurred costs and fees. Sida is entitled to inspect the records and accounts from time to time. At the time of completion of the Services, the Consultant shall release records and accounts to Sida, or in case of another recipient of the Services, the Recipient, unless otherwise agreed. Sida, or the Recipient, is entitled to use the records and accounts as it so decides and free of charge Information Each Party shall promptly inform the other Party of any event or situation which may have an effect on the Services. The Consultant shall furnish Sida, and in case of another recipient of the Services, the Recipient, with information concerning the Services as Sida and the Recipient may from time to time reasonably request Amendments of the Agreement on General Terms and Conditions for Development Cooperation Should the Agreement on General Terms and Conditions for Development Cooperation between Sweden and the Country be amended in a way that substantially alter the conditions on which this Contract is based, each party is entitled to request renegotiations of the Contract Intellectual Property Unless otherwise agreed between the Parties, Sida, or in case of another recipient of the Services, the Recipient, shall be the sole owner of all work, materials and results which have been used or accrued through the performance of the Services (hereinafter referred to as the Result). The ownership does not embrace development tools and methods which have been used in the performance of the Services and which are owned by the Consultant or a third party. Sida or the Recipient shall be the sole owner of any copyright, patent rights and other industrial and intellectual property rights connected with the Result. Sida or the Recipient is entitled to carry out alterations, modify and transfer the Result. The Consultant undertakes to hold Sida or the Recipient harmless against any claims for infringement of industrial and intellectual property rights as

15 15 (18) stipulated above, resulting from the use of the Results in accordance with this Contract. The foregoing shall apply even when the Contract has ceased to be in force. Sida shall immediately inform the Consultant if any infringement claim is raised against Sida. The Consultant is not entitled, without the prior written approval of Sida, or the Recipient, to use the Result. Any supporting documents handed over to the Consultant by Sida, the Recipient or which belong to a third party, shall, as the case may be, remain the property of Sida, the Recipient or the third party Ownership of Goods and Equipment Goods and equipment supplied by the Recipient shall remain at all times the property of the Recipient. Goods and equipment owned by the Consultant, and not purchased under the Contract, shall remain the property of the Consultant. Unless otherwise agreed between the Parties, goods and equipment purchased by the Consultant under the Contract with funds provided by Sida, shall become the property of the Country, at the time referred to in the Specific Agreement between the Country and Sweden referred to in the Contract, or if not specified therein, at the time of completion of the Services Notices and Requests In addition to what is stated in the article on Notices and Language in the Contract, the following shall apply. Any notice, request or other communication shall be deemed to be duly given a) if delivered by hand, the same day, b) if sent by , on the day of dispatch of a confirming fax (provided there is a receipt confirming the fax-transmission) or a confirming letter sent by mail, c) if sent by fax, the day of dispatch (provided there is a receipt confirming the fax-transmission), d) if sent by mail, the day after dispatch Cooperation with the Swedish Embassy The Consultant shall, in accordance with the Terms of Reference, follow the instructions given by the Swedish Embassy in the Country and keep the Embassy informed of the progress of the work.

16 16 (18) Security The Consultant shall follow the instructions of the Swedish Embassy in the Country in matters regarding personal security and similar questions. The Consultant shall include this obligation in its contracts with its Personnel Evaluation Sida shall be entitled to carry out evaluations of the performance of Services. The Consultant undertakes to co-operate with Sida for such evaluations during and after the execution of the Services. The Consultant is entitled to reimbursement up to a reasonable extent for work requested according to this sub-section Bribery It is a criminal offence for any person intentionally to offer, promise or give any undue pecuniary or other advantage, whether directly or through intermediaries, to a foreign public official, for that official or for a third party, in order to obtain or retain business or other improper advantage in the conduct of international business. Complicity in, including incitement, aiding and abetting, attempt, conspiracy and authorization of an act of bribery of a foreign public official is also a criminal offence. The bribery of a foreign public official shall be punishable by effective, proportionate and dissuasive criminal penalties. Foreign public official 1. Any person holding a legislative, administrative or judicial office of a foreign country whether appointed or elected. 2. Any person exercising a public function for a foreign country, including for a public agency or public enterprise. 3. Any official or agent of a public international organization. Foreign Country 1. All levels and subdivisions of government, from national to local. Act or refrain from acting in relation to the performance of official duties 1. Includes any use of the public official s position, whether or not within the official authorized competence.

17 17 (18) SECTION 12 SUSPENSION OF PAYMENT AND TERMINATION 12.1 Suspension of Payment In addition to what is stated in sub-section 9.4 above, Sida may, by written notice of suspension, immediately suspend, in whole or in parts, payment to the Consultant, if the Consultant is in breach of contract, provided that such notice specifies the nature of the breach and requests the Consultant to remedy the breach within a specific time, however, not less than thirty days Termination by Sida In addition to what is stated in sub-section 9.7 above, Sida may terminate the Contract if any of the following events should occur: a) with thirty days written notice of termination, if the Consultant has not remedied the breach referred to in sub-section 12.1 above within the time specified by Sida, or, b) with immediate effect on written notice of termination, b1) if the Consultant is in material breach of contract, b2) if the Consultant becomes bankrupt, enters into an agreement with its creditors for relief of debt, suspends its payments, goes into liquidation, or otherwise is deemed to be insolvent, b3) if the Consultant submits to Sida any statement which has a material effect on the rights, obligations or interests of Sida and which the Consultant knows to be false, b4) or if the Consultant, in the judgement of Sida, has engaged in corrupt or fraudulent practices in competing for or in executing the Contract, or, c) with sixty days written notice of termination, if Sida, at its own discretion decides to terminate the Contract. In case the Contract is terminated in accordance with a) and b) above, Sida shall be entitled to indemnification. In case the Contract is terminated in accordance with c) above, the Consultant shall take immediate steps to terminate the Services in a prompt and orderly manner, to reduce any losses and to keep further costs to a minimum. The Consultant is entitled to, in addition to full reimbursement before the termination becomes effective, reimbursement for reasonable costs for terminating the Services. However, such reimbursement is limited to a maximum period of fifteen days from the date the termination became effective. The Consultant shall, in order not to forfeit its rights, inform Sida in writing of any claim for reimbursement as described above, no later than two months after the expiry of the Contract Termination by the Consultant In addition to what is stated in sub-section 9.7 above, the Consultant may terminate the Contract if any of the following events should occur:

18 18 (18) a) with thirty days written notice of termination, a1) if Sida has not made payments within sixty days of the due dates and such default has not been remedied within thirty days of the Consultant s written notice thereof to Sida, a2) or if Sida is in material breach of contract and has not remedied the same within sixty days of the Consultant s written notice thereof to Sida. In case the Contract is terminated in accordance with a2) above, the Consultant is entitled to indemnification Delivery of the Result In the event of termination of the Contract in accordance with Section 12, the Consultant shall immediately deliver the Result (sub-section 11.7 above) to Sida, or in case of another recipient of the Services, the Recipient. Sida or the Recipient is entitled to use the Result in the same way as if the Services had been completed.