Section V Example Contract Template. Services Agreement

Transcription

1 Section V Example Contract Template Services Agreement This Service Agreement (the Agreement ) is entered into between the International Organization for Migration ( IOM ) in Brussels, represented by Mr. Bernd Hemingway, Regional Representative and [insert name of other party] (the Service Provider ) of [insert address] on [insert date]. 1. Preamble This Service Agreement covers the services for the production of an awareness raising film and an information campaign package to be developed as part of the project Raising awareness on Unaccompanied Minors (UAMs) rights by targeting UAMs through an info campaign and involving them in its development, funded by the European Commission through the 2007 Fundamental Rights and Citizenship programme. The DVD will include 1 film and 6 short information spots designed to inform UAMs about: their rights access to social services the risks they face if they leave state reception centres. It will also include an electronic manual in 7 languages for practitioners (i.e. in 7 versions) and a booklet. The electronic manual will be provided to the Company by IOM. The booklet will be prepared by IOM in close cooperation with the Production Company. The booklet will need to be translated in the 27 selected languages and edited by the Production Company. The DVD will be developed for young people between the ages of 12 and 18. It will be made up of a one hour film and 6 short spots of approximately 3 minutes duration each subtitled in 27 language versions and made available for use in 27 Member States of the European Union and 4 or 5 selected third-countries. The DVD will also include an electronic manual in 7 languages (provided by IOM) and will come with a booklet (which content will be prepared by the IOM Project Management Team in close cooperation and with the support of the Production Company). 2. Services Supplied 2.1 The Service Provider agrees to provide to the IOM the following services (hereinafter, the Services ) in accordance with the Request for Proposals attached to this Agreement, which is an integral part of this Agreement: - To design and produce, in close cooperation with the IOM Project Management Team, a one hour film with subtitles, 6 short information spots also with subtitles; and a DVD with a booklet on UAMs rights in the EU 2.2 The Service Provider shall submit the following deliverables in accordance with the timeline indicated respectively: 1

2 a) The film and spots in 27 language versions (following translation and subtitling) shall be submitted to IOM no later than (date). b) The booklet translated in 27 languages and edited with its final lay-out (to be inserted within the package, content prepared by IOM in close cooperation and with the support of the Production Company) shall be submitted to IOM no later than (date). c) The DVD, comprising a one hour film, 6 short spots, an electronic manual in 7 languages and a booklet put together in a handy and eye catching package shall be submitted to IOM no later than (date). d) 2 Master copies of the DVD shall be submitted to the IOM project management team no later than (date). e) copies of the DVD are produced and supplied to the IOM Project Management Team no later than (date). f) An electronic copy of the package content is supplied to the IOM Project Management Team no later than (date) in a downloadable format that can be placed on IOM/relevant websites and downloaded for easy use in all participating countries. 2.3 The Service Provider agrees to provide the Services required under this Agreement in strict accordance with the specifications of clauses 2.1, 2.2 and the RFP. 3. Charges and Payments 1.1 The total all inclusive fee for the Services under this Agreement shall not exceed the price of [insert price in numbers and letters]. The all inclusive fee is detailed in the budget attached, which forms an integral part of this Agreement. 1.2 The all inclusive fee will be paid in four (4) installments. The first installment of twenty-five percent (25%) of the total amount will be paid upon completion of [insert activity/task]. The second installment of twenty-five percent (25%) of the total amount will be paid upon completion of [insert activity/task]. The third installment of twenty-five percent (25%) of the total amount will be paid upon completion of [insert activity/task]. The fourth installment of twenty-five percent (25%) of the total amount will be paid upon completion and final acceptance by IOM of all the Services under this Agreement. 1.3 Payments shall be made by IOM in Euros and by bank transfer to the following account. [insert bank account of service provider] The price specified for the Services in this Agreement is the total charge to the IOM. The Service Provider shall be responsible for the payment of all taxes, duties, levies and charges assessed on the Service Provider in connection with this Agreement. 4. Warranties The Service Provider warrants that: a) It is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to provide fully and satisfactorily, within the stipulated completion period, all Services in accordance with this Agreement; 2

3 b) In all circumstances it shall act in the best interests of IOM; c) No official of IOM or any third party has received or will be offered by the Service Provider any direct or indirect benefit arising from the Agreement or award thereof; d) It has not misrepresented or concealed any material facts in the procuring of this Agreement; e) The Service Provider, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; f) The remuneration of the Service Provider under this Agreement shall constitute the sole remuneration in connection with this Agreement. The Service Provider shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations there under. The Service Provider shall ensure that any subcontractors, as well as the personnel and agents of either of them, similarly, shall not receive any such additional remuneration. 5. Guarantee and Indemnities 1. The Service Provider shall guarantee any work performed under this Agreement for a period of 12 months after final payment by IOM under this Agreement. 2. The Service Provider shall defend, indemnify, and hold harmless IOM, their officers, employees, and agents from and against all losses, damages, expenses (including legal fees and costs), claims, suits and liabilities, to the extent arising out of or resulting from the: (a) Service Provider's negligent or wrongful acts; (b) Failure of the Service Provider or any Services to fully comply with the terms and conditions of this Agreement. IOM shall promptly notify the Service Provider of any written claim, loss, or demand for which the Service Provider is responsible under this clause. 3. The Service Provider is responsible for ensuring its own insurance coverage for general liability, employment and other required insurance related to its performance of the Services under this Agreement. 6. Termination 1. IOM may terminate this Agreement at any time, in whole or in part. The notice of termination shall state that termination is for IOM s convenience, the extent of which performance under this Agreement is terminated, and the effective termination date. 2. Where IOM terminates this Agreement, IOM may recover any sums paid to the Service Provider for any Services that have not been performed on the date of termination. 7. Audit The Service Provider agrees to maintain records, in accordance with sound and generally accepted accounting procedures, of all direct and indirect costs of whatever nature involving transactions related to the provision of Services under this Agreement. The Service Provider shall make all such records available to IOM or IOM's designated representative at all reasonable times until the 3

4 expiration of five (5) years after the date of final payment, for inspection, audit, or reproduction for the purpose of verifying Services delivered, hours of work performed, or the right of Service Provider to any price adjustment or extra charge claimed under this Agreement. 8. Independent Contractor The Service Provider shall perform all Services under this Agreement as an independent contractor and not as an employee, partner, or agent of IOM. 9. Subcontracting The Service Provider shall not engage the services of a subcontractor to fulfill the obligations under this Agreement without the written permission of IOM. 10. Use of IOM Name The use of the official logo and name of IOM may only be used by the Service Provider in connection with this Agreement and with the prior written approval of IOM. 11. Dispute resolution Any dispute, controversy or claim arising out of or in relation to this Agreement, or the breach, termination or invalidity thereof, shall be settled amicably by negotiation between the Parties. In the event that such negotiation is unsuccessful, either Party may submit the dispute to arbitration. The arbitration will be carried out in accordance with the UNCITRAL arbitration rules. The arbitral award will be final and binding. 12. Confidentiality All information which comes into the Service Provider s possession or knowledge in connection with this Agreement is to be treated as strictly confidential. The Service Provider shall not communicate such information to any third party without the prior written approval of IOM. This obligation shall survive the expiration or termination of this Agreement. 13. Notices Any notice given pursuant to this Agreement will be sufficiently given if it is in writing and delivered, or sent by prepaid post or facsimile to the other Party at the following address: International Organization for Migration MRF Brussels 40 Rue Montoyer 1000 Brussels Belgium [Insert Service Provider s address] 14. Miscellaneous provisions Nothing in this Agreement affects the privileges and immunities enjoyed by IOM as an intergovernmental organization. 4

5 15. Intellectual Property Any intellectual property rights arising from the Services under this Agreement, including copyrights of the DVD, will be vested in IOM who will hold full ownership of the project products. 16. Assignment This Agreement or any rights arising under it may only be assigned with the written permission of the other Party. 17. Waiver Failure by either Party to insist in any one or more instances on a strict performance of any of the provisions of this Agreement shall not constitute a waiver or relinquishment of the right to enforce the provisions of this Agreement in future instances, but this right shall continue and remain in full force and effect. 18. Severability If any part of this Agreement is found to be invalid or unenforceable, that part will be severed from this Agreement and the remainder of the Agreement shall remain in full force. 19. Entire Agreement. This Agreement embodies the entire agreement between the Parties and supersedes all prior agreements and understandings, if any, relating to the subject matter of this Agreement. 20. Final clauses This Agreement will enter into force upon signature by both Parties. Amendments to this Agreement may be made by mutual agreement in writing between the Parties. Signed in two copies, on (date) at (place) For: The International Organization For Migration For: (Service Provider) (name) (title) (name) (title) 5