Udenrigsudvalget 2013-14, Finansudvalget 2013-14, Klima-, Energi- og Bygningsudvalget 2013-14
URU Alm.del Bilag 42, FIU Alm.del Bilag 26, KEB Alm.del Bilag 74
Offentligt
GGGISTANDARD CONTRACTTEMPLATES
SERVICE CONTRACTThis service contract (the “Contract”) is entered into on [insert date] between the Global Green GrowthInstitute, an international organization with its headquarters at 19F Jeongdong Bldg., 21-15, Jeongdong-gil,Jung-gu, Seoul 100-784, Korea (hereinafter referred to as “GGGI”) and [name of company] with itsprincipal office at [address including country] (hereinafter referred to as the “Service Provider”, andtogether with GGGI, each a “Party” and collectively the “Parties”).WHEREAS GGGI desires to engage the services of the Service Provider on the terms and conditionshereinafter set forth; andWHEREAS the Service Provider is ready and willing to accept this Contract with GGGI on the said termsand conditions;NOW, THEREFORE, the Parties hereby agree as follows:Article 1.Nature of Services
The Service Provider shall perform the services as described in Annex A (the “Services”), which forms anintegral part of this Contract.Article 2.Term
The Service Provider shall commence the Services on [date] and shall complete the Services on or before[date].Article 3.Payment
(a) GGGI shall pay the Service Provider for the Services satisfactorily performed in accordance with theContract a total amount of [insert amount] (the “Services Fee”).(b) Upon approval by GGGI of satisfactory provision of the Services in accordance with Annex A, andsubmission of an appropriate invoice in accordance with Annex B “Rules for the Preparation of Invoices,”the Services Fee shall be paid in US dollars [in a lump sum upon completion of the Services / on a monthlybasis (or different intervals) / in accordance with the following payment schedule:Payment Schedule:1st: (…)2nd: (…)3rd: (…)](c) The Service Provider shall have sole responsibility for (i) the payment of all taxes, including anyindirect taxes and value-added taxes (VAT) arising out of or in connection with the Services or theContract, whether paid as part of the Services Fee or not, and (ii) the filing of any required tax returns orother information related thereto with the relevant tax authorities. If any tax must be paid by GGGI onaccount of any payment hereunder, the amount of any such tax shall be deducted from the amount payableby GGGI to the Service Provider.(d) Payment shall be made to the following account of the Service Provider:Name of account holder:Account number:Name of Bank:Address of Bank:Routing Number:Swift Code:
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BIC (international bank code):Article 4.Notices and Requests
Any notice or request under this Contract shall be in writing. Such notice or request shall be deemed to beduly given or made when it shall have been delivered by hand, mail, cable, e-mail or fax to the party towhich it is required to be given or made at such party's address specified below:For GGGI:Global Green Growth Institute19F Jeongdong Bldg., 15-5 Jeong-dong, Jung-gu, Seoul,Republic of KoreaAttention:[operation leader]Fax Number:[fax_nr]E-mail:[Email]Address:Attention:Fax Number:E-mail:[address][operation leader][fax_nr][email]
For the Service Provider:
Article 5.
Rights and Obligations of the Service Provider
The rights and obligations of the Service Provider are strictly limited to the terms and conditions of theContract, including the General Conditions of Contract attached as Annex C, which together with AnnexesA and B form an integral part of the Contract. Accordingly, the Service Provider shall not be entitled to anypayment except as expressly provided in the Contract.Article 6.Effectiveness
This Contract shall become effective upon due execution by both parties and shall continue in full forceand effect until the earlier of (i) the completion of the Services and all payments therefor, or (ii)termination of the Contract in accordance with Clause G-11 of the General Conditions of Contract.
IN WITNESS WHEREOF, the Parties hereto have executed this Contract.
GLOBAL GREEN GROWTH INSTITUTE
SERVICE PROVIDER
Signature:_____________________________
Signature:______________________________
Name:________________________________
Name:_________________________________
Title: _________________________________
Title: _________________________________
Date:__________________________________
Date: __________________________________
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ANNEX A
TERMS OF REFERENCE
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ANNEX BRULES FOR THE PREPARATION OF INVOICESThe following points shall be observed when submitting invoices for payment.All invoices shall be addressed and sent to:Sivabalan MuthusamyDeputy DirectorFinance TeamGlobal Green Growth Institute19F Jeongdong Bldg., 15-5 Jeong-dongJung-gu, Seoul, Republic of KoreaThe name of Operation Leader (see Article 4 of this Contract) shall be quoted on the invoice.Invoices must be prepared in English and shall be marked to show the Service Provider’s businessaddress, invoice number and date. The name and telephone number of a person who may becontacted in case of need to raise queries shall be quoted on the invoice.Invoice payments will be made by direct transfer to the bank account referred to in Article 3 ofthis Contract.Full details of the bank account, where payment shall be made, as set out in the Contract must besupplied on the invoices, including currency of the account.Period during which the Services were performed must be stated.If applicable, a numbered list detailing each reimbursable item shall be submitted, withcorrespondingly numbered original receipts for each item attached.GGGI will only make payments after the original signed copy of this Contract has been returnedto the GGGI’s Finance Team and only on submission of original invoices and original supportingreceipts, vouchers or other evidence (no faxes or copies shall be acceptable).If applicable, for reimbursement of air travel costs, original ticket stubs (or boarding cards) andtravel agency receipts must be submitted.Exchange rates for reimbursable expenses will be calculated using the prevailing rates availablein the GGGI financial system.Any change to this Contract necessitating an amendment to this Contract should be completedprior to submission of an invoice.Each invoice shall provide the relevant invoice in relation to the total payment schedule, i.e. bypresenting the full payment schedule: (i) what has been paid so far, (ii) this payment (“interimbill”), and what remains to be paid under the Contract.The last of the invoices (or, as the case may be, the only invoice) issued by the Service Providerfor the Services shall be called the “Final Invoice” and shall be indicated as such. The Final Invoiceshall not be issued until all the Service Provider’s obligations for performing the Services havebeen satisfactorily fulfilled. The “Final Invoice” must be submitted within three months of thecompletion of the Services.
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ANNEX CGENERAL CONDITIONS OF CONTRACTG-1.INSPECTION AND AUDIT BY GGGI
The Service Provider shall permit GGGI or its designated representative(s), upon reasonable notice,periodically during and after the term of the Contract to inspect the Service Provider’s accounts and recordsrelating to the performance of this Contract and make copies thereof and to have them audited by auditorsappointed by GGGI, if so required by GGGI.G-2.(a)SERVICE PROVIDER’S LIABILITY AND INDEMNITYThe Service Provider shall be liable for and indemnify and hold harmless GGGI, its directors, officers,employees and agents in respect of:1)any act or omission, whether negligent, tortuous or otherwise, of the Service Provider, itsdirectors, officers, employees, subcontractors or agents relating to or arising from the provisionof the Services or the matters contemplated in this Contract;any breach by the Service Provider, its directors, officers, employees, subcontractors or agentsof any of the Service Provider's obligations under this Contract;any death or injury to a person resulting from the Service Provider’s, its directors', officers',employees', subcontractors' or agents’ negligence or recklessness;any infringement or alleged infringement by the Service Provider or it directors officers,employees, subcontractors or agents of any patent, copyright, registered design, trade mark right,trade secrets or any other intellectual property rights of any third party (an “Intellectual PropertyInfringement”); orany failure of the Service Provider, its directors, officers, employees, subcontractors or agents tocomply with any applicable law, rule or regulation.
2)
3)
4)
5)
(b) The Service Provider shall indemnify, hold harmless and, subject to GGGI's privileges and immunities,defend GGGI, against all claims, damages, costs (including legal costs), expenses, taxes, penalties,liabilities, proceedings and losses arising from, out of or in connection with Clause G-2(a) 1) or 2) upto an amount equal to the greater of professional liability insurance proceeds or the Services Feestipulated in the Contract, except that such ceiling shall not apply to actions, claims, losses or damagescaused by the Service Provider’s or its employees’ reckless conduct or fraudulent behavior.(c)The Service Provider shall fully indemnify, hold harmless and, subject to GGGI's privileges andimmunities, defend GGGI, against all claims, damages, costs (including legal costs), expenses, taxes,penalties, liabilities, proceedings and losses arising from, out of or in connection with Clauses G-2 (a)3), 4) or 5).
(d) In respect of the indemnification referred to in Clause G-2(a) 4), GGGI shall provide the ServiceProvider with notice of any Intellectual Property Infringement forthwith upon becoming aware of thesame.G-3.INTELLECTUAL PROPERTY AND USE OF FINAL REPORT AND GGGI NAME
(a) GGGI shall retain ownership of all work products and results of the Services and all related intellectualproperty rights and other proprietary rights.
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(b) Any improvement or design made or process or information discovered or copyright work produced byor on behalf of the Service Provider in connection with or relating to the Services (whether capable ofbeing patented or registered or not) shall be original work and shall forthwith be disclosed to GGGI andshall belong to and be the absolute property of GGGI. If and whenever required to do so by GGGI, theService Provider shall at the expense of GGGI apply to join with GGGI in applying for patent letters orother protection or registration in any part of the world for any such invention, improvement, design,process, information or work as aforesaid, and shall at GGGI’s expense do all things necessary forvesting the said patent letters or other protection or registration when obtained and all right title andinterest to and in the same in GGGI absolutely and as a sole beneficial owner.(c) During the term of this Contract and for the purpose of the objectives of the Services, GGGI will granta limited license to use its name and trademarks to the Service Provider so that any work products arisingout of the Services shall be distributed, printed and published under the name and trademarks of GGGI.G-4.CONFIDENTIAL INFORMATION AND UNAUTHORIZED COMMITMENT OF GGGI
(a) Both parties agree to respect each other’s interest in maintaining the confidentiality of information.“Confidential Information” means: any information identified as confidential or proprietary by eitherparty, or that ought reasonably under the circumstances to be treated as confidential or proprietary. Eachparty shall hold all Confidential Information provided to it by the other party in confidence and shalltreat such Confidential Information with the same degree of care that it uses to protect its ownConfidential Information, which must be no less than a reasonable degree of care. Each party shall alsocause its employees, agents or sub-contractors to protect such Confidential Information at least at thesame level of protection that is required under this provision. Either party may publicly discloseConfidential Information only after obtaining the written permission signed by an officer of the otherparty. Either party may disclose Confidential Information to the extent required by law or judicial order,if the prior written notice of such disclosure is furnished to the other party as soon as possible in orderto afford the other party an opportunity to seek a protective order.(b) Except with the prior written consent of GGGI, the Service Provider shall, and shall cause ServiceProvider’s employees, agents or sub-contractors to, refrain from using such above information for theService Provider’s employees’, agents’ and sub–contractors’ own purposes. The Service Provider shallnot have authority to commit GGGI in any way whatsoever, and shall make this clear as circumstancesrequire.G-5.INSURANCE
(a) Except as may be expressly provided herein, any insurance of GGGI will not apply to the ServiceProvider, its employees or any permitted subcontractor used by the Service Provider. All types ofinsurance are the sole responsibility of the Service Provider who shall ensure that appropriate cover isin place before starting to perform the Services. GGGI reserves the right to require evidence that theService Provider has taken out the necessary insurance.(b) The Service Provider shall maintain at its own cost a comprehensive insurance policy including withoutlimitation professional liability insurance in respect of any liability which may arise under Clause G-2or any other provision of this Contract, and shall ensure that the minimum amount of cover per claimunder such policy shall not be less than the Services Fee stipulated in the Contract. Upon signing thisContract, the Service Provider shall provide GGGI with a copy of the certificate of insuranceevidencing the Service Provider’s satisfaction of the requirements hereunder and allow GGGI to inspectsuch document. However, neither inspection nor receipt of such certificate of insurance shall constituteacceptance by GGGI of the terms therefor nor a waiver of the Service Provider’s obligations hereunder.(c)The Service Provider shall be responsible for appropriate insurance coverage and for assuring that anyemployees and subcontractors that it uses also maintain adequate insurance coverage. At GGGI’s
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request, the Service Provider shall promptly provide evidence to GGGI showing that such insurancehas been taken out, maintained and that the current premium has been paid:i) in the event the Service Provider’s employees are using owned, or leased vehicles in carrying outServices under this Contract in the country of assignment, adequate motor vehicle insurance coverin accordance with local standards; andii) workers’ compensation and employer liability insurance, or their equivalents, in respect of theService Provider and its employees, in accordance with the provisions of applicable law, coveringwork activity in the jurisdiction(s) where work is to be carried out, and during the course of travel,as well as, with respect to such employees, any life, health, accident, travel or other insurance asmay be appropriate.G-6.GENERAL COVENANTS
The Service Provider covenants and agrees that:(a) During the term for the provision of services, the Service Provider and its employees shall devote theappropriate time and attention to the performance of the Services and shall at all times act with duediligence and efficiency in providing the Services described in the Contract.(b) At all times, the Service Provider and its employees shall act with appropriate propriety and discretionand, in particular, shall not make any public statement concerning the GGGI or the Services withoutthe prior approval of GGGI. The Service Provider and the employees shall refrain from engaging inany unreasonable political activity.(c) The Service Provider and its employees shall immediately inform GGGI of any accident, injury ordamage to the property of GGGI or to the property or person of any third parties occurring in or arisingout of the performance of the Services and any act, matter or thing which within the knowledge of theService Provider and its employees may have caused such accident or injury. The Service Provider andits employees shall also report immediately to GGGI any circumstances or events which mightreasonably be expected to hinder or prejudice the performance of the Services.(d) The Service Provider shall not assign or subcontract this Contract or any part thereof except with theprior consent in writing of GGGI and only to a firm or a person approved by GGGI.(e) The Service Provider shall ensure that no circumstances arise during the term for the provision ofServices in which any interest of the Service Provider or its employees or any services or other real orpotential benefits which the Service Provider or its employees may render to third parties conflict ormight conflict with the Service Provider’s performance or activities under this Contract.(f) The Service Provider shall respect and abide by all applicable laws, regulations, administrative rulesand guidance of the country of the assignment and of GGGI.(g) The Service Provider shall establish an internal mechanism for its employees, subcontractors, agents orindependent contractors ("Service Provider's personnel") to report any harassment or sexual harassment,as defined in the GGGI Code of Conduct which shall be available to the Service Provider upon request,committed by any staff member of GGGI against the Service Provider's personnel. The ServiceProvider shall communicate such report to GGGI.(h) The Service Provider shall ensure that fundamental rights as guaranteed by the International LabourOrganization’s core conventions are complied with where relevant.
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G-7.
CORRUPT AND FRAUDULENT PRACTICE
GGGI, without prejudice to any other remedy for breach of contract may, by written notice, terminate thisContract if in its judgement, the Service Provider has engaged in corrupt, fraudulent, coercive or collusivepractices in competing for or in executing this Contract. For the purposes of this Clause:“corrupt practice” means the offering, giving, receiving, or soliciting, directly or indirectly, of anything ofvalue to influence improperly the actions of another party in connection with the selection process or in theContract execution in order to obtain or retain business or other improper advantage in the conduct ofbusiness.“fraudulent practice” means any act or omission, including a misrepresentation, that knowingly or recklesslymisleads, or attempts to mislead, a party to obtain a financial or other benefit or to avoid an obligation.“coercive practice” means impairing or harming, or threatening to impair or harm, directly or indirectly, anyparty or the property of the party to influence improperly the actions of a party in connection with theselection process or in the Contract execution in order to obtain or retain business or other improperadvantage in the conduct of business.“collusive practice” means an arrangement between two or more parties designed to achieve an improperpurpose, including influencing improperly the actions of another party, and includes any arrangementsamong the service providers (prior to or after submission of proposals) designed to establish prices atartificial non-competitive levels and to deprive GGGI of the benefits of free and open competition.G-8.(a)SOCIALLY RESPONSIBLE AND ENVIRONMENTALLY SAFE PRACTICEThe Service Provider undertakes to commit to the principles of the UN Supplier Code of Conduct(http://www.un.org/depts/ptd/pdf/conduct_english.pdf), including the UN Global Compact(http://www.unglobalcompact.org/AboutTheGC/TheTenPrinciples/index.html).
(b) The Service Provider shall make its best effort in good faith to refrain from any act or omission thatwould be environmentally harmful during the performance of the Services, and ensure that any act,result or occurrence related to, arising out of or in connection with the Services, or this Contract, is notenvironmentally harmful. The Service Provider shall at all times be in compliance with allenvironmental, health and safety laws of relevant jurisdictions, and observe any applicable internationalenvironmental, health and safety conventions and agreements, in connection with or during theperformance of the Services, or this Contract.G-9.FORCE MAJEURE
(a) For purpose of this Contract, the term "Force Majeure", as employed herein shall mean acts of God,strikes, lock-outs or other industrial disturbances, acts of the public enemy, wars, blockades,insurrections, riots, epidemics, landslides, earthquakes, storms, lightning, floods, washouts, civildisturbances, explosions, and any other similar events, not within the control of either party and whichby the exercise of due diligence neither party is able to overcome.(b) If either party is temporarily unable as a result of an event of Force Majeure to meet any obligationsunder this Contract, such party shall give to the other party written notice of the event within fourteen(14) days after its occurrence.(c)The parties shall take all reasonable measures to minimise the consequences of any event of ForceMajeure.
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(d) Neither party shall be liable to the other party for loss or damage sustained by such other party arisingfrom any event of Force Majeure or delays arising from such event.(e) During any period of the Service Provider’s inability to perform the Services in whole or in part, as aresult of an event of Force Majeure, GGGI, in its sole discretion, may determine whether or not theService Provider shall be entitled to continue to be paid under the terms of this Contract and reimbursedfor additional costs reasonably and necessarily incurred by them during such period and in reactivatingthe Services after the end of such period.G-10.RELATIONSHIP OF THE PARTIES
The Service Provider shall have the legal status of an independent contractor vis-à-vis GGGI, and the ServiceProvider’s employees shall not be regarded, for any purposes, as staff members of GGGI under the GGGIStaff Regulations and Rules. Nothing contained in these Conditions or in this Contract shall be construed asestablishing or creating any relationship other than that of independent contractor between GGGI on the onepart and the Service Provider and its employees on the other part.G-11.(a)TERMINATION AND TERMINATION PROCEDURES
If either party fails to carry out its obligations under this Contract or materially breaches any of itsobligations under this Contract, the non-breaching party may terminate this Contract immediately ifthe breaching party fails to cure such failure or breach within 14 calendar days after having receivedwritten notice by the non-breaching party of the breach or default.GGGI may terminate this Contract immediately by notice if any of the following cases takes place:1)If at any time in the opinion of GGGI whether for reasons of health or otherwise, the ServiceProvider is unable to perform or to complete the Services in an adequate manner;the Service Provider fails to commence the Services past the scheduled date without any justifiableground;the Service Provider fails, or is unlikely, to complete the Services within the term for provisionsof Services for any reason imputable to the Service Provider;GGGI has determined in its reasonable judgment that the Service Provider is in breach of, orincapable to perform, this Contract;the Service Provider’s employees engage in misconduct that is likely to bring GGGI into disrepute;Force Majeure event, as defined in Clause G-9 above, has blocked the performance of Contract,in which case the termination will be in accordance with Clause G-9 of the General Conditions;orOther incidents not imputable to the Service Provider have made the performance of this Contractextremely difficult.
(b)
2)
3)
4)
5)6)
7)
(c)
Upon receipt of notice of termination by GGGI as above, the Service Provider shall take immediatesteps to terminate the Services in a prompt and orderly manner to reduce losses and to keep furtherexpenditures to a minimum. If this Contract is for a fixed-fee or lump sum, the Service Provider shallbe entitled to the proportion of the Services Fee which represents the value to GGGI of work completedor Services provided by the Service Provider under this Contract up to the date of termination.
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(d) Upon termination of this Contract by GGGI (unless such termination shall have been caused by thedefault of the Service Provider), the Service Provider shall be entitled to be reimbursed in full for suchfees and expenses as have been duly incurred prior to the date of such termination. The Service Providershall also be entitled to unavoidable reasonable costs incidental to the orderly termination of theServices, only if such costs are approved by GGGI in advance. For avoidance of any doubt, the ServiceProvider shall be entitled to receive no other or further payment. Insofar as such incidental costsconcern fees and ancillary expenses in respect of termination of this Contract by GGGI, these shall bedeemed avoidable unless the Service Provider can prove to the satisfaction of GGGI that the incurringof such costs beyond the date of termination was unavoidable.(e)G-12.In no event shall any payments provided for in this Clause exceed the Services Fee.LANGUAGE
English shall be the sole language under this Contract and, except as otherwise agreed or required by GGGI,all communication, documentation and reports under this Contract shall be prepared and presented in theEnglish language. In any dispute over language, the English version shall prevail.G-13.EQUIPMENT
(a) Title to any equipment and supplies that may be furnished by GGGI shall rest with GGGI and any suchequipment shall be returned to GGGI at the conclusion of this Contract or when no longer needed bythe Service Provider. Such equipment, when returned to GGGI, shall be in the same condition as whendelivered to the Service Provider, subject to normal wear and tear. The Service Provider shall be liableto compensate GGGI for equipment determined to be damaged or degraded beyond normal wear andtear.(b) Unless otherwise stated, any equipment purchased by the Service Provider under this Contract shall bedisposed of at the end of this Contract at the discretion of GGGI.G-14.(a)MISCELLANEOUS
Amendments and Waivers: No modification, alteration or amendment of this Contract and no waiver ofany provision hereof may be made unless such modification, alteration, amendment or waiver is set forthin writing signed by the parties hereto.
(b) Sole Contract: This Contract, including all attachments and annexes hereto, constitutes the sole agreementof the parties relating to the subject matter hereof and supersedes all oral negotiations and prior writingswith regard to the subject matter hereof.(c)Severability: If one or more provisions of this Contract are held to be unenforceable under applicable law,the parties will renegotiate such provisions in good faith. In the event that the parties cannot reach amutually agreeable and enforceable replacement for such provision then (i) such provision will beexcluded from this Contract, (ii) the balance of this Contract will be interpreted as if such provision wereso excluded and (iii) the balance of this Contract will be enforceable in accordance with its terms.
(d) Counterparts: This Contract may be executed in several counterparts, each of which is deemed an original,but all of which together will constitute one and the same instrument.(e)Advice of Counsel: Each party acknowledges that, in executing this Contract, such party has had theopportunity to seek the advice of independent legal counsel and has read and understood all of the termsand provisions of this Contract. This Contract must not be construed against any party by reason of thedrafting or preparation hereof.
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(f)
Survival of Clause: All terms and provisions of this Contract, including any annexes, which by their natureare intended to survive any termination or expiration of this Contract, shall so survive.
(g) Exclusion of Third Party Rights: A person who is not a party to this Contract has no rights under anycontract law of any jurisdiction or otherwise to enforce any term of this Contract in his/her or its favourexcept that legally recognised successors or permitted assignees shall be deemed to be a party to thisContract.(h) Cumulative Remedies: The rights, powers and remedies of GGGI under this Contract are cumulative andin addition to and not in substitution for any rights, power or remedy that may be available to GGGI atlaw or in equity.(i)Time is of the Essence: Time is of the essence under this Contract.DISPUTE SETTLEMENT
G-15.(a)
The Parties shall use their best efforts to settle amicably any dispute, controversy or claim arising out ofthis Contract or the breach, termination or invalidity thereof.
(b) If the Parties fail to settle any such dispute amicably within sixty (60) days after receipt by one Party ofthe other Party’s written request for such amicable settlement, then the Parties agree that any such disputeshall be settled by arbitration in accordance with the United Nations Commission on International Trade(UNCITRAL) Arbitration Rules as at present in force. The appointment authority for such arbitration shallbe the International Chamber of Commerce International Court of Arbitration. The number of arbitratorsshall be three. The language to be used in the arbitral proceedings shall be English. The Parties agree tobe bound by any arbitration award rendered as a result of such arbitration as the final adjudication of anysuch dispute. The arbitral tribunal shall have no authority to award punitive damages, nor to award interestin excess of five (5) per cent, and any such interest shall be simple interest only. The place of arbitrationshall be Seoul, Republic of Korea.(c)Nothing in or relating to this Contract shall be construed as a waiver, renunciation or modification byGGGI of any immunities from suit or enforcement measures that it may enjoy under any international andnational laws, any agreement between any parties or any international convention or customaryinternational law.APPLICABLE LAW
G-16.
This Contract and any agreement to arbitrate under Clause G-15 shall be governed by the UNIDROIT Principlesof International Commercial Contracts 2010.
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CONTRACT FOR THE CONSULTING SERVICES OF ACOMPANY/ORGANIZATION/INSTITUTIONThis Contract for the consulting services of a company/organization/institution (the “Contract”) is entered intoon [insert date] between the Global Green Growth Institute, an international organization with its headquartersat 19F Jeongdong Bldg., 21-15, Jeongdong-gil, Jung-gu, Seoul 100-784, Korea (hereinafter referred to as“GGGI”) and [name of company/organization/institution] with its principal office at [address including country](hereinafter referred to as the “Consultant”, and together with GGGI, each a “Party” and collectively the“Parties”).WHEREAS GGGI desires to engage the services of the Consultant on the terms and conditions hereinafter setforth; andWHEREAS the Consultant is ready and willing to accept this Contract with GGGI on the said terms andconditions;NOW, THEREFORE, the Parties hereby agree as follows:Article 1.Nature of Services
During the term of the Contract the Consultant shall make available for the [project title] (the “Project”) theexperts (the “Experts”) and other participants named in the “Project Plan” (Annex A) who shall perform theservices (the “Services”) described in Annex A to this Contract. Except as GGGI may otherwise agree, theConsultant shall provide the work, findings or reports as set out in Annex A in accordance with Clause G-1 ofAnnex C “General Conditions of Contract.”Article 2.Duration
The Consultant shall provide the Services starting on [date] (the “Start Date”) and ending on or before [date](the “End Date”). The above period of time shall be referred to as the “Term of Engagement.”Article 3.Monitoring and Evaluation
(a) GGGI will conduct periodic reviews, at least [insert number] times during the Term of Engagement, eitherin person or via video or telephone conference, to which representatives of the beneficiary governments may beinvited to attend.(b) GGGI will conduct independent reviews on the quality and progress of the Project before making paymentin accordance with Article 4.(c) The Consultant shall incorporate all comments and corrections that GGGI requests in the course ofindependent reviews in accordance with Clause G-1 of the General Conditions of Contract.Article 4.Payment
(a) GGGI shall pay the Consultant for the Services satisfactorily performed during the Term of Engagement inaccordance with the Contract, up to a maximum amount of [insert amount] or its equivalent (the “MaximumContract Amount”). Total payments, including fees, expenses, VAT and other taxes and any other payment, tothe Consultant under this Contract shall not exceed the Maximum Contract Amount.(b) Payments will be made in accordance with the “Payment Schedule” provided in Annex B. Prior todisbursement, GGGI will conduct a review of the progress of the Project and provide comments to theConsultant for improvements, if any, so that such comments will be incorporated in the next stage of the Project.(c) Invoices must be prepared in accordance with the “Rules for the Preparation of Invoices” provided in AnnexB in USD or another currency agreed to by GGGI.
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(d) The Consultant will use all remuneration for the purpose of undertaking the Project described in Annex A.The remuneration will not be used for any other purpose without the prior written consent of GGGI. TheConsultant must return to GGGI any portion of remuneration not committed to the Project purposes.(e) Any changes in the Services of the Project, scheduled expenses or payments listed in the “Detailed ProjectBudget and Payment Schedule” (Annex B) will require the prior written approval of GGGI.(f) The Consultant shall have sole responsibility for (i) the payment of all taxes, including any indirect taxesand value-added taxes (VAT) arising out of or in connection with the Services or the Contract, whether paid aspart of the Maximum Contract Amount or not, and (ii) the filing of any required tax returns or other informationrelated thereto with the relevant tax authorities. If any tax must be paid by GGGI on account of any paymenthereunder, the amount of any such tax shall be deducted from the amount payable by GGGI to the Consultant.(g) Payment shall be made to the following account of the Consultant:Name of account:Account number:Name of Bank:Address of Bank:Routing Number:Swift Code:BIC (international bank code):Article 5.Notices and Requests
Any notice or request under this Contract shall be in writing. Such notice or request shall be deemed to be dulygiven or made when it shall have been delivered by hand, mail, cable, e-mail or fax to the party to which it isrequired to be given or made at such party's address specified below:For GGGI:Global Green Growth Institute19F Jeongdong Bldg., 15-5 Jeong-dong, Jung-gu, Seoul,Republic of KoreaAttention:[operation leader]Fax Number:[fax_nr]E-mail:[Email]Address:Attention:Fax Number:E-mail:[As per the Consultant’saddress above][operation leader][consultant_fax_nr][consultant_email]
For the Consultant:
Article 6.
Rights and Obligations of the Consultant
The rights and obligations of the Consultant are strictly limited to the terms and conditions of the Contract,including the General Conditions of Contract attached as Annex C, which together with Annexes A and B forman integral part of the Contract. Accordingly, the Consultant shall not be entitled to any payment except asexpressly provided in the Contract.Article 7.Effectiveness
This Contract shall become effective upon due execution by both parties and shall continue in full forceand effect until the earlier of (i) the completion of the Services and all payments therefor, or (ii) terminationof the Contract in accordance with Clause G-15 of the General Conditions of Contract.
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IN WITNESS WHEREOF, the Parties hereto have executed this Contract.
GLOBAL GREEN GROWTH INSTITUTE
CONSULTANT
Signature:_____________________________
Signature:______________________________
Name:________________________________
Name:_________________________________
Title: _________________________________
Title: _________________________________
Date:__________________________________
Date: __________________________________
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ANNEX AThe Project Plan
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ANNEX BDetailed Project Budget and Payment Schedule
(i) Staffing and Breakdown of Costs[insert currency]1. Fees:Name ofExpertJob TitleWorkingPeriodTotal Numberof Person-days (or othertime unit)ExpertRate per Day(or other timeunit)Total Amount
Total
2. Expenses:TravelVisasAir TravelLocal TravelAccommodationSubsistence AllowanceCommunicationsEquipment PurchasePrinting & PublicationsInterpretationOther ExpensesTotal[description][amount]
3. Contingencies:(utilisation only after prior approval in writing by GGGI)4. VATMAXIMUM CONTRACT AMOUNT(contract ceiling amount)
[insert amount][insert amount][insert amountmentioned in Article4(a)]
Invoices must be prepared according to the attached Rules for the Preparation of Invoices. GGGI shallnot be responsible for delays in paying invoices if the Consultant’s invoices do not comply with theattached Rules.
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(ii) Payment Schedule(1) 30% of the Maximum Contract Amount upon submission by the Consultant of the inception report fully reflectingand incorporating GGGI's comments and suggestions and an appropriate invoice made in accordance with Annex B;(2) 30% of the Maximum Contract Amount upon submission by the Consultant of the interim report fully reflectingand incorporating GGGI's comments and suggestions; an appropriate invoice made in accordance with Annex B; anda financial plan detailing intended use of the second payment of 30% of the Maximum Contract Amount under thisprovision and the final payment of 40% of the Maximum Contact Amount under (3) below; and(3) 40% of the Maximum Contract Amount upon submission by the Consultant of all deliverables, outputs and resultsof the Project and the Contract, including the final report fully reflecting and incorporating GGGI's comments andsuggestions subject to Article 3 and 4 of the Contract, and the final invoice made in accordance with Annex B.
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(iii) Rules for the Preparation of InvoicesThe following points shall be observed when submitting invoices for payment.All invoices shall be addressed and sent to:Sivabalan MuthusamyDeputy DirectorFinance TeamGlobal Green Growth Institute19F Jeongdong Bldg., 15-5 Jeong-dongJung-gu, Seoul, Republic of KoreaThe name of Operation Leader (see Article 5 of this Contract) shall be quoted on the invoice.Invoices must be prepared in English and shall be marked to show the Consultant’s business address,invoice number and date. The name and telephone number of a person who may be contacted in caseof need to raise queries shall be quoted on the invoice.Invoice payments will be made by direct transfer to the bank account referred to in Article 4 of thisContract.Full details of the bank account, where payment shall be made, as set out in the Contract must besupplied on the invoices, including currency of the account.Period during which the Services were performed must be stated.Invoices shall be itemised in the order set out in Annex B.A numbered list detailing each reimbursable item shall be submitted, with correspondingly numberedoriginal receipts for each item attached.GGGI will only make payments after the original signed copy of this Contract has been returned tothe GGGI’s Finance Team and only on submission of original invoices and original supportingreceipts, vouchers or other evidence (no faxes or copies shall be acceptable).For reimbursement of air travel costs, original ticket stubs (or boarding cards) and travel agencyreceipts must be submitted.Exchange rates for reimbursable expenses will be calculated using the prevailing rates available inthe GGGI financial system.Any change to this Contract necessitating an amendment to this Contract should be completed priorto submission of an invoice.Each invoice shall provide the relevant invoice in relation to the total payment schedule, i.e. bypresenting the full payment schedule: (i) what has been paid so far, (ii) this payment (“interim bill”),and what remains to be paid under the Contract.The last of the invoices (or, as the case may be, the only invoice) issued by the Consultant for theServices shall be called the “Final Invoice” and shall be indicated as such. The Final Invoice shallnot be issued until all the Consultant’s obligations for performing the Services have beensatisfactorily fulfilled. The “Final Invoice” must be submitted within three months of the earlier ofthe completion of the Services and the End Date of this Contract.
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ANNEX CGENERAL CONDITIONS OF CONTRACT
G-1.(a)
REPORTS AND FINAL PRODUCTSIn accordance with Article 1 of the Contract, the Consultant shall submit the work, findings or reportsas set out in Annex A. Such submission(s) shall include, but are not limited to, information, data,concepts, know-how, models, analytical tools, frameworks, designs used for, developed during orrelevant to the Services or the Project; the materials used in training sessions, presentations, workshops,meetings. All reports or documents produced for GGGI shall be created in the version of Microsoft’s“Word”, “Excel” and/or “PowerPoint” software, and shall be compatible with “Acrobat”. GGGI willnot accept reports or documents formatted in other software.
(b) As the final products of the Project, the Consultant shall submit a final report which shall includeexecutive summary, narrative description of all aspects of Project, and detailed information on Projectobjectives and milestones, consistent with the Project Plan in Annex A, and a financial report. In thefinancial report, the Consultant shall include detailed and itemized financial statement(s) andsupporting documents for all expenditures, including original receipts, vouchers and ticket stubs.(c)GGGI may request the Consultant to provide additional reports and deliverables, including financialstatement(s), when applicable, for the purpose of its internal record and/or external audit.
(d) The Consultant shall ensure GGGI’s visibility on all work products, reports and deliverables of theProject.(e)The Consultant shall incorporate all comments, changes and corrections, if requested by GGGI in thecourse of independent review processes in accordance with Article 3 of the Contract, and make thefinal submission, which includes, unless otherwise agreed, fifty (50) copies of a revised final report in aformat ready for publication and electronic files of such revised final report, relevant supportingmaterials and a financial report in a compact disk.REPLACEMENT OF EXPERT(S)
G-2.
(a) The engagement of the Consultant by GGGI is conditional upon the Expert(s) being in good health andnot subject to any physical or mental disability which may interfere with the performance of theServices. To this end, the Consultant shall furnish GGGI with all such medical or other evidence asGGGI may reasonably require.(b) GGGI is entitled to demand the replacement of any Expert(s) if, in the opinion of GGGI, the Expert isunable to effectively provide the Services due to reasons related to health, language, ability,professional or personal qualifications and conduct. The Consultant shall bear all additional costsincurred in connection with a replacement of Expert(s) pursuant to this Clause, as well as anyadditional expenses arising for or in relation to the substitute personnel.(c)Following a demand for replacement of the Expert(s) by GGGI, the Consultant shall assign newExpert(s) without delay. The new Expert shall possess qualifications and experience acceptable toGGGI and the relevant fees shall be at a rate no higher than that agreed for the previous Expert.
(d) The Consultant may replace an Expert with another Expert(s) after obtaining GGGI’s written approvalif the Consultant reasonably believes it can prove that the replacement will improve or preventdeterioration of the quality of the Services.G-3.IMMUNITIESGGGI shall make all reasonable endeavours to ensure that the Experts receive any available privileges,immunities and exemptions accorded to an expert performing a mission for GGGI. The Consultant andPage8of16
Experts hereby acknowledge that any privileges, immunities and exemptions afforded to them areafforded solely in relation to the provision of the Services and can at any time be waived by GGGI.G-4.(a)FEESWhere the fee is paid as a fixed fee or lump sum it shall include all ancillary services such as secretarialservices and research, as may be incurred for the purposes of the Services as specified in this Contract.Unless otherwise specified in this Contract, per diem allowances and travel expenses and all othermiscellaneous expenses shall be deemed to be included in the fixed fee or lump sum payment.
(b) The fees specified in this Contract shall be deemed to include provision for all leave, insurance, socialwelfare charges or contributions to which the Consultant may be or may become liable to pay (by lawor by agreement) during the Term of Engagement. The Consultant has full and sole responsibility forcomplying with any applicable law, regulation, administrative rule or guidance in this respect and shallindemnify GGGI against any claim against GGGI for non-compliance thereof, whether made before orafter the termination or expiry of this Contract. Except as may be otherwise specified in this Contract,the fees shall also be deemed to include all administrative expenses, and other overheads of theConsultant.(c)Except as otherwise agreed between the parties, no fees shall be paid in respect of work performedother than during the Term of Engagement.INSPECTION AND AUDIT BY GGGI
G-5.
(a) The Consultant shall maintain books and records regarding the Project and details of the receipt andother inflow, and use, disbursement and other outflow, of GGGI’s funds and make them available forinspection by GGGI upon GGGI’s request, subject to any limitation imposed by applicable law. TheConsultant shall maintain copies of any records and reports under this Contract for a period of at leastthree years after the Term of Engagement ends.(b) The Consultant shall permit GGGI or its designated representative(s), upon reasonable notice,periodically during and after the Term of Engagement to inspect the Consultant’s accounts and recordsrelating to the performance of this Contract and make copies thereof and to have them audited byauditors appointed by GGGI, if so required by GGGI.G-6.(a)CONSULTANT’S LIABILITY AND INDEMNITYSubject to Clauses G-6(b), (c) and (d), the Consultant shall be liable for and indemnify and holdharmless GGGI, its directors, officers, employees and agents in respect of:1)any act or omission, whether negligent, tortuous or otherwise, of the Consultant, its Expert(s),directors, officers, employees, subcontractors or agents relating to or arising from the provision ofthe Services or the matters contemplated in this Contract;any breach by the Consultant, its Expert(s), directors, officers, employees, subcontractors oragents of any of the Consultant's or Expert(s)' obligations under this Contract;any death or injury to a person resulting from the Consultant's, its Expert(s)', directors', officers',employees', subcontractors' or agents’ negligence or recklessness;any infringement or alleged infringement by the Consultant, its Expert(s), directors, officers,employees, subcontractors or agents of any patent, copyright, registered design, trade mark, tradesecrets or any other intellectual property rights of any third party (“Intellectual PropertyInfringement”); orany failure of the Consultant, its Expert(s), directors, officers, employees, subcontractors or agentsto comply with any applicable law, rule or regulation.Page9of16
2)
3)
4)
5)
(b) The Consultant shall indemnify, hold harmless and, subject to GGGI's privileges and immunities,defend GGGI, against all claims, damages, costs (including legal costs), expenses, taxes, penalties,liabilities, proceedings and losses arising from, out of or in connection with Clause G-6(a) 1) or 2) upto an amount equal to the greater of professional liability insurance proceeds or the Maximum ContractAmount, except that such ceiling shall not apply to actions, claims, losses or damages caused by theConsultant's or Experts' reckless conduct or fraudulent behaviour.(c)The Consultant shall fully indemnify, hold harmless and, subject to GGGI's privileges and immunities,defend GGGI, against all claims, damages, costs (including legal costs), expenses, taxes, penalties,liabilities, proceedings and losses arising from, out of or in connection with Clauses G-6 (a) 3), 4) or 5).
(d) In respect of the indemnification referred to in Clause G-6(a) 4), GGGI shall provide the Consultantwith notice of any Intellectual Property Infringement forthwith upon becoming aware of the same.G-7.INSURANCE
(a) Except as may be expressly provided herein, any insurance of GGGI will not apply to the Consultant orits Experts, directors, officers, employees, subcontractors or agents used by the Consultant. All types ofinsurance are the sole responsibility of the Consultant who shall ensure that appropriate cover is inplace before starting to perform the Services. GGGI reserves the right to require evidence that theConsultant has taken out the necessary insurance.(b) The Consultant shall maintain at its own cost a comprehensive insurance policy including withoutlimitation professional liability insurance in respect of any liability which may arise under Clause G-6or any other provision of this Contract, and shall ensure that the minimum amount of cover per claimunder such policy shall not be less than the Maximum Contract Amount. Upon signing this Contract,the Consultant shall provide GGGI with a copy of the certificate of insurance evidencing theConsultant’s satisfaction of the requirements hereunder and allow GGGI to inspect such document.However, neither inspection nor receipt of such certificate of insurance shall constitute acceptance byGGGI of the terms therefor nor a waiver of the Consultant’s obligations hereunder.(c) The Consultant shall be responsible for appropriate insurance coverage and for assuring that anyExperts, directors, officers, employees, subcontractors or agents it uses also maintain adequateinsurance coverage. At GGGI’s request, the Consultant shall promptly provide evidence to GGGIshowing that such insurance has been taken out, maintained and that the current premium has beenpaid:i) in the event the Consultant’s Expert(s), or employees are using owned, or leased vehicles incarrying out Services under this Contract in the country of assignment, adequate motor vehicleinsurance cover in accordance with local standards; andii) workers’ compensation and employer liability insurance, or their equivalents, in respect of theConsultant, the Expert(s), and the Consultant’s employees, in accordance with the provisions ofapplicable law, covering work activity in the jurisdiction(s) where work is to be carried out, andduring the course of travel, as well as, with respect to such Expert(s) or employees, any life, health,accident, travel or other insurance as may be appropriate.G-8.(a)INTELLECTUAL PROPERTY AND USE OF FINAL REPORT AND GGGI NAMEGGGI shall retain ownership of all work products and results of the Project and all related intellectualproperty rights and other proprietary rights.Any improvement or design made or process or information discovered or copyright work produced byor on behalf of the Consultant in connection with or relating to the Services (whether capable of beingpatented or registered or not) shall be original work and shall forthwith be disclosed to GGGI and shallbelong to and be the absolute property of GGGI. If and whenever required so to do by GGGI, theConsultant shall at the expense of GGGI apply to join with GGGI in applying for patent letters or otherprotection or registration in any part of the world for any such invention, improvement, design, process,Page10of16
(b)
information or work as aforesaid, and shall at GGGI’s expense do all things necessary for vesting thesaid patent letters or other protection or registration when obtained and all right title and interest to andin the same in GGGI absolutely and as a sole beneficial owner.(c)During the term of this Contract and for the purpose of the objectives of the Project, GGGI will grant alimited license to use its name and trademarks to the Consultant so that any work products arising outof the Projects shall be distributed, printed and published under the name and trademarks of GGGI.
G-9. CONFIDENTIAL INFORMATION AND UNAUTHORIZED COMMITMENT OF GGGI(a) Both parties agree to respect each other’s interest in maintaining the confidentiality of information.“Confidential Information” means: any information identified as confidential or proprietary by eitherparty, by a government or by other participating parties in the Project, or that ought reasonably under thecircumstances to be treated as confidential or proprietary. Each party shall hold all ConfidentialInformation provided to it by the other party or by a target government or by other participating partiesin confidence and shall treat such Confidential Information with the same degree of care that it uses toprotect its own Confidential Information, which must be no less than a reasonable degree of care. Eachparty shall also cause its experts, employees, agents or sub-contractors to protect such ConfidentialInformation at least at the same level of protection that is required under this provision. Either party maypublicly disclose Confidential Information only after obtaining the written permission signed by anofficer of the other party. Either party may disclose Confidential Information to the extent required bylaw or judicial order, if the prior written notice of such disclosure is furnished to the other party as soonas possible in order to afford the other party an opportunity to seek a protective order.(b) Except with the prior written consent of GGGI, the Consultant shall, and shall cause the Expert(s), theConsultant's employees, agents or sub-contractors to, refrain from using such above information for theConsultant’s or the Expert(s), the Consultant’s employees’, agents’ and sub–contractors’ own purposes.Neither the Consultant nor the Expert(s) shall have authority to commit GGGI in any way whatsoever,and shall make this clear as circumstances require.G-10.GENERAL COVENANTS
The Consultant covenants and agrees that:(a) During the Term of Engagement, the Expert(s) shall devote the appropriate time and attention to theperformance of the Services and shall at all times act with due diligence and efficiency and inaccordance with the Project Plan set out in Annex A. The Expert(s) shall make or assist in making allsuch reports and recommendations as may be reasonably required by GGGI within the general scope ofthe Services, and shall at all times co-operate with GGGI, its employees and agents in the interests ofthe Project. After the Term of Engagement, including during any Project evaluation by GGGI, theExpert(s) shall continue to co-operate with GGGI to such reasonable extent as may be necessary toclarify or explain any reports, recommendations or other submissions made by the Expert(s).(b) At all times, the Consultant and the Expert(s) shall act with appropriate propriety and discretion and, inparticular, shall not make any public statement concerning the Project, GGGI, or the Services withoutthe prior approval of GGGI. The Consultant and the Experts shall refrain from engaging in anyunreasonable political activity.(c) The Expert(s) shall immediately inform GGGI of any accident, injury or damage to the property ofGGGI or to the property or person of any third parties occurring in or arising out of the performance ofthe Services and any act, matter or thing which within the Expert(s)’ knowledge may have caused suchaccident or injury. The Expert(s) shall also report immediately to GGGI any circumstances or eventswhich might reasonably be expected to hinder or prejudice the performance of the Services includingcircumstances and events relating to the Expert(s)’ transport and accommodation.(d) The Consultant shall not assign or subcontract this Contract or any part thereof to third parties unless theConsultant has obtained prior approval in writing from GGGI after informing GGGI of its ownprocurement plan and procedures.
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(e) After the conclusion of the Term of Engagement, neither the Consultant nor the Expert(s) shall withoutthe prior written consent of GGGI engage in any subsequent work on or in connection with the Projector arising out of the Project for a period of two years provided, however, that such consent shall not beunreasonably withheld.(f) The Consultant shall ensure that no circumstances arise during the Term of Engagement in which anyinterest of the Consultant or the Expert(s) or any services or other real or potential benefits which theConsultant or the Expert(s) may render to third parties conflict or might conflict with the Consultant’sperformance or activities under this Contract.(g) The Consultant shall respect and abide by all applicable laws, regulations, administrative rules andguidance of the country of the assignment and of GGGI.(h) Where GGGI has entered into an agreement with a third party for the provision to the Expert(s) oftransport, accommodation or other facilities, whether in the country of assignment or elsewhere, theExpert(s) shall, so far as may be practicable, utilise such facilities.(i)The Consultant will not violate any agreement with or rights of any third party in connection with theProject or otherwise for or on behalf of GGGI.The Consultant shall establish an internal mechanism for its employees, subcontractors, agents orindependent contractors ("Consultant's personnel") to report any harassment or sexual harassment, asdefined in the GGGI Code of Conduct which shall be available to the Consultant upon request,committed by any staff member of GGGI against the Consultant's personnel. The Consultant shallcommunicate such report to GGGI.The Consultant shall ensure that fundamental rights as guaranteed by the International LabourOrganization’s core conventions are complied with where relevant.CORRUPT AND FRAUDULENT PRACTICE
(j)
(k)
G-11.
GGGI, without prejudice to any other remedy for breach of contract may, by written notice, terminate thisContract if in its judgement, the Consultant has engaged in corrupt, fraudulent, coercive or collusive practices incompeting for or in executing this Contract. For the purposes of this Clause:“corrupt practice” means the offering, giving, receiving, or soliciting, directly or indirectly, of anything of valueto influence improperly the actions of another party in connection with the selection process or in the Contractexecution in order to obtain or retain business or other improper advantage in the conduct of business.“fraudulent practice” means any act or omission, including a misrepresentation, that knowingly or recklesslymisleads, or attempts to mislead, a party to obtain a financial or other benefit or to avoid an obligation.“coercive practice” means impairing or harming, or threatening to impair or harm, directly or indirectly, anyparty or the property of the party to influence improperly the actions of a party in connection with the selectionprocess or in the Contract execution in order to obtain or retain business or other improper advantage in theconduct of business.“collusive practice” means an arrangement between two or more parties designed to achieve an improperpurpose, including influencing improperly the actions of another party, and includes any arrangements amongthe consultants (prior to or after submission of proposals) designed to establish prices at artificial non-competitive levels and to deprive GGGI of the benefits of free and open competition.
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G-12.
SOCIALLY RESPONSIBLE AND ENVIRONMENTALLY SAFE PRACTICE
(a) The Consultant undertakes to commit to the principles of the UN Supplier Code of Conduct(http://www.un.org/depts/ptd/pdf/conduct_english.pdf), including the UN Global Compact(http://www.unglobalcompact.org/AboutTheGC/TheTenPrinciples/index.html).(b) The Consultant shall make its best effort in good faith to refrain from any act or omission that would beenvironmentally harmful during the performance of the Services, and ensure that any act, result oroccurrence related to, arising out of or in connection with the Services, or this Contract, is notenvironmentally harmful. The Consultant shall at all times be in compliance with all environmental,health and safety laws of relevant jurisdictions, and observe any applicable international environmental,health and safety conventions and agreements, in connection with or during the performance of theServices, or this Contract.G-13.(a)FORCE MAJEUREFor purposes of this Contract, the term "Force Majeure", as employed herein shall mean acts of God,strikes, lock-outs or other industrial disturbances, acts of the public enemy, wars, blockades,insurrections, riots, epidemics, landslides, earthquakes, storms, lightning, floods, washouts, civildisturbances, explosions, and any other similar events, not within the control of either party and whichby the exercise of due diligence neither party is able to overcome.
(b) If either party is temporarily unable as a result of an event of Force Majeure to meet any obligationsunder this Contract, such party shall give to the other party written notice of the event within fourteen(14) days after its occurrence.(c) The parties shall take all reasonable measures to minimise the consequences of any event of ForceMajeure.(d) Neither party shall be liable to the other party for loss or damage sustained by such other party arisingfrom any event of Force Majeure or delays arising from such event.(e) During any period of the Consultant’s inability to perform the Services in whole or in part, as a result ofan event of Force Majeure, GGGI, in its sole discretion, may determine whether or not the Consultantshall be entitled to continue to be paid under the terms of this Contract and reimbursed for additionalcosts reasonably and necessarily incurred by them during such period and in reactivating the Servicesafter the end of such period.G-14. RELATIONSHIP OF THE PARTIESThe Consultant shall have the legal status of an independent contractor vis-à-vis GGGI, and the Consultant’spersonnel and subcontractors shall not be regarded, for any purposes, as staff members of GGGI under theGGGI Staff Regulations and Rules. Nothing contained in these Conditions or in this Contract shall be construedas establishing or creating any relationship other than that of independent contractor between GGGI on the onepart and the Consultant, Expert(s), the Consultant’s personnel and subcontractors on the other part.G-15.(a)TERMINATION AND TERMINATION PROCEDURESIf either party fails to perform this Contract or materially breaches any of its obligations under thisContract, the non-breaching party may terminate this Contract immediately if the breaching party failsto cure such failure or breach within 14 calendar days after having received written notice by the non-breaching party of the breach or default.
(b) GGGI may terminate this Contract immediately by notice if any of the following cases takes place:1)If at any time in the opinion of GGGI whether for reasons of health or otherwise, the Expert(s) areunable to perform or to complete the Services in an adequate manner;Page13of16
2)
the Consultant fails to commence the Services for the Project past the scheduled date without anyjustifiable ground;the Consultant fails, or is unlikely, to complete the Services for the Project within the Term ofEngagement for any reason imputable to the Consultant;GGGI has determined in its reasonable judgment that the Consultant is in breach of, or incapableto perform, this Contract;the Consultant or the Expert(s) engages in misconduct that is likely to bring GGGI into disrepute;Force Majeure event, as defined in Clause G-13 above, has blocked the performance of Contract,in which case the termination will be in accordance with Clause G-13 of the General Conditions;orOther incidents not imputable to the Consultant have made the performance of this Contractextremely difficult.
3)
4)
5)6)
7)
(c)
Upon termination of this Contract, the Consultant shall submit the reports and all work products asdescribed in Annex A completed up to the date of termination, any information necessary to explainsuch reports and work products, and other relevant materials to GGGI within one month from thetermination date.
(d) Upon receipt of notice of termination by GGGI as above, the Consultant shall take immediate steps toterminate the Services in a prompt and orderly manner to reduce losses and to keep furtherexpenditures to a minimum. If this Contract is a fixed-fee or lump sum Contract, the Consultant shallbe entitled to that proportion of the Maximum Contract Amount, which represents the value to GGGIof work completed or Services provided by the Consultant under this Contract up to the date oftermination.(e)Upon termination of this Contract by GGGI (unless such termination shall have been caused by thedefault of the Consultant), the Consultant shall be entitled to be reimbursed in full for such fees, perdiems and expenses as have been duly incurred prior to the date of such termination. The Consultantshall also be entitled to unavoidable reasonable costs incidental to the orderly termination of theServices, only if such costs are approved by GGGI in advance. For avoidance of any doubt, theConsultant shall be entitled to receive no other or further payment. Insofar as such incidental costsconcern fees and ancillary expenses in respect of termination of this Contract by GGGI, these shall bedeemed avoidable unless the Consultant can prove to the satisfaction of GGGI that the incurring ofsuch costs beyond the date of termination was unavoidable.In no event shall any payments provided for in this Clause exceed the Maximum Contract Amount.LANGUAGE
(f)G-16.
English shall be the sole language under this Contract and, except as otherwise agreed or required by GGGI, allcommunication, documentation and reports under this Contract shall be prepared and presented in the Englishlanguage. In any dispute over language, the English version shall prevail.G-17.EQUIPMENT
(a) Title to any equipment and supplies that may be furnished by GGGI shall rest with GGGI and any suchequipment shall be returned to GGGI at the conclusion of this Contract or when no longer needed by theConsultant. Such equipment, when returned to GGGI, shall be in the same condition as when deliveredto the Consultant, subject to normal wear and tear. The Consultant shall be liable to compensate GGGIfor equipment determined to be damaged or degraded beyond normal wear and tear.
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(b) Unless otherwise stated, any equipment purchased by the Consultant under this Contract shall bedisposed of at the end of this Contract at the discretion of GGGI.G-18.CONSORTIA, SUBCONTRACTORS AND ASSOCIATION
When the Consultant is permitted by GGGI to associate with individual consultants, consultancy firms,partnerships, entities or other persons, in a consortium or through subcontracting or association, as appropriate,the Consultant will ensure that each such consortium member, subcontractor and/or associate fully complieswith the Consultant's obligations under this Contract. The Consultant shall be liable for the acts or omissions ofsuch consortia members, subcontractors and/or associates. The Consultant will not be relieved of its obligationsunder this Contract by use of such individual consultants, firms, partnerships, entities or other persons.Such permitted individual consultants, firms, partnerships, entities or other persons in the consortia, associationor subcontracting arrangement may only be changed with the prior consent of GGGI.G-19.(a)MISCELLANEOUSAmendments and Waivers: No modification, alteration or amendment of this Contract and no waiver ofany provision hereof may be made unless such modification, alteration, amendment or waiver is setforth in writing signed by the parties hereto.
(b) Sole Contract: This Contract, including all attachments and annexes hereto, constitutes the soleagreement of the parties relating to the subject matter hereof and supersedes all oral negotiations andprior writings with regard to the subject matter hereof.(c)Severability: If one or more provisions of this Contract are held to be unenforceable under applicablelaw, the parties will renegotiate such provisions in good faith. In the event that the parties cannot reacha mutually agreeable and enforceable replacement for such provision then (i) such provision will beexcluded from this Contract, (ii) the balance of this Contract will be interpreted as if such provisionwere so excluded and (iii) the balance of this Contract will be enforceable in accordance with its terms.
(d) Counterparts: This Contract may be executed in several counterparts, each of which is deemed anoriginal, but all of which together will constitute one and the same instrument.(e)Advice of Counsel: Each party acknowledges that, in executing this Contract, such party has had theopportunity to seek the advice of independent legal counsel and has read and understood all of theterms and provisions of this Contract. This Contract must not be construed against any party by reasonof the drafting or preparation hereof.Survival of Clause: All terms and provisions of this Contract, including any annexes, which by theirnature are intended to survive any termination or expiration of this Contract, shall so survive.
(f)
(g) Exclusion of Third Party Rights: A person who is not a party to this Contract has no rights under anycontract law of any jurisdiction or otherwise to enforce any term of this Contract in his/her or its favourexcept that legally recognised successors or permitted assignees shall be deemed to be a party to thisContract.(h) Cumulative Remedies: The rights, powers and remedies of GGGI under this Contract are cumulativeand in addition to and not in substitution for any rights, power or remedy that may be available to GGGIat law or in equity.(i) Time is of the Essence: Time is of the essence under this Contract.
G-20.
DISPUTE SETTLEMENT
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(a) The Parties shall use their best efforts to settle amicably any dispute, controversy or claim arising out ofthis Contract or the breach, termination or invalidity thereof.(b) If the Parties fail to settle any such dispute amicably within sixty (60) days after receipt by one Party ofthe other Party’s written request for such amicable settlement, then the Parties agree that any suchdispute shall be settled by arbitration in accordance with the United Nations Commission onInternational Trade (UNCITRAL) Arbitration Rules as at present in force. The appointment authorityfor such arbitration shall be the International Chamber of Commerce International Court of Arbitration.The number of arbitrators shall be three. The language to be used in the arbitral proceedings shall beEnglish. The Parties agree to be bound by any arbitration award rendered as a result of such arbitrationas the final adjudication of any such dispute. The arbitral tribunal shall have no authority to awardpunitive damages, nor to award interest in excess of five (5) per cent, and any such interest shall besimple interest only. The place of arbitration shall be Seoul, Republic of Korea.(c)Nothing in or relating to this Contract shall be construed as a waiver, renunciation or modification byGGGI of any immunities from suit or enforcement measures that it may enjoy under any internationaland national laws, any agreement between any parties or any international convention or customaryinternational law.
G-21.
APPLICABLE LAW
This Contract and any agreement to arbitrate under Clause G-20 shall be governed by the UNIDROIT Principlesof International Commercial Contracts 2010.
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CONTRACT FOR THE SERVICES OF AN INDIVIDUAL CONSULTANT
This Contract for the services of an individual consultant (the “Contract”) is entered into on [Insert Date]between the Global Green Growth Institute, an international organization with its headquarters at 19FJeongdong Bldg., 21-15, Jeongdong-gil, Jung-gu, Seoul 100-784, Korea (hereinafter referred to as “GGGI”) and[Name of individual consultant], a [Citizenship] citizen (Passport No. _______, Expiration date _________),born on [date of birth] with home address of _______________________ (hereinafter referred to as “theConsultant”, and together with GGGI, each a “Party” and collectively the “Parties”).WHEREAS GGGI desires to engage the services of the Consultant on the terms and conditions hereinafter setforth; andWHEREAS the Consultant is ready and willing to accept this Contract with GGGI on the said terms andconditions;NOW, THEREFORE, the Parties hereby agree as follows:Article 1.Nature of servicesThe Consultant, whose resume is attached as Annex D, shall participate in [project name] (the “Project”) andperform the services as described in the Terms of Reference (the “Services”) which form an integral part of thisContract and are attached as Annex A, in the following location: ____________________Article 2.Duration
The Consultant shall provide the Services to GGGI starting on _____________________ and ending on___________________________ on a [part-time / full-time] basis. The Consultant shall not work beyond eighthours per day and shall not work on non-regular business days without GGGI’s prior approval. [Comment:Ifneeded include the following:The maximum number of working days / hours shall not exceed […] days / hours.]Article 3.Payment
GGGI shall pay the Consultant for the Services [at a daily rate of USD XXXX / at a monthly rate of USDXXXX], and all work-related expenses approved in writing by GGGI. [Comment:If needed include thefollowing:Total payments, including fees, expenses, VAT and other taxes and any other payment, to theConsultant under this Contract shall not exceed [insert total contract amount]]. Upon approval by GGGI ofsatisfactory provision of the Services in accordance with Annex A, and submission of an appropriate invoice[and timesheet(Comment: please also make appropriate changes to the highlighted part in Annex B)]inaccordance with Annex B “Rules for the Preparation of Invoices” and Clause G-1 of the General Conditions ofContract for Individual Consultants attached as Annex C, payment shall be made in US dollars [in a lump sumupon completion of the Services / on the last working day of each month (or different intervals) / in accordancewith the following payment schedule[Comment: please refer to 3.2(d) of the Individual Consultants Policy andProcedures.]Payment Milestones:1st: (…)2nd: (…)3rd: (…)]If the Services have been rendered in part only, or if they are not found to be satisfactory, payment may bereduced accordingly, taking into account all relevant considerations.Payment shall be made to the following account of the Consultant:Name of account holder:Account number:Name of Bank:Page1of10
Address of Bank:Routing Number:Swift Code:BIC (international bank code):The Consultant shall have sole responsibility for (i) the payment of all taxes, including any indirect taxes andvalue-added taxes (VAT) arising out of or in connection with the Services or the Contract, whether paid as partof the contract amount or not, and (ii) the filing of any required tax returns or other information related theretowith the relevant tax authorities. If any tax is required to be paid by GGGI on account of any paymenthereunder, the amount of any such tax shall be deducted from the amounts payable by GGGI to the Consultant.Article 4.Rights and obligations of the Consultant
The rights and obligations of the Consultant are strictly limited to the terms and conditions of this Contract,including its Annexes. Accordingly, the Consultant shall not be entitled to any benefit, payment, subsidy,compensation or entitlement, except as expressly provided in this Contract.
IN WITNESS WHEREOF, the Parties hereto have executed this Contract.By signing below, I, the Consultant, acknowledge and agree that I have read and accept the terms of thisContract, including the General Conditions of Contract for Individual Consultants attached as Annex C whichtogether with Annexes A, B and D form an integral part of the Contract.
GLOBAL GREEN GROWTH INSTITUTE
CONSULTANT
Signature:_____________________________
Signature:_______________________________
Name:________________________________
Name:___________________________________
Title: _________________________________
Date:__________________________________
Date: ___________________________________
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ANNEX ATERMS OF REFERENCE
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ANNEX BRULES FOR THE PREPARATION OF INVOICES
The following points shall be observed when submitting invoices for payment.All invoices shall be addressed and sent to:Sivabalan MuthusamyDeputy DirectorFinance TeamGlobal Green Growth Institute19F Jeongdong Bldg., 15-5 Jeong-dongJung-gu, Seoul, Republic of KoreaInvoices must be prepared in English and shall be marked to show the Consultant’s business address,invoice number and date. The name and telephone number of a person who may be contacted in caseof need to raise queries shall be quoted on the invoice.Invoice payments will be made by direct transfer to the bank account referred to in invoices.Full details of the bank account, where payment shall be made, must be supplied on the invoices,including currency of the account.Period during which the Services were performed must be stated.[Timesheet or billing hour sheet providing detailed work description [per hour] must be provided.]A numbered list detailing each reimbursable item shall be submitted, with correspondingly numberedoriginal receipts for each item attached.GGGI will make payments only after the original signed copy of the Contract has been returned tothe GGGI and on submission of original invoices and original supporting receipts, vouchers or otherevidence (no faxes or copies shall be acceptable).For reimbursement of air travel costs, original ticket stubs (or boarding cards) and travel agencyreceipts must be submitted.Exchange rates for reimbursable expenses will be calculated using the prevailing rates available inthe GGGI financial system.Any change to the Contract necessitating an amendment to the Contract should be completed prior tosubmission of an invoice.Each invoice shall provide the relevant invoice in relation to the total payment schedule, i.e. bypresenting the full payment schedule: (i) what has been paid so far, (ii) this payment (“interim bill”),and what remains to be paid under the Contract.The last of the invoices (or, as the case may be, the only invoice) issued by the Consultant for theServices shall be called the “Final Invoice” and shall be indicated as such. The Final Invoice shall notbe issued until all the Consultant’s obligations for performing the Services have been satisfactorilyfulfilled. The “Final Invoice” must be submitted within three months of the earlier of the completionof the Services and the End date of the Contract.
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ANNEX CGENERAL CONDITIONS OF CONTRACT FOR INDIVDUAL CONSULTANTS
G-1. CONSULTANT’S TRAVEL FOR GGGIIn the event the Consultant travels to perform this Contract at the request or invitation of GGGI to a location(s)other than the city(s) of the Consultant’s usual place(s) of residence or normal place(s) of work during theperiod specified in Article 2 of the Contract, the following shall apply:(a) The Consultant must be requested or invited by an authorized GGGI employee to travel for a specificmission;(b) The appropriate class of travel by air or by train will normally be economy class, although businessclass may be approved taking into account the qualifications and seniority of the Consultant, and thecircumstances of the case such as the number of hours of travel involved and/or a need for theConsultant to report to work immediately after travel;(c) Travel expenses that may be reimbursed include transportation expenses (i.e. fare for travel by car orby train, or cost of transportation by car; accommodation expenses; daily subsistence allowancedetermined by the Director-General for each travel location; terminal expenses; and miscellaneoustravel expenses). Transportation reimbursed by GGGI shall be by the most direct and economical routetaking into account time constraints.(d) Unless otherwise agreed, GGGI shall reimburse the Consultant for travel expenses after the Consultantcompletes the trip(s) and submits to GGGI all required documents, information and materials,including mission report(s) and back-up documentation for expenses, such as receipts, vouchers,coupons, bills, etc., in accordance with the rules set out in Annex B. GGGI will reimburse theConsultant for incurred expenses only after the Consultant has complied with the rules;(e) Any unreasonable expenses may be denied for reimbursement at the discretion of GGGI; and(f) When travel expenses for the Consultant are partly or fully paid by a third party, the contribution ofGGGI shall be reduced or eliminated accordingly.G-2. CONSULTANT'S LIABILITY AND INDEMNITY(a) The Consultant shall be liable for and indemnify and hold harmless GGGI, its directors, officers,employees and agents against and from any losses, costs, liabilities, obligations, claims, damages,deficiencies, expenses (including attorneys’ fees, court costs and other costs of suit), fines and penalties(collectively, the “Losses”) resulting from:i.any act or omission, whether negligent, tortuous or otherwise, of the Consultant relating to orarising from the provision of the Services or the matters contemplated in this Contract;ii.any breach by the Consultant of his or her obligations under this Contract;iii.any death or injury to a person resulting from the Consultant's negligence or recklessness;iv.the infringement or alleged infringement by the Consultant of any patent, copyright, registereddesign, trade mark, trade secrets or any other intellectual property rights of any third party (an“Intellectual Property Infringement”); orv.any failure of the Consultant to comply with any applicable law, rule or regulation.(b) Liability of the Consultant to GGGI under Clause G-2(a) above will be limited to the amount payableby GGGI for the Consultant’s services under this ContractG-3. INTELLECTUAL PROPERTY AND USE OF FINAL REPORT AND GGGI NAME(a) Any and all inventions, concepts, ideas, discoveries, analyses, materials, information, reports works ofauthorship and the like made by or on behalf of the Consultant (whether capable of being patented orregistered or not) during the term of this Contract which relate to or result from the Servicesperformed under this Contract (the “Work Products”) shall be original work and shall forthwith bedisclosed to GGGI.(b) Such Work Products shall belong to and be the absolute property of GGGI. The Consultant shallassign to GGGI the entire right, title, and interest of the Consultant in and to the Work Products and inall related proprietary rights.
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(c) If and whenever required to do so by GGGI, the Consultant shall join GGGI, at the expense of GGGI,in applying for patent letters or other protection or registration in any part of the world for any of theWork Products, and shall do, at GGGI’s expense, all things necessary for vesting the said patentletters or other protection or registration when obtained and all right title and interest to and in thesame in GGGI as the sole beneficial owner.G-4. CONFIDENTIAL INFORMATION AND UNAUTHORIZED COMMITMENT OF GGGI(a) For purposes of this Contract, “Confidential Information” means any information identified asconfidential or proprietary by either Party I or by the government or other parties participating in theProject (the “Related Parties”), or that ought reasonably under the circumstances to be treated asconfidential or proprietary.(b) Each Party shall hold all Confidential Information provided to it by the other Party or any of theRelated Parties in confidence and shall treat such Confidential Information with the same degree ofcare that it uses to protect its own Confidential Information, which must be no less than a reasonabledegree of care.(c) Each Party shall also cause its sub-contractors or any third parties who need to know the ConfidentialInformation for the performance of such Party’s obligations hereunder (collectively, the“Subcontractors”) to be bound by the terms of this Clause G-4 to the same extent as if they were partieshereto.(d) Either Party may publicly disclose Confidential Information only after obtaining the written permissionsigned by the other Party. Either Party may disclose Confidential Information to the extent required bylaw or judicial order, if the prior written notice of such disclosure is furnished to the other Party as soonas possible in order to afford the other Party an opportunity to seek a protective order.(e) Upon termination or expiration of this Contract or upon written request by GGGI, the Consultant shallimmediately deliver to GGGI the originals and all copies of Confidential Information of GGGI in theConsultant’s possession or under the Consultant’s control.(f) Except with the prior written consent of GGGI, the Consultant shall, and shall cause the Subcontractorsto, refrain from using such above information for the Subcontractors’ own purposes.(g) The Consultant shall refrain from making any public statement concerning the Project, GGGI, or theServices without the prior approval of GGGI.G-5. EQUIPMENTUnless otherwise agreed by the Parties elsewhere in this Contract, the Consultant shall use his or her ownequipment such as computer, laptop or notebook for performing the Services and shall ensure that any suchequipment complies with GGGI’s technical requirements. In the event that the equipment is provided by GGGIto the Consultant, such equipment shall remain the property of GGGI and shall be immediately returned toGGGI upon expiration or termination of this Contract.G-6. INSURANCE AND MEDICAL FITNESS(a) The Consultant must obtain adequate insurance against claims by third parties resulting from acts ofthe Consultant in carrying out the Services.(b) The Consultant shall be responsible for arranging at his or her own expense appropriate personalmedical, life or other insurance while engaged by GGGI under this Contract, and is not eligible toparticipate in any of the insurance or pension schemes available to GGGI staff members. GGGIundertakes no responsibility in respect to life, health, accident, travel or any other insurance coveragefor the Consultant.(c) The Consultant shall submit a signed statement that he or she is medically fit to perform the Services.If requested to travel by GGGI, the Consultant shall also certify that he or she has received thenecessary inoculations and/or has taken other appropriate medical precautions. GGGI reserves theright to require the Consultant to submit to a medical examination by a physician designated for thatpurpose by GGGI, and to terminate the Contract if the results establish that the Consultant is notmedically fit to perform the Services.G-7. GENERAL COVENANTSThe Consultant covenants and agrees as follows:
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(a) After the termination or expiration of this Contract, the Consultant shall continue to co-operate withGGGI to such reasonable extent as may be necessary to clarify or explain any reports,recommendations or other submissions made by the Consultant.(b) The Consultant shall report without unreasonable delay to GGGI any accident, injury or damage to theproperty of GGGI or to the property or person of any third parties occurring in or arising out of theperformance of the Services and any act, matter or thing which within the Consultant’s knowledge mayhave caused such accident or injury. The Consultant shall also report without unreasonable delay toGGGI any circumstances or events which might reasonably be expected to hinder or prejudice theperformance of the Services including circumstances and events relating to the transportation andaccommodation.(c) The Consultant shall not assign or subcontract this Contract or any part thereof to third parties unlessthe Consultant has obtained prior approval in writing from GGGI after informing the GGGI of its ownprocurement plan and procedures.(d) After the termination or expiration of this Contract, the Consultant shall not, without the prior writtenconsent of GGGI, engage in any subsequent work on or in connection with the Project or arising out ofthe Project for a period of two years after the termination or expiration of this Contract, as applicable,provided, however, that such consent shall not be unreasonably withheld.(e) During the term of this Contract, the Consultant may not engage in any activity that is incompatiblewith the discharge of his or her duties. The Consultant shall ensure that no circumstances arise in whichany interest of the Consultant or any services or other real or potential benefits which the Consultantmay render to third parties conflict or might conflict with the Consultant’s performance or activitiesunder this Contract.(f) The Consultant shall respect and abide by all applicable laws, regulations, administrative rules andguidance of the country of the assignment.(g) The Consultant shall exercise the utmost discretion with regard to all matters of GGGI official business.The Consultant is responsible for ensuring the appropriate use and protection of GGGI’s property andassets and for avoiding waste and abuse.(h) The Consultant shall not communicate to any Government or third party any information known tothem by reason of their service that they know or should have known has not been made public exceptas appropriate in the normal course of their duties or by authorization of the Director-General.(i) The Consultant shall neither seek nor accept from any government, or other source external to GGGI,instructions regarding the Services to be performed for GGGI under this Contract.(j) The Consultant shall not use the knowledge acquired in the course of the performance of the Servicesfor the private advantage of the Consultant or any third party.(k) The Consultant shall not engage in discrimination, harassment or sexual harassment against anindividual or group of individuals on any basis or in any form.G-8. CORRUPT AND FRAUDULENT PRACTICEGGGI, without prejudice to any other remedy for breach of contract may, by written notice, terminate thisContract if in its judgment the Consultant has engaged in corrupt, fraudulent, coercive or collusive practices incompeting for or in executing this Contract. For the purposes of this Clause:“corrupt practice” means the offering, giving, receiving, or soliciting, directly or indirectly, of anything of valueto influence improperly the actions of another party in connection with the selection process or in this Contractexecution in order to obtain or retain business or other improper advantage in the conduct of business;“fraudulent practice” means any act or omission, including a misrepresentation, that knowingly or recklesslymisleads, or attempts to mislead, a party to obtain a financial or other benefit or to avoid an obligation;“coercive practice” means impairing or harming, or threatening to impair or harm, directly or indirectly, anyparty or the property of the party to influence improperly the actions of a party in connection with the selectionprocess or execution of this Contract in order to obtain or retain business or other improper advantage in theconduct of business; and“collusive practice” means an arrangement between two or more parties designed to achieve an improperpurpose, including influencing improperly the actions of another party, and includes any arrangements amongthe consultants (prior to or after submission of proposals) designed to establish prices at artificial non-competitive levels and to deprive GGGI of the benefits of free and open competition.
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G-9. SOCIALLY RESPONSIBLE AND ENVIRONMENTALLY SAFE PRACTICE(a) The Consultant undertakes to commit to the principles of the UN Global Compact(http://www.unglobalcompact.org/AboutTheGC/TheTenPrinciples/index.html).(b) The Consultant shall make all reasonable efforts in good faith to refrain from any act or omission thatwould be environmentally harmful during the performance of the Services, and ensure that any act,result or occurrence related to, arising out of or in connection with the Services, or this Contract, is notenvironmentally harmful. The Consultant shall at all times be in compliance with all environmental,health and safety laws of relevant jurisdictions in connection with or during the performance of theServices, or this Contract.G-10. FORCE MAJEURE(a) For purposes of this Contract, the term "Force Majeure", as employed herein shall mean acts of God,strikes, lock-outs or other industrial disturbances, acts of the public enemy, wars, blockades,insurrections, riots, epidemics, landslides, earthquakes, storms, lightning, floods, washouts, civildisturbances, explosions, and any other similar events, not within the control of either Party and whichby the exercise of due diligence neither Party is able to overcome(b) If either Party is temporarily unable as a result of an event of Force Majeure to meet any obligationsunder this Contract, such Party shall give to the other Party written notice of the event within fourteen(14) days after its occurrence.(c) The Parties shall take all reasonable measures to minimize the consequences of any event of ForceMajeure.(d) Neither Party shall be liable to the other Party for loss or damage sustained by such other Party arisingfrom any event of Force Majeure or delays arising from such event.(e) During any period of the Consultant’s inability to perform the Services in whole or in part, as a resultof an event of Force Majeure, GGGI may determine after consultation with the Consultant whether ornot the Consultant shall be entitled to continue to be paid under the terms of this Contract andreimbursed for additional costs reasonably and necessarily incurred by the Consultant during suchperiod and in reactivating the Services after the end of such period.G-11. RELATIONSHIP OF THE PARTIESThe Consultant shall have the legal status of an independent contractor vis-à-vis GGGI, and shall not beregarded, for any purposes, as a staff member of GGGI under the GGGI Staff Regulations and Rules. Nothingcontained in this Contract (including Annexes) shall be construed as establishing or creating any relationshipother than that of independent contractor between GGGI or its regional offices on the one hand and theConsultant on the other hand. The Consultant does not have any authority to bind or act on behalf of GGGI andagrees not to represent to any third party that he has any such authority. Any privileges and immunities of GGGIshall not extend to the Consultant.G-12. TERMINATIONEither Party may terminate this Contract at any time and for any reasons by giving the other Party 14 days’ priornotice in writing. In the event that the Consultant engages in serious misconduct, GGGI may terminate thisContract immediately without notice. If the Contract is terminated, GGGI shall only be liable to pay theConsultant on a pro rata basis for no more than the actual amount of work performed to the satisfaction of GGGIin accordance with the terms of this Contract.G-13. LANGUAGEThis Contract shall be executed in two counterparts in the English language, each of which shall be deemed anoriginal but which, taken together shall constitute one and the same instrument, and except as otherwise agreedor required by GGGI, all communications, documentation and reports under this Contract shall be prepared andpresented in the English language. Should any conflict arise between the English language version of thisContract and any translation hereof, the English language version shall prevail.G-14. DISPUTE SETTLEMENT
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(a) The Parties shall use their best efforts to settle amicably any dispute, controversy or claim arising outof this Contract or the breach, termination or invalidity thereof.(b) If the Parties fail to settle any such dispute amicably within sixty (60) days after receipt by one Party ofthe other Party’s written request for such amicable settlement, then the Parties agree that any suchdispute shall be settled by arbitration in accordance with the United Nations Commission onInternational Trade (UNCITRAL) Arbitration Rules as at present in force. The appointment authorityfor such arbitration shall be the International Chamber of Commerce International Court of Arbitration.The number of arbitrators shall be three. The language to be used in the arbitral proceedings shall beEnglish. The Parties agree to be bound by any arbitration award rendered as a result of such arbitrationas the final adjudication of any such dispute. The arbitral tribunal shall have no authority to awardpunitive damages, nor to award interest in excess of five (5) per cent, and any such interest shall besimple interest only. The place of arbitration shall be Seoul, Republic of Korea.(c) Nothing in or relating to this Contract shall be construed as a waiver, renunciation or modification byGGGI of any immunities from suit or enforcement measures that it may enjoy under any internationaland national laws, any agreement between any parties or any international convention or customaryinternational law.G-15. APPLICABLE LAWThis Contract and any agreement to arbitrate under Clause G-14 shall be governed by the UNIDROIT Principlesof International Commercial Contracts 2010.G-16. MISCELLANEOUS(a) Amendments and Waivers: No modification, alteration or amendment of this Contract and no waiverof any provision hereof may be made unless such modification, alteration, amendment or waiver is setforth in writing signed by the Parties.(b) Sole Contract: This Contract, including the annexes hereto, constitutes the sole agreement of the Partiesrelating to the subject matter hereof and supersedes all oral negotiations and prior writings with regardto the subject matter hereof.(c) Severability: If one or more provisions of this Contract are held to be unenforceable under applicablelaw, the Parties will renegotiate such provisions in good faith. In the event that the parties cannot reacha mutually agreeable and enforceable replacement for such provision then (i) such provision will beexcluded from this Contract, (ii) the balance of this Contract will be interpreted as if such provisionwere so excluded and (iii) the balance of this Contract will be enforceable in accordance with its terms.(d) Survival of Clause: All terms and provisions of this Contract, including any annexes, which by theirnature are intended to survive any termination or expiration of this Contract, shall so survive.
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ANNEX DRESUME OF THE CONSULTANT
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CONTRACT FOR SUPPLY OF GOODSThis Contract for the supply of goods (“Contract”) is entered into on [insert date] between the GlobalGreen Growth Institute, an international organization with its headquarters at 19F Jeongdong Bldg., 21-15, Jeongdong-gil, Jung-gu, Seoul 100-784, Korea (hereinafter referred to as “GGGI”) and [name ofSupplier] with address at [address including country] (hereinafter referred to as “Supplier”, andtogether with GGGI, each a “Party” and collectively “the Parties”).WHEREAS GGGI wishes to purchase from the Supplier, and the Supplier is willing to supply toGGGI, the Goods as more fully defined hereinafter;WHEREAS the Supplier is ready and willing to accept this Contract with GGGI on the said terms andconditions;NOW, THEREFORE, the Parties hereby agree as follows:
Article 1.
Supply of Goods
The Supplier shall deliver the goods described in Annex A “Conditions for Supply of Goods” (the“Goods”) on the delivery date or dates (“Delivery Date or Dates”) and in accordance with the technicalspecifications and other conditions set out in Annex A, and shall remedy defects therein in conformityin all respects with the provisions of this Contract.Article 2.Payment
(a)GGGI shall pay the Supplier for the Goods provided in accordance with the terms of thisContract a total amount of [insert amount] (the “Contract Amount”).(b)Upon submission of an appropriate invoice by the Supplier in accordance with Annex B“Rules for the Preparation of Invoices”, the Contract Amount shall be paid in US dollar [in a lump sumupon acceptance of the Goods in accordance with G-6(c) of the General Conditions of Contractattached as Annex C / in accordance with the following payment schedule:Payment Schedule:1st: (…)2nd: (…)3rd: (…)](c)The Supplier shall have sole responsibility for (i) the payment of all taxes, including anyindirect taxes and value-added taxes (VAT) arising out of or in connection with the Contract, whetherpaid as part of the Contract Amount or not, and (ii) the filing of any required tax returns or otherinformation related thereto with the relevant tax authorities. If any tax must be paid by GGGI onaccount of any payment hereunder, the amount of any such tax shall be deducted from the amountpayable by GGGI to the Supplier.(d) Payment shall be made to the following account of the Supplier:Name of account holder:Account number:Name of Bank:Address of Bank:Routing Number:Swift Code:BIC (international bank code):Article 3.Notices and Requests
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Any notice or request under this Contract shall be in writing. Such notice or request shall be deemed tobe duly given or made when it shall have been delivered by hand, mail, cable, e-mail or fax to the partyto which it is required to be given or made at such party's address specified below:For GGGI:Global Green Growth Institute19F Jeongdong Bldg., 15-5 Jeong-dong, Jung-gu, Seoul,Republic of KoreaAttention:[authorized representative]Fax Number:[fax_nr]E-mail:[Email]Address:Attention:Fax Number:E-mail:[address][authorized representative][fax_nr][email]
For the Supplier:
Article 4.
Rights and Obligations of the Supplier
The rights and obligations of the Supplier are strictly limited to the terms and conditions of theContract, including the General Conditions of Contract attached as Annex C, which together withAnnex A and B, form an integral part of the Contract. Accordingly, the Supplier shall not be entitled toany payment except as expressly provided in this Contract.Article 5.Effectiveness
This Contract shall become effective upon due execution by both parties and shall continue in fullforce and effect until the earlier of (i) complete performance of the Supplier’s obligations underthe Contract, including warranty obligations, and all payments therefor, or (ii) termination of theContract in accordance with Clause G-17 of the General Conditions of Contract.
IN WITNESS WHEREOF, the Parties hereto have executed this Contract.
GLOBAL GREEN GROWTH INSTITUTE
SUPPLIER
Signature:_____________________________
Signature:______________________________
Name:________________________________
Name:_________________________________
Title: _________________________________
Title: _________________________________
Date:__________________________________
Date: _________________________________
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ANNEX ACONDITIONS FOR SUPPLY OF GOODS
It is recommended to include the following information:-detailed description of goods, quantity, technical specification etc.-delivery date(s)-delivery terms (use of Incoterms 2010 is recommended, such as FOB, CIF, DDU etc.)-documents to be provided, such as invoice, packing lists, insurance documents etc.-packing requirements-Carrier nomination-Other conditions
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ANNEX BRULES FOR THE PREPARATION OF INVOICESThe following points shall be observed when submitting invoices for payment.All invoices shall be addressed and sent to:Sivabalan MuthusamyDeputy DirectorFinance TeamGlobal Green Growth Institute19F Jeongdong Bldg., 15-5 Jeong-dongJung-gu, Seoul, Republic of KoreaThe name of the authorized representative (see Article 3 of this Contract) shall be quoted onthe invoice.Invoices must be prepared in English and shall be marked to show the Supplier’s businessaddress, invoice number and date. The name and telephone number of a person who may becontacted in case of need to raise queries shall be quoted on the invoice.Invoice payments will be made by direct transfer to the bank account referred to in Article 2of this Contract.Full details of the bank account, where payment shall be made, as set out in the Contractmust be supplied on the invoices, including currency of the account.The invoice must describe the Goods delivered as specified in Annex A.If applicable, a numbered list detailing each reimbursable item shall be submitted, withcorrespondingly numbered original receipts for each item attached.GGGI will only make payments after the original signed copy of this Contract has beenreturned to the GGGI’s Finance Team and only on submission of original invoices andoriginal supporting receipts, vouchers or other evidence (no faxes or copies shall beacceptable).If applicable, for reimbursement of air travel costs, original ticket stubs (or boarding cards)and travel agency receipts must be submitted.Exchange rates for reimbursable expenses will be calculated using the prevailing ratesavailable in the GGGI financial system.Any change to this Contract necessitating an amendment to this Contract should becompleted prior to submission of an invoice.Each invoice shall provide the relevant invoice in relation to the total payment schedule, i.e.by presenting the full payment schedule: (i) what has been paid so far, (ii) this payment(“interim bill”), and what remains to be paid under the Contract.The last of the invoices (or, as the case may be, the only invoice) issued by the Supplier shallbe called the “Final Invoice” and shall be indicated as such. The Final Invoice shall not beissued until all the Supplier’s obligations for performing the Contract have beensatisfactorily fulfilled. The “Final Invoice” must be submitted within three months of thecompletion of the performance of the Contract.
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ANNEX CGENERAL CONDITIONS OF CONTRACT
G-1
INSPECTION AND AUDIT BY GGGI
The Supplier shall permit GGGI or its designated representative(s), upon reasonable notice, during andafter the date(s) for delivery of Goods under the Contract to inspect the Supplier’s accounts and recordsrelating to the performance of this Contract and make copies thereof and to have them audited byauditors appointed by GGGI, if so required by GGGI.G-2.SECURITY
(a) To secure performance of its obligations under the Contract, the Supplier shall post sufficientsecurity (“Performance Security”) worth at least 10% of the Contract Amount established underAnnex A. The proceeds of the Performance Security shall be payable to GGGI as compensationfor any loss resulting from the Supplier’s failure to complete its obligations under the Contract.(b) The Performance Security shall be denominated in US Dollar, or in a freely convertible currencyacceptable to GGGI. The Performance Security shall be in one of the following forms:1)2)Cash, cashier’s check, manager’s check, or bank draft;Bank guarantee or an irrevocable stand-by letter of credit issued by a reputable bank inSeoul, Republic of Korea or abroad and acceptable to GGGI;Sovereign guarantee in the amount of one hundred percent (100%) of the Contract Amount;orSuch form as may be specified in Annex A.
3)
4)
(c) The Supplier shall submit the Performance Security within ten (10) calendar days from thesigning of the Contract by both parties.(d) Unless otherwise specified in Annex A, GGGI shall return the Performance Security to theSupplier not later than thirty (30) days following the date of complete performance of theSupplier’s obligations under the Contract, including warranty obligations, and upon issuance byGGGI of a signed letter addressed to the Supplier confirming such complete performance underthe Contract.(e) GGGI shall have the right to unilaterally call the Performance Security when GGGI determinesthat:1)The Supplier, in violation of or contrary to its warranties under the Contract, does not havethe required license, permit, power and/or authority to enter into and fully perform itsobligations under the Contract;The Supplier fails to fulfil any of its warranties and obligations under the Contract; orThe Supplier breached the Contract and failed to remedy the breach, if GGGI deems suchbreach remediable, within seven (7) calendar days from receipt of notice from GGGI.SUPPLIER’S LIABILITY AND INDEMNITY
2)3)
G-3
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(a)
The Supplier shall be liable for and indemnify and hold harmless GGGI, its directors, officers,employees and agents in respect of:1)any act or omission, whether negligent, tortuous or otherwise, of the Supplier, its directors,officers, employees, subcontractors or agents relating to or arising from the provision of theGoods as contemplated in this Contract;any breach by the Supplier, its directors, officers, employees, subcontractors or agents ofany of the Supplier's obligations under this Contract;any death or injury to a person resulting from the Supplier’s, its directors', officers',employees', subcontractors' or agents’ negligence or recklessness;any infringement or alleged infringement of any patent, copyright, registered design, trademark right, trade secrets or any other intellectual property rights of any third party by theuse or sale of the Goods by GGGI (an “Intellectual Property Infringement”); orany failure of the Supplier, its directors, officers, employees, subcontractors or agents tocomply with any applicable law, rule or regulation.
2)
3)
4)
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(b) The Supplier shall indemnify, hold harmless and, subject to GGGI's privileges and immunities,defend GGGI, against all claims, damages, costs (including legal costs), expenses, taxes,penalties, liabilities, proceedings and losses arising from, out of or in connection with Clause G-3(a) 1) or 2) up to an amount equal to the greater of professional liability insurance proceeds orthe Contract Amount, except that such ceiling shall not apply to actions, claims, losses ordamages caused by the Supplier or its employees’ reckless conduct or fraudulent behavior.(c) The Supplier shall fully indemnify, hold harmless and, subject to GGGI's privileges andimmunities, defend GGGI, against all claims, damages, costs (including legal costs), expenses,taxes, penalties, liabilities, proceedings and losses arising from, out of or in connection withClauses G-3 (a) 3), 4) or 5).G-4(a)INSURANCEExcept as may be expressly provided herein, any insurance of GGGI will not apply to theSupplier, its employees or any permitted subcontractor used by the Supplier. All types ofinsurance are the sole responsibility of the Supplier who shall ensure that appropriate cover is inplace before supplying the Goods. GGGI reserves the right to require evidence that the Supplierhas taken out the necessary insurance.If required under Annex A, the Supplier shall maintain at its own cost a comprehensiveinsurance policy including without limitation professional liability insurance in respect of anyliability which may arise under Clause G-3 or any other provision of this Contract, and shallensure that the minimum amount of cover per claim under such policy shall not be less than theContract Amount stipulated in the Contract. Upon signing this Contract, the Supplier shallprovide GGGI with a copy of the certificate of insurance evidencing the Supplier’s satisfaction ofthe requirements hereunder and allow GGGI to inspect such document. However, neitherinspection nor receipt of such certificate of insurance shall constitute acceptance by GGGI of theterms therefor nor a waiver of the Supplier’s obligations hereunder.If required under Annex A, the Supplier shall be responsible for appropriate insurance coverageand for assuring that any employees and subcontractors that it uses also maintain adequateinsurance coverage. At GGGI’s request, the Supplier shall promptly provide evidence to GGGIshowing that such insurance has been taken out, maintained and that the current premium hasbeen paid, including workers’ compensation and employer liability insurance, or their
(b)
(c)
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equivalents, in respect of the Supplier and its employees, in accordance with the provisions ofapplicable law.G-5(a)TECHNICAL SPECIFICATIONSThe Goods shall conform to the technical specifications provided in Annex A (“TechnicalSpecifications”). When no applicable standard is specified, the latest, authoritative standardscustomarily applicable to the Goods in the place where the Goods would be used shall apply.
(b) The Supplier shall deliver Goods that conform to GGGI's environmental policy to, among others,conserve energy, water, wood, paper and other resources, reduce waste and phase out the use ofozone depleting substances and minimize the release of greenhouse gases, volatile organiccompounds and other substances damaging to health and the environment. GGGI shall indicate inAnnex A specific sustainability and environmental requirements, including applicable eco-labels,if there are any.G-6(a)INSPECTION, TESTING AND ACCEPTANCETo confirm that the Goods comply with the Technical Specifications, the Supplier shall have theright to inspect and test the Goods at any time during manufacture and prior to shipment, and toinspect and test the Goods on or within a reasonable time after Delivery Date or Dates. TheSupplier or its subcontractor(s) shall furnish all reasonable facilities and assistance, includingaccess to drawings and production data and other relevant documents at no cost to GGGI. Detailsof the inspection and/or testing that GGGI requires, if there are any, shall be specified in Annex A.
(b) The GGGI may reject the Goods when they are evaluated to be inadequate or not conforming tothe Technical Specifications provided in Annex A. GGGI shall ask the Supplier to either rectify ormodify/improve or replace the Goods, as necessary, and at no cost to GGGI, to meet the requiredspecifications.(c)If the inspection and/or testing reveals that the Goods fully meet the Technical Specifications,GGGI shall accept the Goods by issuing a letter signed by the appropriate GGGI officialcertifying that the Goods were evaluated and found to be delivered according to the terms of theContract. Such acceptance (“Final Acceptance”) shall not relieve the Supplier of the warrantyobligations under this Contract.
(d) In case the Goods do not satisfy the Technical Specifications in spite of the Supplier's continualremedying, GGGI shall, after mutual discussion, be entitled to return the Goods to the Supplier. Inthis case, the Supplier shall refund the full amount prepaid for any rejected Goods and shallindemnify GGGI against all losses, damages and any additional expenses that GGGI incurred torepair or replace the defective Goods.(e)The Supplier's consent to the inspection and/or testing of the Goods or inspection of any spareparts shall not release the Supplier from its warranties or other obligations under the Contract.Unless otherwise agreed, the risk of loss and title to the Goods pass to GGGI upon the FinalAcceptance.WARRANTIES AND REPRESENTATIONSThe Supplier warrants that it has full capacity, authority and consent, including the consent of itsparent company, where applicable, and that it possesses the necessary licenses, permits, andpower to execute and perform its obligations under the Contract. The Supplier further warrantsthat the Contract is executed by the authorized representative of the Supplier.Page7of13
(f)
G-7(a)
(b) All information contained in the Supplier's bid which GGGI accepted for the provision of Goodsare true, accurate and not misleading, except those that the Supplier may have specificallydisclosed in writing to GGGI before executing the Contract;(c)To the best of the Supplier's knowledge and belief, no claim is being asserted and no litigation,arbitration or administrative proceeding is presently in progress, pending or being threatenedagainst the Supplier or any of its assets that could materially and adversely affect the Supplier'sability to deliver the Goods under the Contract.
(d) The Supplier is not subject to any contractual obligation that would materially and adverselyaffect the Supplier's ability to deliver the Goods under the Contract; nor has the Supplier done oromitted to do anything that could materially and adversely affect its assets, financial condition orposition as a going business concern.(e)The Supplier has not filed nor is it facing proceedings for winding up its business or fordissolution, insolvency, bankruptcy, or the appointment of a receiver, liquidator, administrator orsimilar officer in relation to any of the Supplier’s assets or revenue. The Supplier expresslywarrants its financial viability.The Supplier has undertaken all financial accounting and reporting activities required under thegenerally accepted accounting principles that apply to the Supplier and in the country where it isregistered and has complied with applicable securities and tax laws and regulations.
(f)
(g) The Supplier further warrants that Goods and spare parts, if any, supplied under the Contract haveno defect(s) arising from design, materials, workmanship; or damage resulting from any act oromission of the Supplier, or those that may develop under normal use of the Goods and spareparts.(h) To ensure that the Supplier would correct or cause the correction of all defects, the Supplierextends the warranty against defects for a minimum period of three (3) months for supplies and/orone (1) year for equipment, counted after Final Acceptance or other such period as may bespecified in Annex A.(i)(j)The Supplier shall further be liable for implied warranties under applicable laws.GGGI shall promptly notify the Supplier in writing of any claims arising under any or all of theexpress and implied warranties provided in the Contract. Upon receipt of such notice, the Suppliershall, within the period specified under sub-Clause (h) above, repair or replace the defectiveGoods or parts thereof, without cost to GGGI.
(k) If the Supplier, after notice, fails to remedy the defect(s) within the period specified in sub-Clause(h) above, GGGI may take remedial action, as necessary, at the Supplier’s risk and expense andwithout prejudice to any other rights which GGGI may have against the Supplier under theContract and other applicable laws.G-8(a)DELIVERY AND DELAYUnless otherwise provided in Annex A, all shipments of the Goods shall be shipped by theSupplier DDP Seoul Headquarters of GGGI (INCOTERMS 2010).
(b) Without in any way limiting sub-Clause (a) above, all transportation charges, import and exportduties, insurance costs and any other costs and charges on the Goods delivered shall be borne bythe Supplier.
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(c)
The Goods shall be packed in standard packing conditions according to international commercialand industrial practice for international shipment. Without prejudice to foregoing, the Suppliershall apply proper anti-erosion and/or anti-rust compounds or coating, protective waterproofwrapping and/or packing, as the case may be.
(d) The original copies of the invoices and packing lists are to be packed with the Goods, duplicatesand other documents as required by the Supplier are to be sent separately and as quickly aspossible in order to reach GGGI before the shipment arrives in the destination. The Supplier shallinform GGGI of shipping details, including bill of lading numbers, and number of packages, andits expected date of departure and arrival by email or facsimile within twenty-four (24) hours afterthe original shipping date.(e)Time is of the essence. Delivery of the Goods shall be made by the Supplier on the Delivery Dateor Dates that GGGI has required in Annex A.If the Supplier or its subcontractor(s) encounters conditions impeding timely delivery of theGoods, the Supplier shall notify GGGI in writing and at the soonest opportunity of the fact of thedelay, its likely duration and cause(s). GGGI shall evaluate the situation and advise the Supplier ifthe Delivery Date or Dates can be extended.
(f)
(g) Delay in delivery shall render the Supplier liable for liquidated damages provided in Clause G-9below, unless GGGI extends the time of performance or when GGGI determines that the delaywas due to Force Majeure, as defined in Clause G-15.(h) Delay may constitute default that may result in terminating the Contract, forfeiting the Supplier'sPerformance Security and/or awarding the Contract to another qualified Supplier.G-9(a)LIQUIDATED DAMAGESIf the Supplier fails to deliver the Goods on the Delivery Date or Dates, GGGI may deduct fromthe Contract Amount, liquidated damages equivalent to 1% of the Contract Amount for everyweek of delay or part thereof until actual delivery or performance. The maximum allowablededuction for such liquidated damages shall be 10% of the Contract Amount.
(b) Liquidated damages shall be imposed without prejudice to other remedies under the Contract andunder applicable laws. Once the maximum allowable deduction for liquidated damages providedabove is reached, GGGI may consider terminating the Contract based on the grounds provided inClause G-17 below.G-10GENERAL COVENANTS
(a) The Supplier covenants and agrees that it shall immediately notify GGGI in writing when:1)the Supplier merges with, acquires or transfers all or substantially all its assets to anotherentity;any person or entity acquires directly or indirectly the beneficial ownership of equitysecurities and, consequently, the power to elect a majority of the board of directors of theSupplier, or otherwise acquires directly or indirectly the power to control the policy makingdecisions of the Supplier;the Supplier is dissolved; applies for insolvency or bankruptcy; or otherwise admits inwriting its inability to pay its outstanding obligations;
2)
3)
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4)
the Supplier is administratively or judicially declared insolvent or bankrupt, placed underreceivership, administration, rehabilitation or liquidation;the Supplier’s financial condition becomes significantly unstable and threatens to jeopardizethe Supplier’s ability to perform its obligations under the Contract;the Supplier loses any license or authorization required to perform its obligations under theContract; orthe Supplier faces any event beyond the control of the Supplier or a situation that makes itimpossible for the Supplier to carry out its obligations under the Contract.
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(b) The Supplier and its employees shall immediately inform GGGI of any accident, injury ordamage to the property of GGGI or to the property or person of any third parties occurring in orarising out of delivery of the Goods and any act, matter or thing which within the knowledge ofthe Supplier and its employees may have caused such accident or injury.(c)The Supplier shall not assign or subcontract this Contract or any part thereof except with the priorconsent in writing of GGGI and only to a firm or a person approved by GGGI.
(d) The Supplier shall not pay any commissions or fees; grant any rebates or give gifts or favors; orotherwise enter into any financial or business arrangements with GGGI personnel or theirdependents during the Contract.G-11GGGI’S RESPONSIBILITIES
GGGI shall pay the Contract Amount, according to the agreed terms and manner of payment in theContract and subject to the following conditions:(1) The Supplier’s request(s) for payment shall be made to GGGI in writing; accompanied by aninvoice prepared in accordance with Annex B “Rules for the Preparation of Invoices”; andupon fulfillment of other obligations stipulated in the Contract.(2) The Supplier shall submit such documents supporting the Supplier's invoice, as GGGI mayreasonably require under Annex A.(3) Unless otherwise specified in Annex A, payments shall be made only after the appropriateGGGI official certifies that the Goods were evaluated and found to be delivered accordingto the terms of the Contract.(4) Except with the prior approval of the appropriate GGGI official, no payment shall be madefor Goods not yet delivered under the Contract.G-12. CONFIDENTIAL INFORMATION AND UNAUTHORIZED COMMITMENT OFGGGI(a)Both parties agree to respect each other’s interest in maintaining the confidentiality ofinformation. “Confidential Information” means: any information identified as confidential orproprietary by either party, or that ought reasonably under the circumstances to be treated asconfidential or proprietary. Each party shall hold all Confidential Information provided to it bythe other party in confidence and shall treat such Confidential Information with the same degreeof care that it uses to protect its own Confidential Information, which must be no less than areasonable degree of care. Each party shall also cause its employees, agents or sub-contractors toprotect such Confidential Information at least at the same level of protection that is requiredunder this provision. Either party may publicly disclose Confidential Information only afterobtaining the written permission signed by an officer of the other party. Either party may discloseConfidential Information to the extent required by law or judicial order, if the prior written noticePage10of13
of such disclosure is furnished to the other party as soon as possible in order to afford the otherparty an opportunity to seek a protective order.(b) Except with the prior written consent of GGGI, the Supplier shall, and shall cause Supplier’semployees, agents or sub-contractors to, refrain from using such above information for theSupplier’s employees’, agents’ and sub–contractors’ own purposes. The Supplier shall not haveauthority to commit GGGI in any way whatsoever, and shall make this clear as circumstancesrequire.G-13CORRUPT AND FRAUDULENT PRACTICE
GGGI, without prejudice to any other remedy for breach of contract may, by written notice, terminatethis Contract if in its judgement, the Supplier has engaged in corrupt, fraudulent, coercive or collusivepractices in competing for or in executing this Contract. For the purposes of this Clause:1)“corrupt practice” means the offering, giving, receiving, or soliciting, directly orindirectly, of anything of value to influence improperly the actions of another party in connectionwith the selection process or in the Contract execution in order to obtain or retain business orother improper advantage in the conduct of business.2)“fraudulent practice” means any act or omission, including a misrepresentation, thatknowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or otherbenefit or to avoid an obligation.3)“coercive practice” means impairing or harming, or threatening to impair or harm,directly or indirectly, any party or the property of the party to influence improperly the actions ofa party in connection with the selection process or in the Contract execution in order to obtain orretain business or other improper advantage in the conduct of business.4)“collusive practice” means an arrangement between two or more parties designed toachieve an improper purpose, including influencing improperly the actions of another party, andincludes any arrangements among the suppliers of goods (prior to or after submission ofproposals) designed to establish prices at artificial non-competitive levels and to deprive GGGI ofthe benefits of free and open competition.G-14SOCIALLY RESPONSIBLE AND ENVIRONMENTALLY SAFE PRACTICE
(a) The Supplier undertakes to commit to the principles of the UN Supplier Code of Conduct(http://www.un.org/depts/ptd/pdf/conduct_english.pdf), including the UN Global Compact(http://www.unglobalcompact.org/AboutTheGC/TheTenPrinciples/index.html).(b) The Supplier shall make its best effort in good faith to refrain from any act or omission thatwould be environmentally harmful during the performance of the Contract, and ensure that anyact, result or occurrence related to, arising out of or in connection with the this Contract is notenvironmentally harmful. The Supplier shall at all times be in compliance with all environmental,health and safety laws of relevant jurisdictions, and observe any applicable internationalenvironmental, health and safety conventions and agreements, in connection with or during theperformance of this Contract.G-15FORCE MAJEURE
(a) For the purpose of this Contract, the term "Force Majeure", as employed herein shall mean acts ofGod, strikes, lock-outs or other industrial disturbances, acts of the public enemy, wars, blockades,insurrections, riots, epidemics, landslides, earthquakes, storms, lightning, floods, washouts, civildisturbances, explosions, and any other similar events, not within the control of either party andwhich by the exercise of due diligence neither party is able to overcome.
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(b) If either party is temporarily unable as a result of an event of Force Majeure to meet anyobligations under this Contract, such party shall give to the other party written notice of the eventwithin fourteen (14) days after its occurrence.(c)The parties shall take all reasonable measures to minimise the consequences of any event ofForce Majeure.
(d) Neither party shall be liable to the other party for loss or damage sustained by such other partyarising from any event of Force Majeure or delays arising from such event.G-16RELATIONSHIP OF THE PARTIES
The Supplier shall have the legal status of an independent contractor vis-à-vis GGGI, and theSupplier’s employees shall not be regarded, for any purposes, as staff members of GGGI under theGGGI Staff Regulations and Rules. Nothing contained in these Conditions or in this Contract shall beconstrued as establishing or creating any relationship other than that of independent contractor betweenGGGI on the one part and the Supplier and its employees on the other part.G-17TERMINATION AND TERMINATION PROCEDURES
(a) GGGI may terminate the Contract immediately by notice when:1) the Supplier fails and/or delays to deliver the Goods on the Delivery Date or Dates or withinthe extended warranty periods that GGGI would grant under Clause G-7(h) above;2) the undelivered Goods amount to at least ten percent (10%) of the Contact Amount; or3) the Supplier fails to perform any other obligation under the Contract and the Supplier fails tocure such failure within 14 calendar days after having received written notice by GGGI.(b) When GGGI terminates the Contract in whole or in part under the above provisions, GGGI mayprocure similar Goods, and the Supplier shall be liable for any excess costs that GGGI may incuras a result. The Supplier shall continue performing its obligations provided under parts of theContract that remain effective.(c) GGGI may also terminate the Contract when Force Majeure, as defined in Clause G-15 above, hasblocked the performance of the Contract, in which case the termination will be in accordance withClause G-15.G-18LANGUAGE
English shall be the sole language under this Contract and, except as otherwise agreed or required byGGGI, all communication, documentation and reports under this Contract shall be prepared andpresented in the English language. In any dispute over language, the English version shall prevail.G-19(a)MISCELLANEOUSAmendments and Waivers: No modification, alteration or amendment of this Contract and nowaiver of any provision hereof may be made unless such modification, alteration, amendment orwaiver is set forth in writing signed by the parties hereto.
(b) Sole Contract: This Contract, including all attachments and annexes hereto, constitutes the soleagreement of the parties relating to the subject matter hereof and supersedes all oral negotiationsand prior writings with regard to the subject matter hereof.(c) Severability: If one or more provisions of this Contract are held to be unenforceable underapplicable law, the parties will renegotiate such provisions in good faith. In the event that thePage12of13
parties cannot reach a mutually agreeable and enforceable replacement for such provision then (i)such provision will be excluded from this Contract, (ii) the balance of this Contract will beinterpreted as if such provision were so excluded and (iii) the balance of this Contract will beenforceable in accordance with its terms.(d) Counterparts: This Contract may be executed in several counterparts, each of which is deemed anoriginal, but all of which together will constitute one and the same instrument.(e) Advice of Counsel: Each party acknowledges that, in executing this Contract, such party has hadthe opportunity to seek the advice of independent legal counsel and has read and understood allof the terms and provisions of this Contract. This Contract must not be construed against anyparty by reason of the drafting or preparation hereof.(f) Survival of Clause: All terms and provisions of this Contract, including any annexes, which bytheir nature are intended to survive any termination or expiration of this Contract, shall so survive.(g) Exclusion of Third Party Rights: A person who is not a party to this Contract has no rights underany contract law of any jurisdiction or otherwise to enforce any term of this Contract in his/her orits favour except that legally recognised successors or permitted assignees shall be deemed to bea party to this Contract.(h) Cumulative Remedies: The rights, powers and remedies of GGGI under this Contract arecumulative and in addition to and not in substitution for any rights, power or remedy that may beavailable to GGGI at law or in equity.G-20(a)DISPUTE SETTLEMENTThe Parties shall use their best efforts to settle amicably any dispute, controversy or claim arisingout of this Contract or the breach, termination or invalidity thereof.
(b) If the Parties fail to settle any such dispute amicably within sixty (60) days after receipt by one Partyof the other Party’s written request for such amicable settlement, then the Parties agree that any suchdispute shall be settled by arbitration in accordance with the United Nations Commission onInternational Trade (UNCITRAL) Arbitration Rules as at present in force. The appointmentauthority for such arbitration shall be the International Chamber of Commerce International Court ofArbitration. The number of arbitrators shall be three. The language to be used in the arbitralproceedings shall be English. The Parties agree to be bound by any arbitration award rendered as aresult of such arbitration as the final adjudication of any such dispute. The arbitral tribunal shallhave no authority to award punitive damages, nor to award interest in excess of five (5) per cent, andany such interest shall be simple interest only. The place of arbitration shall be Seoul, Republic ofKorea.(c)Nothing in or relating to this Contract shall be construed as a waiver, renunciation or modificationby GGGI of any immunities from suit or enforcement measures that it may enjoy under anyinternational and national laws, any agreement between any parties or any international conventionor customary international law.APPLICABLE LAW
G-21
This Contract and any agreement to arbitrate under Clause G-20 shall be governed by the UNIDROITPrinciples of International Commercial Contracts 2010.
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PURCHASE ORDERPURCHASE ORDER NO:DATE OF ORDER:DATE BY WHICH GOODS MUST BE SHIPPED:ADDRESS AND CONTACT DETAILS FOR GGGI:19F Jeongdong Building, 15-5 Jeong-dong, Jung-gu, Seoul, 100-784 Republic of KoreaTelephone: +82-2-2096-9991 Fax: +82-2-2096-9990
ADDRESS AND CONTRACT DETAILS FOR SELLER:
TERMS OF PAYMENT:
REFERENCE QUOTATION :
DETAILED DESCRIPTION OF GOODS TO BE SUPPLIED:Goods to be supplied:Quantity:Price of each item (Korean Won or USD):Total price (in currency of price listed for each item):BANK DETAILS:Name of account holder:Account number:Name of Bank:Address of Bank:Routing Number:Swift Code:BIC (international bank code):NAME AND POSITION OF STAFF WHO PREPARED PURCHASE ORDER:NAME AND POSITION OF STAFF WHO CHECKED and CONFIRMED THE PURCHASEORDER:NAME AND POSITION OF STAFF WHO APPROVED THE PURCHASE ORDERNOTES:1. Seller’s representative shall sign on the lower right corner of this Purchase Order for acceptance oforder and fax the signed page to GGGI using the above fax numbers.2. Suppliers shall be responsible for (a) providing non-toxic/non-hazardous packaging materials; (b)ensuring safe handling, transport and delivery, and labeling of containers; and (c) removal of packingdebris (i.e. plastic/paper sheet covers, metal/plastic straps, etc.) from GGGI premises at the time ofeach delivery.3. The goods are subject to inspection and acceptance upon delivery.4. Address all statements of accounts and communications to GLOBAL GREEN GROWTHINSTITUTE, Attn. [Head of Procurement]. The original copies of the invoices and packing lists are tobe packed with the goods, duplicates and other documents (2 sets are required) are to be sent separatelyand as quickly as possible in order to reach GGGI before the shipment arrives in Seoul. If possible,send shipping details, included bill of lading numbers, and number of packages, via Fax.
I have read GGGI’s standard terms and conditions on the following pages, which form anintegral part of this contract and agree to be bound by them.Accepted and agreed by the authorized signatory for the above named seller.
Name:Title:
Date:
TERMS AND CONDITIONS1.ENTIRE AGREEMENT:This Purchase Order, including these general terms and conditions, andany special conditions, specifications, drawing and other documents herein constitute the entireagreement between the parties.2.DEFINITIONS:“GGGI” means the Global Green Growth Institute.“Seller” means supplier of the Goods to GGGI.“Goods” means those articles, material, supplies, drawings, data and other property, and performanceof all specified or required services, including but not limited to design, drafting, manufacturing,packing, loading, transportation, quality surveillance and testing, as required to be supplied by theSeller to GGGI in accordance with the Purchase Order and as described therein.“Delivery Point” means the location, on the terms identified herein, set out under “Terms of Delivery”in the Purchase Order.3.ACKNOWLEDGEMENT AND ACCEPTANCE OF PURCHASE ORDER:The Seller, bysigning the acceptance copy of the Purchase Order and returning it to GGGI, signifies acceptance of thePurchase Order and of the terms and conditions governing the Purchase Order and thereby has enteredinto and executed the contract for the Goods and Services stated. The Seller may also signify hisacceptance of the Purchase Order by sending telex/fax to GGGI, Attention: Head, Procurement Office.4.PRICE AND PAYMENTS:The price of the Goods stated in the Purchase Order shall constitutethe full compensation to the Seller for the Goods, and shall include, unless otherwise stated, all costs,fees and other charges of any kind incurred by the Seller related to the Goods prior to delivery of theGoods to GGGI at the Delivery Point. Payment will be made in accordance with the applicableprovisions of the Purchase Order.5.PROGRESS PAYMENTS:Each progress payment made to the Seller must be supported by an“on demand” banker’s guarantee to be provided by the Seller, the format of which shall be mutuallyagreed between the parties, unless otherwise expressly agreed by GGGI. All costs incurred inproviding banker’s guarantees shall be borne by the Seller.6.CHANGES:GGGI may make any change in the specifications including additions to, or deletionsfrom, the quantities of the goods originally ordered. If any such change affects the amount due or thetime of performance hereunder, an equitable adjustment shall be made by GGGI to the amount or to thetime of performance by written change order.7.TERMINATION:GGGI may at any time, at its option, terminate this agreement, in whole or inpart, by giving written notice thereof to the Seller. In the event of such termination, the amount dueunder the Purchase Order shall be subject to an equitable adjustment, provided only that GGGI shallnot be required to pay the Seller for the Goods ordered, but not delivered, which are part of the Seller’sstanding stock.If the Seller becomes insolvent or bankrupt, or enters into liquidation, or gives GGGI reasonableevidence of its inability to deliver the Goods as specified or fails to correct any nonconformity in theGoods, or performs in bad faith by willfully not observing the terms and conditions of this agreement,GGGI may, upon expiry of give (5) days’ written notice of default, terminate this agreement in wholeor in part.8.DELAYS:Time is of the essence. Failure by the Seller to deliver the Goods within the timespecified in the Purchase Order or within a reasonable period of time if no time is specified shall, at theoption of GGGI, relieve GGGI of its obligations to accept and pay for the Goods. Where delays indelivery are due to causes beyond the Seller’s reasonable control (such as act of nature, act ofgovernment, fire, general strike, flood, epidemic, war, riot or civil commotion), delivery shall besubject to an extension of the time for performance, provided the Seller has given GGGI written noticeof delay within three (3) days of its commencement. The extent of any extension to the performanceperiod shall be equal to the time actually lost by the Seller as a result of the delay.9.LIQUIDATED DAMAGES:In case the Seller fails to deliver any or all of the Goods within thetime specified in the Purchase Order, GGGI may, without prejudice to any other remedy it may haveunder the order, deduct from the order value, as liquidated damages, a sum equivalent to one-tenth ofone percent (0.1%) of the contract value for each day of delay in delivery subject to a maximumamount of ten percent (10%) of the order value.10.INSPECTION, TESTING AND ACCEPTANCE:GGGI’s authorized representatives shall havethe right to inspect and test the Goods at any time during manufacture and prior to shipment, and toinspect and test the Goods within a reasonable period of time after their arrival at the place of finalacceptance. Final acceptance of the Goods shall be given by GGGI only upon satisfactory completion
of such final inspection and testing which GGGI may not be able to perform until the Goods have beenplaced into the service for which they were purchased.11.WARRANTY:The Seller warrants that the Goods shall be free from defect in design, material,workmanship and title; shall conform in all respects with the terms of the Purchase Order; and shall beof the best quality if no quality is specified. If any such defect of the Goods becomes evident withinone year of operation, and GGGI so notifies the Seller within a reasonable period of time afterdiscovery of the defect, the Seller shall thereupon promptly correct the defect at its expense.If the Seller does not replace or repair the Goods as notified to the Seller as being defective within aperiod of time reasonable in the circumstances, GGGI shall have the right to remedy the said defect atthe Seller’s risk, cost and expense.12.PATENT-OF-DESIGN INDEMNITY:The Seller shall at its expense, hold harmless and defendGGGI against any claim based upon a claim, rightful or otherwise that the Goods, or any part thereof,infringe a patent or registered design of the country of manufacture, sale or use.13.ASSIGNMENT/SUBCONTRACTING:The Seller shall not assign or subcontract this agreementor any part thereof to third parties unless the Seller has obtained prior approval in writing from GGGIafter informing GGGI of its own procurement plan and procedures.14.LANGUAGE:All communications and documents, including invoices, relating to the PurchaseOrder shall be in English.15.LEGAL STATUS OF GGGI:GGGI is a public international organization, established by anintergovernmental agreement known as the “Agreement on the Establishment of the Global GreenGrowth Institute” and has its principal office in the Republic of Korea, pursuant to the “HeadquartersAgreement between the Global Green Growth Institute and the Government of the Republic of Korea”.GGGI is exempt from any obligation to pay taxes and customs duties in the Republic of Korea underArticle 11 of the above Headquarters Agreement.16.SOCIALLY RESPONSIBLE AND ENVIRONMENTALLY SAFE PRACTICE:The Sellerundertakes to commit to the principles of the UN Supplier Code of Conduct(http://www.un.org/depts/ptd/pdf/conduct_english.pdf), including the UN Global Compact(http://www.unglobalcompact.org/AboutTheGC/TheTenPrinciples/index.html). The Seller shall makeall reasonable efforts in good faith to refrain from any act or omission that would be environmentallyharmful during the performance of the agreement, and ensure that any act, result or occurrence relatedto, arising out of or in connection with this agreement, is not environmentally harmful. The Seller shallat all times be in compliance with all environmental, health and safety laws of relevant jurisdictions inconnection with or during the performance of this agreement.17.ARBITRATION:Any dispute arising out of or in any way relating to this Purchase Order or itsinterpretation or performance shall be referred to arbitration which shall take place in Seoul, Republicof Korea, and shall be settled under the United Nations Commission on International Trade(UNCITRAL) Arbitration Rules with arbitrators selected in accordance with the said Rules. Theapplicable law shall be the UNIDROIT Principles of International Commercial Contracts 2010. Theaward of arbitration shall be final and binding on both parties and shall be in lieu of any other remedy.Nothing in or relating to this agreement shall be construed as a waiver, renunciation or modification byGGGI of any immunities from suit or enforcement measures that it may enjoy under any internationaland national laws, any agreement between any parties or any international convention or customaryinternational law.
