Project Cooperation Agreement between UNICEF and

Preamble

Whereas the United Nations Children's Fund (hereinafter referred to as "UNICEF") and _________________, (hereinafter referred to as "the NGO") have, on the basis of their respective mandate, as a common aim the well-being of children and women;

Whereas UNICEF, on the basis of General Assembly Resolution 417 (V) of 1 December 1950 has been requested to obtain, from nongovernmental organizations having a special interest in child and family welfare the advice and technical assistance required for the implementation of its programmes;

Whereas the Government and UNICEF have, in accordance with the Basic Cooperation Agreement between the Government and UNICEF entered into force on _______________ (only in countries where applicable) concluded a Master Plan of Operations which contains the programmes of cooperation between the Government and UNICEF and which provides the framework for the project, entitled here [name of the project] (hereinafter referred to as "the Project");

Whereas UNICEF has been entrusted by its donors with certain resources that can beallocated for cooperative programmes and projects with external organizations, and is accountable to its donors and the UNICEF Executive Board for the proper management of these funds and can, in accordance with the UNICEF Financial Regulations and Rules, make available such resources for the cooperation in the Project;

Whereas the NGO, its status being in accordance with national regulations, is committed to the generally-accepted principles of participatory, sustainable development and development-oriented humanitarian assistance (for emergency situations); has demonstrated the capacity needed for the activities involved; is apolitical and not profit-oriented;

Whereas the NGO and UNICEF agree that services shall be provided and material assistance be distributed impartially without discrimination, direct or indirect, because of race, creed, nationality status or political belief or any other such circumstances;

Now, therefore, on the basis of mutual trust and in the spirit of friendly cooperation, the NGO and UNICEF have entered into the present Agreement.

Article I. Definitions

For the purpose of the present Agreement, the following definitions shall apply:

a) "Parties" shall mean the NGO and UNICEF;

b) "UNICEF" shall mean the United Nations Children's Fund, a subsidiary organ of the United Nations, established by the General Assembly of the United Nations by resolution 57 (I) of 11 December 1946;

c) "The NGO" shall mean the nongovernmental organization which was established in, and incorporated under the laws of, [country] with the purpose of _________________;

d) "This Agreement" or "the present Agreement" shall mean the present Project Cooperation Agreement, the Project Plan (Annex A), the Project Budget (Annex B), the list of non-expendable property including vehicles (Annex C) and all other documents agreed upon between the Parties to be integral parts of this Agreement;

e) "Project" shall mean all the works and activities as described in the Project Plan;

f) "Government" shall mean the Government of ____________________;

g) "UNICEF Representative" shall mean the UNICEF official in charge of the UNICEF Office in the country, or the person acting on his/her behalf;

h) "Person in charge of the Project" or "Project Manager" shall mean a person appointed by the NGO acting as the overall coordinator of the Project, assuming the primary responsibility for all aspects of it;

i) "Expenditure" shall mean the sum of disbursements made and valid outstanding liabilities incurred in respect of goods and services rendered;

j) "To advance" shall mean a transfer of assets including advances which shall be interpreted as meaning a payment of cash or a transfer of supplies, the accounting for which must be rendered by the NGO at a later date as herein agreed upon between the Parties;

k) "Income" shall mean the interest on the Project Bank Account and all revenue derived from the use or sale of capital equipment, and from items purchased with funds provided by UNICEF;

l) "Force Majeure" shall mean acts of nature, war (whether declared or not), invasion, revolution, insurrection or other acts of a similar nature or force;

Article II. Objective and scope of this Agreement

1. This Agreement sets forth the general terms and conditions of the cooperation between the Parties in all aspects of achieving the Project objectives as set out in the Project Plan, Annex A.

2. The Parties agree to join efforts and to maintain close working relationships in order to achieve the objectives of the Project.

Article III. Duration of the Project Agreement

1. The term of this Agreement shall commence on _________________ and terminate on ______________. The Project shall commence and be completed in accordance with the schedule as set out in the Project Plan.

2. Should it become evident to either Party during the implementation of the Project that an extension beyond the expiration date set out in paragraph 1 above will be necessary to achieve the objectives of this Project, the Party shall without delay inform the other with a view to entering into consultation to agree on a new termination date. Upon agreement on a termination date, the Parties shall conclude an amendment to this effect in accordance with Article XVI.

3. Should it become evident that the Project will not be completed during the approved current country programme agreed between UNICEF and the Government and should UNICEF decide that the extension of the Project will be appropriate within the framework of the new country programme, the Parties may agree to extend the Project for the period of the new country programme orwhichever period of time may be seen fit within the new country programme. The procedure as outlined in Article XVI shall apply.

Article IV. General responsibilities of the Parties

1. The Parties agree to carry out their respective responsibilities in accordance with the provisions of this Agreement.

2. Each Party shall determine and communicate to the other person (or unit) having the ultimate authority and responsibility for the Project on its behalf. The Person in charge of the Project or Project Manager shall be selected as mutually agreed upon between the Parties.

3. The Parties shall keep each other informed of all activities pertaining to the Project and shall consult once every three months or as circumstances arise which may have a bearing on the status of either Party in the country or may affect the achievement of the objectives of the Project, with a view to reviewing the workplan, budget and execution of the Project.

4. The Parties shall cooperate with each other to obtain and secure any licenses and permits required by national laws, where appropriate and necessary for the achievement of the objectives of the Project.

5. The NGO may only use the name and emblem of UNICEF in connection with the Project and subject to prior written consent of the UNICEF Representative in the country.

6. The UNICEF Representative will act as the principal channel for communicating with the Government regarding the Project. The Project Manager will be responsible for the day-to-day contacts with the relevant authorities on operational matters.

7. The UNICEF Representative will facilitate access to information, advisory services, technical and professional support available to UNICEF and assist the NGO to avail UNICEF of the advisory services of other United Nations organizations, whenever necessary.

Article V. Personnel requirements

1. The NGO shall be fully responsible for all work and services performed by its personnel, agents, employees, contractors or sub-contractors.

2. The NGO's personnel, its agents, employees, contractors or sub-contractors shall not beconsidered in any respect as being the employees or agents of UNICEF. The NGO shall ensure thatall relevant national labour laws are observed. The NGO shall provide and maintain all salaries for its employees. It is understood that UNICEF is not liable for any claims for death, bodily injury, disability, damage to property or other hazards which may be suffered by employees of the NGOor of contractors hired by the NGO as a result of their employment or work pertaining to the Project. The NGO shall, therefore, take out and maintain all appropriate workmen's compensation and liability insurance to cover its employees in any such cases and any other insurance as may be agreed upon between the Parties.

3. The NGO shall ensure that its employees and any outside contractors, including technical experts and consultants, meet the highest standards of qualification and technical and professional competence necessary for the achievement of the objectives of the Project and that in decisions on employment related to the execution of the Project shall be free of discrimination on the basis of race, religion, sex handicapped status, ethnic groups or national origin, or other similar factors.

Article VI. Supplies, vehicles and procurement

1. Each Party shall contribute to the Project the supplies, equipment and vehicles as indicated in the Project Budget (Annex B) and detailed in the list of non-expendable property (Annex C).

2. Technical and other equipment, non-expendable materials, supplies and other property furnished or financed by UNICEF shall remain the property of UNICEF and shall be returnedto UNICEF upon completion of the project or upon termination of this Agreement unless otherwise agreed upon between the Parties. Prior to such return the NGO shall, for the protection of such equipment, materials and supplies, obtain appropriate insurance in such amounts as may be agreed upon between the Parties and incorporated in the Project Budget.

3. Vehicles made available to the NGO by UNICEF or purchased by the NGO with funds made available by UNICEF shall remain the property of UNICEF and shall be returned to UNICEF upon completion of the project or upon termination of the present Agreement unless otherwise agreed upon between the Parties. Separate loan agreements (UNICEF standard vehicle loan agreement, but review required) shall be concluded between the NGO and UNICEF pertaining to the use, insurance, maintenance, etc. of the vehicles, unless the Parties agree otherwise in writing. The NGO shall be responsible for the proper maintenance and care of the vehicles made available by UNICEF. The NGO shall not be liable for any normal wear and tear.

4. UNICEF may place on the supplies, equipment and other materials it furnishes or finances, including vehicles, such markings as may be necessary to identify them as being provided by UNICEF.

5. In cases of total damage, theft or other losses of vehicles and other expendable property made available to the NGO, the NGO shall provide UNICEF with a comprehensive report, including a police report, where appropriate, and any other evidence giving full details of the event leading to the loss of the property.

6. In its procedures for local procurement of supplies and equipment with funds made available by UNICEF as provided for in the Project Budget the NGO shall ensure that, when placing orders or awarding contracts for the purchase or hire of all supplies, goods and other equipment under the Project Agreement, it will safeguard the principles of highest quality, economy and efficiency and thatthe placing of will be based on an assessment of competitive quotations or bids, unless otherwise agreed to by UNICEF. The NGO shall purchase products only from those companies that comply with existing national labour laws and regulations with regard to their employment practices(minimum age of employment, wages, working conditions), including apprenticeships for children beyond the age of primary schooling, providing that those laws and regulations comply with the principles established in paragraph 1 of article 32 of the Convention on the Rights of the Child (subject to the country's ratification of the Convention).

7. All international procurement using UNICEF funds shall be undertaken by UNICEF whichis exempt by virtue of its privileges and immunities from the payment of direct taxes and customs duties.

8. The NGO shall maintain complete and accurate records of supplies, equipment and other property purchased with UNICEF funds and shall take periodic physical inventories of all equipment, property and non-expendable materials and supplies. The NGO shall provide UNICEF with recordson such equipment, property and supplies at such time and in such form as UNICEF may reasonably request.

Article VII. Financial and operational arrangements

1. In accordance with the Project Budget (Annex B), UNICEF has allocated and will make available to the NGO funds in the local currency up to the maximum amount of ______________. The first instalment of ___________________ will be advanced to a project bank account designated by the NGO within five working days following the signature of this Agreement. The second and subsequent instalments will be advanced to the NGO as and when reports and accounts in the form of certified statements and/or other agreed upon documentation for the work completed have been submitted to and accepted by UNICEF showing satisfactory management and use of UNICEF's resources.

2. The NGO shall establish a separate bank account for the funds made available by UNICEF,unless UNICEF agrees otherwise and shall inform UNICEF of the opening of such bank account. The project bank account shall be maintained in the local currency.

3. The NGO agrees to utilize the funds and any supplies and equipment provided by UNICEFin strict accordance with the Project Plan and Project Budget. The NGO shall be authorized to make variations not exceeding 10 percent on any one line item of the budget funded by UNICEF as shown in the Project Budget (Annex B), provided that the total budget allocated by UNICEF is not overspent. Whenever possible the NGO shall notify UNICEF about any expected variations at the occasion of the quarterly consultations and reviews as set forth in Article IV, paragraph 3. Any variations exceeding 10 percent on any one line item that may be necessary for the proper andsuccessful implementation of the Project shall be subject to prior consultations with and approval in writing by UNICEF.

4. The NGO shall make available the personnel, supplies and other services as provided for in Annexes A and B. It is understood that UNICEF contributions to the Project Budget, in principle,do not cover overhead costs incurred by the NGO. In exceptional circumstances, personnel cost and other expenses which in the assessment of the Parties are essential to fulfil specific tasks or to reach specific purposes necessary for the effective and efficient implementation of the Project may be included in the Project Budget.

5. The NGO further agrees to return within two (2) weeks any unused supplies made available by UNICEF at the termination or end of this Agreement or the completion of the Project. Any unspent funds shall be returned within three months of the termination of this Agreement or the completion of the Project.

6. UNICEF shall not be liable for the payment of any expenses, fees, tolls or any other financial cost not outlined in the Project Plan or Project Budget, Annexes A and B, unless UNICEF has explicitly agreed in writing to do so prior to the expenditure by the NGO.

Article VIII. Maintenance of records

1. The NGO shall keep accurate and up-to-date records and documents in respect of all expenditures incurred with funds made available by UNICEF to ensure that any obligations entered into and all disbursements made are in conformity with the provisions of the Project Plan (Annex A) and the Project Budget (Annex B). These records shall be kept separately from any other records of the NGO. For each payment, the documentation shall include the project designation, the payee, the amount, purpose and date of the disbursement. Original bills, invoices, receipts and any other supporting documentation pertinent to the transaction shall be attached. It is understood that any income as defined in Article I (i) arising from the management of the Project shall be promptly disclosed to UNICEF. The income shall be recorded as accrued income to UNICEF.

2. All vouchers, bills, invoices, and other financial statements shall be prepared by the NGO and submitted to UNICEF in the local currency.

3. Upon completion of the Project/termination of this Agreement, the NGO shall maintain the records for a period of at least four years, unless otherwise agreed upon between the Parties.

Article IX. Reporting requirements

1. The NGO shall submit to UNICEF every six months or as otherwise agreed upon between the Parties progress reports, if possible in June and December of each year.

2. The NGO shall submit to UNICEF annual financial reports on the funds provided by UNICEF and UNICEF stock reports no later than three months after the end of UNICEF's financial year.

3. Within three months of the completion of the Project or of the termination of the present Agreement, the NGO shall submit to UNICEF a final report on the outcome of the Project, and a final financial report on the use of UNICEF funds, supplies and other equipment.

Article X. Access for UNICEF internal auditors

UNICEF shall have the right, at its own expense, to have the records of the NGO pertaining to the execution of the Project reviewed and copied by the UNICEF Office of Internal Audit or the United Nations Board of Auditors.

Article XI. Responsibility for claims

1. The NGO shall indemnify, hold and save harmless and defend, at its own expense, UNICEF,its officials and persons performing services for UNICEF, from and against all suits, claims, demands and liability of any nature and kind, including their cost and expenses, arising out of the acts or omissions of the NGO or its employees or persons hired for the execution of the present Agreement and the Project.

2. The NGO shall be responsible for, and deal with all claims brought against it by its personnel, employees, agents or contractors.

Article XII. Early termination

1. Either Party shall have the right to terminate this Agreement within thirty days of a written notice to this effect, if the other Party is unable, unwilling or otherwise impeded to perform its obligations and meet its responsibilities under the present Agreement which would seriously endanger the achievement of the objectives of the Project, provided that consultations with a view to eliminating the impediment were unsuccessfully held.

2. Upon receipt of a notice of termination in accordance with the preceding paragraph, the Parties shall take immediate steps to terminate their activities under this Agreement in a prompt and orderly manner so as to minimize losses and further expenditures. No further disbursement of funds by UNICEF to the NGO will take place. The NGO shall undertake no forward commitments and shall return to UNICEF, within 30 days, all unspent funds, supplies and property provided by UNICEF, unless UNICEF agrees otherwise.

Article XIII. Force majeure

1. In the event of and as soon as possible after the occurrence of any cause constituting Force Majeure as defined in Article I (j), the Party(ies) shall give the (each) other notice and, if possible, particulars in writing of such occurrence, if the Party(ies) is (are) rendered unable, wholly or in part, to perform its (their) obligations or meet its (their) responsibilities under the Project Agreement. The Parties shall consult on the appropriate action to be taken, which may include suspension of the Project or termination of this Agreement, in accordance with Article XII paragraph 1.

2. In the event that this Agreement is terminated due to causes constituting Force Majeure, the provisions of Article XII, paragraph 2 shall apply.

Article XIV. Arbitration

Any dispute, controversy or claim arising out of, or relating to the present Agreement, including breach and termination thereof shall, unless it is amicably settled by direct negotiations, be referred to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining. Such arbitration shall be conducted under the auspices of the International Chamber of Commerce which shall also serve as the Appointing Authority under the Rules. The Parties shall be bound by the arbitration award rendered in accordance with such arbitration, as the final adjudication of any such dispute, controversy or claim.

Article XV. Privileges and immunities

Nothing in or related to this Agreement shall be deemed a waiver, express or implied, of any of the privileges and immunities of the United Nations and UNICEF.

Article XVI. Amendments

This Agreement or its Annexes may be modified or amended only by written agreement between the Parties.

IN WITNESS WHEREOF the undersigned, being duly authorized thereto, have on behalf of the Parties hereto signed this Agreement at the place and on the day below written.

Page 1

NGO Profile

1. Name of NGO __________________________________________________________

2. Affiliate of ______________________________________________________________

3. Postal Address __________________________________________________________

4. Physical/Street Address ___________________________________________________

5. Telephone No. ___________________________ Fax No. ________________________

7. Post and Street Address of Parent Organization (if any)

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8. List of Board of Directors, term and address

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9. Authorized Person ______________ Designation ____________________

Direct Telephone No. _________________

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NGO's Profile (continued)

10. NGO Registration details:

A. Certificate of Inc. _____________ B. Date Organized ___________________

C. Charitable Organization or NGO Reg. Number ________________________

D. PIN Number (if applicable) ________________________________________

E. Mandatory Filing Requirement up to date ____________________________

11. Bank Information _________________________________________________
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12. Do you have sub-offices in the province, district or town?
If yes, (attached list town, address, street address and telephone number)

13. Main activities of the Organization

A __________________________________________________________________
B __________________________________________________________________
C __________________________________________________________________
D __________________________________________________________________
E __________________________________________________________________

14. Number of employees at HQ __________ Field ________________________

15. Copy last audited Statement _______________________________________

16. Copy last annual report of the Organization ___________________________

17. Membership (Professional/Organization Membership)

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18. Have you worked with other UN agencies or international organization before or currently?

Yes _____ No _____ (if yes [attach] list the name of the organization, contact person and their telephone no., adddress, including the nature of work/service performed.)

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Comment by UNICEF:

New NGO

Evaluation of NGO Capacity to Implement UNICEF Project
(Project Officer)

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Evaluation of the NGO's Internal Control System and its Financial Positions as of ______________________ (Finance Officer and Operation Officer)

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Signature ________________ Name ______________ Date _________________________

Representative's comments
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Working experience with UNICEF (Comment by Project Officer)

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Signature ________________ Name ______________ Date _________________________

Evaluation of the NGO's Internal Control and Financial Positions as of __________________ (Finance Officer/Operation Officer)

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Signature ________________ Name ______________ Date _________________________

Representative's comments
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