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SMART Partnership
REQUEST FOR PROPOSALS:
SMART Software Development Services

September 10, 2025

PROPOSAL DEADLINE: October 10, 2025

PROPOSALS DELIVERED TO: Re:wild

Invitation

Re:wild, on behalf of the SMART Partnership, is seeking proposals from qualified

software developers to provide development services for the SMART (Spatial
Monitoring and Reporting Tool) dashboard solution. This Request for Proposals
(RFP) provides detailed information as to the project requirements and the desired
qualifications of proposers.

Background and Objectives of Project

Re:wild is a US-based not-for-profit organization whose mission is to protect and

restore the wild to build a thriving Earth where all life can flourish.

Re:wild hosts the SMART Partnership in trust and acts as the lead partner for
administration and management of the Partnership with the consent and guidance
of the SMART Partnership Steering Committee, including contracting SMART
Software developers.

Re:wild intends to identify a preferred vendor who can work with us for a period of
five years, commencing in 12 November of 2025 and continuing through June 2030.
Individual projects will range in size, scope, and duration from limited short-term
engagements to larger, longer-term efforts. Selection as a preferred vendor,
however, does not guarantee award of any specific project.

The project is being funded by the SMART Partnership and may also be funded by
both private and government sources. Projects are subject to the requirements as
indicated in “Scope of Services and Desired Qualifications” including any additional
requirements recorded in any specific SOW. Re:wild expects to enter into a contract
for services (“Contract”) with the selected vendor. Each separate task assigned
under the Contract will be set out in a Statement of Work (SOW) with a defined
scope and cost.
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Proposal Administration

All requests for clarification and questions concerning this RFP must be submitted
in writing no later than 29 September 2025 via email to cgraf@[Link] with a
copy to jpalmer@[Link] indicating the “SMART Software Development RFP” on
the subject line. Responses, if determined appropriate by Re:wild, will be issued in
writing to all known proposers.

A preproposal conference call may be held to answer questions about this RFP. If
so, a call-in link will be provided to all prospective proposers who request it using
the e-mail address above.

An interview may be requested of any proposer, and key staff should be present at
the interview. Such a request for an interview does not constitute a contract award.

Proposals must be received no later than 5:00 PM, 10 OCTOBER 2025.

Key Dates:
​
Preproposal meeting/call​ ______________ 22 September 2025​
Last day to submit questions________________ 29 September 2025
Proposals due​ ​ ________________ 10 October 2025
Interviews of proposers​ _________________ 21 October 2025 ​
Notice of Award​ ​ _________________ 14-20 days after last interview

Scope of Services and Desired Qualifications

The selected vendor is expected to have overall responsibility for delivery of

the services including, but are not limited to, the following:

General Services:

●​ Comply with all applicable laws, rules and regulations governing such
projects.
●​ Maintain insurance for itself and all sub-contractors, suppliers and
vendors.
●​ Comply with any Re:wild rules, requirements or directives as set forth in
the Contract.

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The selected vendor is expected to have the experience, resources, qualifications,
and capacity to successfully meet the objectives of this RFP, including:
•​ Proficiency with similar projects;
•​ Experience providing similar services;
•​ Appropriate technical expertise, staff capability, and fiscal resources.

Proposal Content

Proposals should be clear and concise, and should address in detail and with
appropriate documentation each of the items listed below. Proposals that fail to do
so may be disqualified as non-responsive. Re:wild may request clarification of any
proposal during the evaluation process, but it is not bound to do so, and proposers
should not assume they will have any further opportunity to clarify their proposals
subsequent to the proposal due date.

Each proposer is requested to submit, on or before the submission deadline, an

electronic copy of their proposal via email to cgraf@[Link] with a copy to
jpalmer@[Link] , addressing the following items in the order listed:

A.​ Technical Qualifications

1. Contact Information
On a single cover sheet, please provide:
1.​ The proposer's name.
2.​ The proposer’s contact person.
3.​ Contact information for the principal(s) or lead individual(s)
who are anticipated to work on the project, including e-mail
addresses, main telephone, fax and mobile telephone
numbers.
4.​ Street address and web address of proposer.
5.​ Year proposer was established.
6.​ Tax identification number or registration number in home
jurisdiction.
7.​ Annual revenue of the proposer.
8.​ Total number of staff of the proposer
9.​ List of proposed staff assigned to this project.
10.​ Signature of Principal and date of the signature.

2. Overview
Proposers should provide a summary of their understanding of
the objectives of this RFP and a description of the methods they

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will use to achieve those objectives, including technical quality
assurance, and general management practices for comparable
projects.

3. Qualifications
Proposers are requested to provide detailed information that
demonstrates the following:
●​ experience providing the services requested in this RFP;
●​ proficiency with projects of comparable size and complexity;
●​ expertise of key staff in relevant professional disciplines;
●​ financial capacity as indicated by a sound credit history;
●​ Additional merit will be given to proposers who demonstrate
the following:
o​ Use of Java and Eclipse
o​ Applications deployed and supported in at least three
countries in Africa, Asia, or Latin America
o​ Use of UDIG
o​ Experience of PostgreSQL and PostGIS

4. Staffing Plan
Proposers should list the principals and key employees who will
carry out the work, including their experience with the same,
identifying the proposed project manager and staff members. A
resume of each key member of the project team should also be
included, indicating that member’s responsibilities for the project
and relevant experience. Upon award of the contract, substitutions of
personnel will not be allowed without the prior written consent of
Re:wild.

5. Hourly Rates
Proposers should provide hourly rates for key staff (see section B
below)

6. Experience in Key Technologies

Proposers should provide details of experience in the key
technologies (see Appendix A)

7. Outline of Project Approach

Proposers should provide an outline of their project approach
including details of the software development methodology

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8. References
Proposers are requested to provide examples of up to five (5) similar
projects, recently completed or in progress, with the following
information for each:
•​ Client
•​ Description of the work
•​ Name of a contact person who can provide a reference or site
visit. ​

References may be contacted directly by Re:wild.

9. Approach for Optional Tasks

9a. Details of approach for mapping component

Enhancing the mapping components for the dashboard is of high

priority to the project. Proposers should provide an outline of the
approach to enhance the mapping components of Apache Superset.
Details on the key features needed to enhance the mapping
components can be found in Appendix A.

9b. Details of approach for containerized/Docker DevOps

Proposers should provide an outline of the approach to deploy a

containerized solution that includes the full suite of SMART
including SMART Desktop, SMART Connect, PostgreSQL and
Superset. The containerized solution should be able to provide
solutions for different user scenarios:
1.​ Single user offline
2.​ Multi-user with local network but no internet access
3.​ Multi-user with on-premise or private cloud setup with full
internet access
4.​ Multi-user using SMART Connect as a Service, provided by the
SMART Partnership

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B. Fee Proposal

Hourly Rates

Provide your daily rate for the following services. Please also indicate whether you
can commit to fixing these costs for 3 years or a maximum percentage annual
increase.

Software Software SQL and

Analysis Developme Softwar PostGreSQ Software Software
& nt (Apache e L/PostGIS Documentat Troubleshootin
Service Design Superset) Testing Developer ion g & Support
Rate
Notes

Estimate of Efforts

Category Requirements Estimated Hours (include resource

type as indicated in hourly rates
section and hours)

Dashboard Dashboard Template Sharing:

Sharing

Navigation Adaptability to Screen Size: The

dashboard's navigation should
automatically adjust to different
screen sizes, ensuring a seamless
user experience on various devices.

Navigation Intuitive and Consistent Navigation:

The navigation structure should be
logical and consistent, making it
easy for users to find the
information or features they need.
The dashboard's navigation should
align with the existing navigation
patterns and design elements of
SMART Desktop to minimize the
user learning curve and provide a

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familiar experience.

Accessibility Focus Indicators: Provide clear focus

indicators to help users identify the
active element on the page.
Configuration Leverage Existing Roles and
Permissions: Utilize existing user
roles and permissions defined in
Connect and/or SMART Desktop to
minimize configuration efforts.
Configuration Granular Access Control: Allow for
fine-grained control over user
permissions, enabling different levels
of access to data, dashboard
functionalities and dashboard
customization based on user roles.
Dashboard Widget (Chart) Customization: Allow
Customization users to customize individual widgets,
including changing their appearance,
data sources, and display options.
Data Filtering and Individual Widget Filtering: Enable
Segmentation users to apply filters to individual
dashboard elements to further refine
the data displayed within those
elements. Allow users to create and
apply custom filters based on specific
data fields or conditions.
Data Filtering and Date Filters: Provide flexible date
Segmentation filtering options, including range
filters, specific date selection, and
relative date filters.
Data Filtering and Spatial Filters: Enable users to filter
Segmentation data based on spatial criteria, such as
selecting specific geographic areas,
protected areas, or locations.
Data Filtering and Hierarchical Filtering: Support

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Segmentation hierarchical filtering for categorical
data, allowing users to drill down
from broader categories to more
specific levels.
Data Filtering and Filter Visualization: Clearly visualize
Segmentation applied filters to help users
understand the current data subset
being displayed.
Data Exploration Custom Calculations: Allow users to
create and perform custom
calculations on data within the
dashboard, such as calculating totals,
percentages, and other derived
metrics.
Data Exploration Data Drill-Down: Enable users to drill
down into data at different levels of
detail, exploring individual records or
specific subsets.
Data Exploration Data Aggregation: Provide options to
aggregate data at different levels (e.g.,
daily, monthly, yearly) to analyse
trends and patterns.
Data Exploration Data Comparison: Enable users to
compare data from different time
periods, locations, or groups.
Data Exploration Data Export: Allow users to export
data in various formats for further
analysis or offline use. The files
should include GIS data (GeoJSON,
CSV, Excel, GPKG, ESRI, Parquet) and
tabular data (CSV, Excel, Text).
Data Visualization Data Visualization Customization:
Provide flexibility to customize data
visualizations to suit specific analysis
needs and preferences.
Data Visualization Map Visualization Types: Point map,

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Cluster Map, Heat map (gridded and
interpolated), Choropleth map, Line
map (with buffered area)
Data Visualization Layer/Icon and legend Toggling on
Maps
Data Visualization Data Summary on Mouse Hover,
including image attachment to
observations if available
Advanced Categorization of Data Points by
Visualizations Multiple Variables (color, size, shape)
Usability Ensure all visualizations are clear,
Considerations concise, and easy to interpret.
Usability Provide clear legends and tooltips for
Considerations data elements.
Data Refresh Prioritize real-time or near-real-time
data updates whenever possible.
Data Refresh Offer options for manual data refresh
and scheduling automatic refreshes at
defined intervals.
Data Refresh Include an indicator that shows
whether the data on the dashboard
are up-to-date with the data on
SMART Desktop
Offline Access Data Caching and Synchronization:
Requirements Implement mechanisms to cache data
locally on the user's device, allowing
for offline access to existing
dashboards and reports. Develop a
synchronization process to update the
cached data with the latest
information when internet
connectivity is restored.
Offline Access Offline Functionality: Ensure essential
Requirements dashboard functionalities, such as
data visualization, filtering, and basic
navigation, are available offline.
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Offline Access Conflict Resolution: Implement
Requirements strategies to handle potential
conflicts that may arise when
synchronizing offline data with the
central server.
Alerts and Alert Customization: Allow users to
Notifications customize notification settings such
as preferred delivery methods like
email, in-app, WhatsApp or SMS and
the specific alerts they want to
receive.
Non-Functional Data Protection: Sensitive data must
Requirements-Sec be protected from unauthorized
urity access, disclosure, or modification.
Non-Functional Compliance: The dashboard should
Requirements- adhere to relevant security standards
Security and regulations.
Non-Functional Authentication and Authorization:
Requirements- Robust authentication and
Security authorization mechanisms should be
in place to control access to the
dashboard and its data.
Non-Functional SMART Systems: The dashboard
Requirements- should seamlessly integrate with
Integration existing SMART systems and
platforms to ensure data consistency
and interoperability.
Data Primarily connect to data from
Requirements- existing SMART sources such as
Data Sources patrol data, attribute data from
existing Data models and
Configurable Data models, Category
groups, and queries.
Data Explore the possibility of integrating
Requirements- with other data sources in the future,
Data Sources such as EarthRanger database or

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General Conditions of Proposal Submissions

The following general conditions apply to all proposals submitted in response to

any RFP issued by Re:wild.

•​ Non-Binding:
Re:wild’s solicitation of proposals in response to any RFP does not commit
Re:wild to award a contract, and this RFP is not an offer to enter into a contract
for the services to be provided as described herein.

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•​ Proposal Materials and Costs:
Re:wild is not liable for any costs incurred in the preparation, submission or
negotiation of a response to its RFP or incurred for any other purpose or reason
in connection with the RFP. No materials submitted with this RFP will be
returned.

•​ Confidentiality:
All information and material contained in any Re:wild RFP or issued by Re:wild
or any of its agents as part of any Re:wild RFP process is confidential and is the
exclusive property of Re:wild.

•​ Modifications:
As a condition of award, Re:wild may request any proposer to make revisions,
additions, or deletions to its proposal.

•​ Subcontractors:
After award of contract, Re:wild will have no obligation, financial or otherwise,
to any subcontractor of the awardee. Nevertheless, any subcontract will be
required to be subject to and consistent with the prime contract between
Re:wild and the awardee, and Re:wild may require any subcontract to include
specific terms and conditions.

•​ Reserved Rights:
Re:wild at any time in its sole discretion may, without notice and without
liability to any proposer or any other party for their expenses incurred in the
preparation of the responses hereto or otherwise, do any and all of the
following:
o​ Amend or withdraw this RFP;
o​ Accept or reject any and all proposals received in response to this
RFP;
o​ Award the contract to a proposer other than the proposer offering the
lowest fee;
o​ Request additional materials and clarification or modification of any
submitted proposal;
o​ Extend the time for submission of all proposals after notification to
all prospective proposers;
o​ Terminate negotiations with a selected proposer and select another
proposer;
o​ Take such action as Re:wild deems appropriate if negotiations fail to
result in a signed agreement within a reasonable amount of time;

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o​ Terminate or modify the solicitation and selection process at any
time and re-issue the solicitation to whomever Re:wild deems
appropriate.

The selected vendor will be required to execute a written agreement with Re:wild.

Criteria for Selection

Selection Process:

•​ Re:wild will review and evaluate all proposals to determine each proposer's
rating. This evaluation may include a request by Re:wild to interview proposers
and visit their offices for purposes of clarifying their proposals.
•​ The proposal offering the most advantageous terms based on the criteria below
will be selected for the award. Re:wild may reject any and all proposals if, in its
sole opinion, no proposal satisfies its criteria.

Evaluation Criteria:

The evaluation criteria and weight will be as follows:

•​ The vendor’s technical capability to provide the services (30%);

•​ Project related experience of the proposed staff (20%);
•​ Proposed methodology for executing the scope of work (25%);
•​ Client references (5%);
•​ Proposed fee (10%).

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APPENDIX A

PROJECT SCOPE DESCRIPTION

The purpose of this GUA is to establish a preferred vendor relationship which then
allows Re:wild/SMART to execute future projects covering the building of SMART
Dashboard that enables access to SMART (Spatial Monitoring and Reporting Tool)
data using Apache Superset. Specifically, we are looking for partners with expertise
to build out and extend a prototype solution we have developed to allow users in
over 80 countries around the world to explore and analyse SMART and related data
using Apache Superset. The projects will require detailed knowledge of Superset,
PostgreSQL and PostGIS. Details of the current prototype can be found in Appendix
B. Full or partial knowledge will be required of all the technology components
below.

Directions

The table below should be included as part of your response. This information will
be used to allow Re:wild to better understand the capabilities of your organization
and its ability to meet our needs.

Technology Components

The following table summarizes the SMART software components. Note which
your organization works full regularly (Full), as needed (Partial), or not at all
(None).

SMART Software Components Full Partial None

Apache Superset ([Link]
PostgreSQL and PostGIS

Mapping Components

The key improvements required for the Superset dashboard are as follows:
●​ Tool tips showing details of observations or patrols during drill-down
●​ Ability to import and overlay custom shape files
●​ Ability to overlay Web Map Servers(WMS)
●​ Ability to export map visualizations in .shp file format

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Additional Options:
●​ Display enhanced patrol tracks
○​ Display speed using colour-coding and tooltips
○​ Display direction with small arrows along the tracks
○​ Add configurable patrol tooltip that shall include patrol ID, patrol
leader, mandate, transport type
●​ Display enhanced observations
○​ Use configurable icons to display observations. These shall either be
determined by the observation category or one of the attributes
○​ Add configurable tooltips
○​ Optional: Show thumbprint of attachments and pictures with the
option to view full size.
●​ Overlay maps of patrol tracks with maps of observations

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APPENDIX B

PROTOTYPE SOLUTION

This appendix provides a detailed description of the SMART Dashboard prototype

built using Apache Superset, focusing exclusively on its current architecture,
components, and functionality.

1 Overview

The SMART Dashboard prototype is an open-source, web-based data visualization

platform built on Apache Superset 4.1.2. It is fully integrated with the SMART
Connect database, providing real-time access to conservation data and offering a
unified platform for analysis, monitoring, and reporting.

2 Architecture

The prototype connects directly to the SMART Connect PostgreSQL database,

leveraging its existing structure and extended functionality:

●​ Extended Database Layer:

○​ Introduces a denormalized schema built on top of SMART Connect's
normalized database structure.
○​ Simplifies querying by exposing clear views of:
■​ Patrol data (including patrol tracks)
■​ Observations
■​ Patrol efforts
■​ SMART Queries (complex pre-configured queries).
○​ Uses materialized views and caching for optimized performance on
large datasets.
●​ Geospatial Data Support:
○​ Integrated PostGIS support enables advanced spatial querying and
map visualizations.

3 User Interface and Features

The user interface is web-based and provides point-and-click capabilities for

dashboard creation and exploration. Key features include:

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3.1 Dashboards and Visualizations

●​ Over 40 pre-built visualization types, including:

○​ Bar, line, area, scatter, and pie charts
○​ KPI and single-value indicators
○​ Advanced map visualizations ([Link]-based) such as:
■​ Heat maps
■​ Choropleth maps
■​ Cluster maps
■​ Line maps with patrol tracks
●​ Ability to combine multiple charts, maps, and tables into interactive
dashboards.

3.2 Filters and Exploration

●​ Global dashboard-level filters (e.g., by date, site, patrol, species).

●​ Widget-level filters for fine-grained control over individual visualizations.
●​ Drill-down capabilities allow users to navigate from aggregate metrics to
individual records.
●​ Hierarchical filtering supports parent-child relationships.

3.3 Data Access

●​ Live queries directly against the SMART Connect database

●​ Role-based controls limit visibility to only authorized users to view

4 Security and Access Control

●​ Role-Based Access Control:

○​ User roles (e.g., Admin, Site Manager, Analyst) define access to
dashboards, datasets, and features.
○​ Supports row-level security for restricting records by user role or site.
●​ Authentication:
○​ Current prototype uses native Superset login system with support for
password policies and user management.
●​ Data Protection:
○​ All dashboard connections use secured database queries; access to
underlying tables is abstracted by the database layer.

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5 Dashboard Templates

Observations Dashboard Sample

Patrols Dashboard Sample

6 Key Technical Highlights

●​ Optimized for large datasets (tested with over 1000 patrol records)
●​ Users can export data from dashboard in several formats
●​ Custom visualization can be integrated with platform if required

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APPENDIX C

USER FUNCTIONAL REQUIREMENTS TABLE

Category Requirements

Dashboard Dashboard Template Sharing:

Sharing

Navigation 1. Adaptability to Screen Size: The dashboard's navigation should

automatically adjust to different screen sizes, ensuring a seamless user
experience on various devices.

Navigation 2. Configurable Navigation: Users should have the option to customize the
navigation layout and elements to suit their preferences or specific workflows.
Users should have the flexibility to reorder charts or widgets within a
dashboard to prioritize information or customize the layout.

Navigation 3. Intuitive and Consistent Navigation: The navigation structure should be

logical and consistent, making it easy for users to find the information or
features they need. The dashboard's navigation should align with the existing
navigation patterns and design elements of SMART Desktop to minimize the
user learning curve and provide a familiar experience.

Navigation 4. Efficient Switching Between Dashboards: Users should be able to easily

switch between different dashboards within the dashboard environment.

Accessibility Focus Indicators: Provide clear focus indicators to help users identify the
active element on the page.
Configuration Leverage Existing Roles and Permissions: Utilize existing user roles and
permissions defined in Connect and/or SMART Desktop to minimize
configuration efforts.
Configuration Granular Access Control: Allow for fine-grained control over user permissions,
enabling different levels of access to data, dashboard functionalities and
dashboard customization based on user roles.
Configuration Pre-configured Roles: Provide predefined roles with specific permissions, such
as “Admin”, “Site manager” etc. to simplify user management.

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Configuration Role-Based Customization: Allow users to customize dashboards based on their
assigned roles, ensuring appropriate levels of access and functionality.
Configuration Data Access Control: Implement robust data access controls to prevent
unauthorized access to sensitive information.
Configuration Role-Based Sharing: Enable role-based sharing options for dashboards to
control who can view and edit shared content.
Configuration Permission Management: Provide tools for administrators to effectively
manage user roles and permissions, including assigning permissions, creating
new roles, new user groups, and modifying existing roles and user groups.
Configuration Customizable Role Definitions: Enable administrators to create and customize
role definitions to meet specific organizational needs and security
requirements.
Dashboard Flexible Layout Customization: Allow users to customize the layout of their
Customization dashboards, including the ability to rearrange widgets, resize elements, and
change the overall layout.
Dashboard Configurable Content: Enable users to add, remove, or modify the content of
Customization their dashboards, such as charts, graphs, and tables.
Dashboard Granular Customization Permissions: Implement a system of granular
Customization permissions that controls which users can make changes to dashboards,
ensuring appropriate levels of customization based on roles.
Dashboard Widget (Chart) Customization: Allow users to customize individual widgets,
Customization including changing their appearance, data sources, and display options.
Dashboard Public Sharing: Allow users to share dashboards publicly, making them
Sharing accessible to anyone with the appropriate link or permission. This is
particularly useful for citizen science projects or other initiatives where public
engagement is desired.
Dashboard Private Sharing: Enable users to share dashboards privately with specific
Sharing individuals or groups, restricting access to unauthorized users. This is suitable
for internal sharing within an organization or for sharing sensitive
information.
Dashboard Sharing Permissions: Implement granular sharing permissions to control who
Sharing can view, edit, and share specific dashboards.
Data Filtering Top-Level Filtering: Allow users to apply filters to the entire dashboard, such as
and date filters or spatial filters, to quickly narrow down the displayed data.
Segmentation
Data Filtering Individual Widget Filtering: Enable users to apply filters to individual
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and dashboard elements to further refine the data displayed within those elements.
Segmentation Allow users to create and apply custom filters based on specific data fields or
conditions.
Data Filtering Date Filters: Provide flexible date filtering options, including range filters,
and specific date selection, and relative date filters.
Segmentation
Data Filtering Spatial Filters: Enable users to filter data based on spatial criteria, such as
and selecting specific geographic areas, protected areas, or locations.
Segmentation
Data Filtering Hierarchical Filtering: Support hierarchical filtering for categorical data,
and allowing users to drill down from broader categories to more specific levels.
Segmentation
Data Filtering Filter Visualization: Clearly visualize applied filters to help users understand the
and current data subset being displayed.
Segmentation
Data Custom Calculations: Allow users to create and perform custom calculations on
Exploration data within the dashboard, such as calculating totals, percentages, and other
derived metrics.
Data Data Drill-Down: Enable users to drill down into data at different levels of
Exploration detail, exploring individual records or specific subsets.
Data Data Aggregation: Provide options to aggregate data at different levels (e.g.,
Exploration daily, monthly, yearly) to analyse trends and patterns.
Data Data Comparison: Enable users to compare data from different time periods,
Exploration locations, or groups.
Data Data Export: Allow users to export data in various formats for further analysis
Exploration or offline use. The files should include GIS data (GeoJSON, CSV, Excel, GPKG,
ESRI, Parquet) and tabular data (CSV, Excel, Text).
Data Data Visualization Customization: Provide flexibility to customize data
Visualization visualizations to suit specific analysis needs and preferences.
Data Standard Chart Types: Bar Chart, Line Chart, Histogram, Area Chart,Pie Chart,
Visualization Scatter Plot, Map, Bullet Graph, Single Value/KPI, Bubble Plots
Data Map Visualization Types: Point map, Cluster Map, Heat map (gridded and
Visualization interpolated), Choropleth map, Line map (with buffered area)
Data Layer/Icon and legend Toggling on Maps
Visualization
Data Data Summary on Mouse Hover, including image attachment to observations if
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Visualization available
Advanced Categorization of Data Points by Multiple Variables (color, size, shape)
Visualizations
Usability Ensure all visualizations are clear, concise, and easy to interpret.
Considerations
Usability Provide clear legends and tooltips for data elements.
Considerations
Data Refresh Prioritize real-time or near-real-time data updates whenever possible.
Data Refresh Offer options for manual data refresh and scheduling automatic refreshes at
defined intervals.
Data Refresh Include an indicator that shows whether the data on the dashboard are
up-to-date with the data on SMART Desktop
Offline Access Data Caching and Synchronization: Implement mechanisms to cache data
Requirements locally on the user's device, allowing for offline access to existing dashboards
and reports. Develop a synchronization process to update the cached data with
the latest information when internet connectivity is restored.
Offline Access Offline Functionality: Ensure essential dashboard functionalities, such as data
Requirements visualization, filtering, and basic navigation, are available offline.
Offline Access Conflict Resolution: Implement strategies to handle potential conflicts that
Requirements may arise when synchronizing offline data with the central server.
Alerts and Alert Customization: Allow users to customize notification settings such as
Notifications preferred delivery methods like email, in-app, WhatsApp or SMS and the
specific alerts they want to receive.
Non-Function Data Protection: Sensitive data must be protected from unauthorized access,
al disclosure, or modification.
Requirements
-Security
Non-Function Compliance: The dashboard should adhere to relevant security standards and
al regulations.
Requirements
- Security
Non-Function Authentication and Authorization: Robust authentication and authorization
al mechanisms should be in place to control access to the dashboard and its data.
Requirements
- Security
Non-Function SMART Systems: The dashboard should seamlessly integrate with existing
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al SMART systems and platforms to ensure data consistency and interoperability.
Requirements
- Integration
Data Primarily connect to data from existing SMART sources such as patrol data,
Requirements attribute data from existing Data models and Configurable Data models,
- Data Sources Category groups, and queries.
Data Explore the possibility of integrating with other data sources in the future, such
Requirements as EarthRanger database or external online sources.
- Data Sources
Data Provide options to schedule automatic data imports at regular intervals to
Requirements maintain up-to-date dashboards.
- Data Sources
Data Implement error handling and logging mechanisms to track import errors and
Requirements provide feedback to users.
- Data Sources
Data Support for SMART Data: The dashboard should seamlessly integrate with
Requirements existing SMART data sources. There are two APIs in the SMART architecture,
- Data Java-based and Python-based codebases. The dashboard should have the
Import/Export option to toggle pulling data using either of the two existing APIs.
Data Geo-data Import: For spatial data, the dashboard should support the import of
Requirements several geo-data formats, including but not limited to shapefiles, GeoJSON, Parquet
- Data etc. to represent geographic features and boundaries.
Import/Export
Data EarthRanger Data Integration: Explore the possibility of integrating with the
Requirements EarthRanger database to import data from tracked assets.
- Data
Import/Export

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APPENDIX D

CONTRACT, INSURANCE, AND REGULATORY REQUIREMENTS

Re:wild

TERMS AND CONDITIONS FOR UMBRELLA AGREEMENTS

These terms and conditions for Re:wild UAs (“Standard Terms and Conditions”) are
incorporated into and made a part of the UA between the Parties identified on the Cover
Page as of the date of such UA. Defined terms in these Standard Terms and Conditions,
unless the context requires otherwise, have the same meanings as defined in the Cover
Page or elsewhere in the UA.

1.​ Performance of Services. (a) This UA engages the services (the “Services”) of the
Contractor on a non-exclusive, indefinite-quantity basis for Re:wild. The scope and
nature of the contemplated Services are described on the Cover Page and/or in
Annex A. Any Services to be provided by Contractor shall be established in a
Statement of Work (“SOW”) pertaining to those Services and submitted to Re:wild in
advance in the form attached hereto as Annex C (including Annex C-1 thereto if
applicable). The total aggregate fee payable under any and all SOWs established
pursuant to this UA shall not exceed the sum specified in the currency specified on
the Cover Page. If there is a fee rate applicable to all the Services performed under
any and all SOWs hereunder, such rate is identified on the Cover Page. This UA
shall apply to each SOW signed by the Parties during the Term (as specified on the
Cover Page) including all documents identified as attachments to any such SOW. To
the extent the duration of any SOW extends beyond the Term of this UA, this UA
shall continue to apply to such SOW. Both Parties must execute a SOW in order for
it to be valid. Each SOW shall be numbered sequentially and shall (a) provide a
detailed description of the Services to which it pertains, (b) specifically identify any
and all fees and costs associated with the subject Services, (c) specifically identify
and set a maximum limit on any associated expenses, (d) include a detailed payment
schedule, and (e) include any applicable Funding Source requirements and reporting
requirements. If requested by Re:wild, Contractor shall complete any requested
information on a SOW and failure to do so may lead to a delay or cancellation of the
UA. This UA creates no obligation whatsoever on the part of Re:wild to enter into
any SOW with Contractor.

(b) As an independent contractor, Contractor will be expected to work on its own.

Contractor will, however, be expected to confer with Re:wild, and all Contractor’s
work must meet with the approval of Re:wild. Contractor agrees to perform the
Services (i) in accordance with this UA and each applicable SOW, including any
attachments (where applicable), and generally accepted professional standards of
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performance and ethical standards of conduct, and (ii) in compliance with applicable
law. Contractor shall require its employees, agents, consultants, contractors, and
other representatives to comply at all times with the terms and conditions of this UA
and any SOW to enable Contractor to meet its obligations. Contractor shall be
responsible for the actions and omissions of its employees, agents, consultants,
contractors, and other representatives in connection with this UA and any SOW.

2.​ Responsibility. Contractor is solely responsible for its own health and safety and for
taking all appropriate and recommended precautions to safeguard itself and its
employees, agents and subcontractors during the course of performing Services,
including, without limitation, obtaining recommended vaccinations and malaria
prophylaxis, if applicable. Neither Re:wild nor any of its trustees, officers,
employees or other agents is liable to Contractor or anyone related to
Contractor, or any of Contractor’s employees, independent contractors or
agents for damages due to illness, injury, or death connected in any manner
with this UA or any SOW or arising out of this relationship.

3.​ Compensation; Invoices.

(a) Contractor will be compensated for Services satisfactorily completed in
accordance with this UA and any SOW after receipt of acceptable documentation.
Re:wild may withhold payment for deficient performance or breach of this UA or
SOW. Contractor’s total compensation for the Services shall not exceed the total
SOW Fee specified in any SOW, except as otherwise approved in advance in writing
by Re:wild, and shall be subject to applicable deductions and withholdings pursuant
to Paragraph 4 below. If Contractor is a U.S. citizen or resident, Contractor agrees
that Re:wild must receive Contractor’s completed and signed W-9 form before
Re:wild can make any payments to Contractor under any SOW.

(b) Contractor will submit invoices and/or activity reports for its work, describing the
work performed and the agreed upon Fee for Services, in a form acceptable to
Re:wild, to the Re:wild contact listed on the Cover Page for review and approval.
Contractor shall also furnish supporting expense documentation describing the
expenses requested to be reimbursed. Payment under any SOW is subject to
Re:wild’s satisfaction with the Services and approval of Contractor’s invoice and, as
applicable, report, deliverable, or other supporting documentation as set forth in any
SOW. Payment will be made within forty-five (45) days following the date of
Contractor’s invoice and supporting documentation, once approved unless otherwise
expressly agreed in writing. Payment will be made by electronic funds transfer,
unless otherwise agreed with Re:wild.

(c) Payment by Re:wild is conditioned upon Re:wild’s receipt and approval of

invoices, activity reports or other documentation acceptable to Re:wild regarding
Contractor’s work and level of effort. If Re:wild disputes an invoice or documentation
or part thereof or if an invoice or documentation is prepared or submitted incorrectly
in any respect, Re:wild shall notify Contractor of the item disputed, specifying the
reason therefore. Re:wild may withhold, from any monies which become payable
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under any SOW, the amount that Re:wild considers is related to the subject of the
dispute. On settlement of any dispute, Contractor shall submit an invoice for sums
due as agreed. Payments by Re:wild, including advance payment, if any, shall not
be deemed acceptance of the Services or deliverables and Contractor shall promptly
refund to Re:wild payments made by Re:wild if Re:wild rejects the Services or
deliverables within ninety (90) days after completion of the Services or submission of
the deliverables or if Contractor fails to deliver the Services in compliance with the
terms and conditions of this UA and any SOW.

(d) Contractor shall retain financial records, supporting documents, statistical

records and all other records pertinent to the UA and any SOW for a period of at
least seven (7) years from the later to occur of (i) the date of settlement of the final
invoice or (ii) the termination or expiration of the UA, or longer if required by law or if
instructed by Re:wild. Original records shall be retained; however, copies may be
substituted if approved by Re:wild.

(e) Re:wild and/or Re:wild’s Funding Source(s), as applicable, shall have the right to
audit Contractor’s relevant books and accounts in relation to items and/or services
paid for under the UA and any SOW at any time. Contractor shall refund any
incorrect payments made by Re:wild adjusted in accordance with the findings of said
audit. For avoidance of doubt, the following parties shall have timely and
unrestricted access to any of Contractor’s books, documents, papers and other
records (both hard copies and electronic) that are pertinent to the UA and any SOW
for the purpose of making audits, examinations, excerpts, transcripts and copies: (i)
Re:wild; (ii) the Funding Source(s); (iii) if any SOW is funded under a United States
Federal award or contract, the Federal agency, the cognizant Inspector General, and
the U.S. Comptroller General; and (iv) duly authorized representatives of any of the
foregoing parties (including independent accountants engaged for the purpose). This
right shall also include timely and reasonable access to Contractor’s personnel for
the purpose of interview and discussion related to the records covered by this
Paragraph 3. The rights of access provided for in this paragraph are not limited to the
required record retention period, but shall last as long as the records are retained.

4.​ Taxes.
(a) Contractor is responsible for paying all income, corporation, revenue or similar
taxes howsoever described, and interest thereon, duly assessed on the income,
profits and gains accruing to Contractor in the performance of any SOW. Contractor
may be required to pay applicable direct or indirect taxes, charges or duties due in
respect of the Services or of any payment made by Re:wild to Contractor under any
SOW, and is responsible for informing itself of applicable tax laws. Contractor is also
responsible for paying all taxes including income taxes and social security costs
assessed, levied or payable against or on account of wages, salaries, or other
emoluments, benefits, or deemed benefits paid to its employees, contractors or
agents, as applicable. Contractor agrees to and hereby does indemnify and defend
Re:wild and its trustees, officers, employees, independent contractors and agents
against any claim relating to such taxes and statutory deductions.
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(b) If Contractor is a U.S. taxpayer, Contractor will be paid without deductions for
income taxes or social security. In such case, even though income tax or social
security deductions are not made by Re:wild, Contractor should be aware that
Re:wild may be obligated by United States Treasury regulations to report total annual
amounts paid to Contractor to the Internal Revenue Service for informational
purposes.

(c) If the Services are being performed outside the United States, Re:wild may
withhold from the Fee or recover from amounts already paid to Contractor under any
SOW, any income, business, and/or other taxes and charges, including Value Added
Tax, that are required to be paid by Re:wild as the recipient of Services under any
SOW pursuant to applicable law or the rules, orders or directives of any competent
taxing authority. Unless otherwise expressly stated in this UA or any SOW,
deductions will be made to the Fee as necessary in accordance with this Paragraph
4(c), and Re:wild shall not be required to make any additional payment or top-up to
account for such taxes and charges.

5.​ Compliance. Contractor is responsible for observing and complying with all laws,
rules and regulations applicable to Contractor’s obligations and performance of the
Services under this UA and any SOW, including, without limitation, labor, worker’s
compensation, environment, safety and health, tax and other requirements. Unless
otherwise agreed with Re:wild in writing, Contractor is solely responsible for
obtaining all authorizations, permits, licenses and permissions, including, if
applicable, entry visas and work permits, in order to perform the Services. Unless
otherwise agreed in writing with Re:wild, Contractor is solely responsible for the
payment of all customs duties, excise duties, occupation and other like taxes
assessed or levied with respect to the import and/or export of equipment, material or
services in connection with the Services.

6.​ Out of Pocket Expenses. If so provided in any SOW, Re:wild will reimburse
Contractor, at cost and in accordance with Re:wild’s expense guidelines, for all
reasonable and necessary out-of-pocket expenses actually incurred by Contractor
and directly related to the provision of the Services up to a total amount specified by
Re:wild. Re:wild will not be liable for Contractor’s expenses unless, with each
request for reimbursement of expenses, Contractor promptly submits expense
documentation evidencing the expenses in a form acceptable to Re:wild, and in any
event not later than thirty (30) days from the termination or expiration of any SOW.
Payment will be made within forty-five (45) days from receipt of Contractor’s expense
reimbursement request and Re:wild’s acceptance of Contractor’s supporting
documentation.

7.​ Independent Relationship. Contractor’s relationship to Re:wild under this UA and

any SOW is that of an independent contractor. Nothing in this UA or any SOW will
be deemed to constitute a relationship of employer-employee, joint venture,
partnership, agency, or legal representative between Contractor and Re:wild for any
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purpose. Because Contractor is an independent contractor, neither Contractor nor,
as applicable, any of its employees, officers, representatives, independent
contractors or agents will receive the sick leave, vacation, pension or related benefits
associated with regular employment at Re:wild. Unless authorized in writing,
Contractor may not represent or assume to represent Re:wild or bind Re:wild in any
manner.

8.​ Insurance.
(a) Health and Travel-related Requirements for Individuals. If Contractor is an
individual, Contractor must comply with the insurance requirements listed in Annex B
for Individuals, unless exempt from one or more of these requirements as may be set
forth in Annex B.

(b) Insurance Requirements for Entities. If Contractor is a corporation, partnership

or other legal entity (“Entities”), Contractor must comply with the insurance
requirements listed in Annex B for Entities, unless exempt from one or more of these
requirements as may be set forth in Annex B.

(c) Proof of Insurance. Contractor must furnish proof of insurance reflecting

required coverages upon execution of this UA and before the performance of
Services under any SOW. If Contractor is an individual, said proof of insurance must
include the contact information for the insurance company, the underlying levels of
insurance, and emergency contact and beneficiary information.

9.​ Termination.
(a) Unless otherwise stated expressly in this UA, Re:wild may terminate this UA or
any SOW without cause by furnishing at least thirty (30) days’ written notice to
Contractor. In such event, Contractor will be paid only for Services actually rendered
prior to termination and deemed satisfactory by Re:wild.

(b) If either Party breaches any material term of this UA or any SOW, the
non-breaching Party may give the other Party written notice of its intent to terminate
this UA or SOW, as the case may be. If the breaching Party does not cure the
breach (if it can be cured) within ten (10) business days after receipt of the notice,
the non-breaching Party may terminate the UA or SOW, as the case may be,
immediately. In addition, Re:wild may terminate this UA or any SOW immediately
upon written notice to Contractor (i) upon termination of all or part of any Funding
Source agreement for any SOW or non-funding by any Funding Source of all or part
of any SOW, (ii) upon instruction by a Funding Source (if any) to terminate all or part
of this UA or any SOW, or (iii) if Re:wild determines that Contractor is in breach in
any material respect of any representation, warranty, covenant or agreement
contained in this Agreement, including without limitation under Paragraphs 13, 19, 20
or 21. Such notice may be given by email directed to Contractor’s contact listed on
the Cover Page, and will be effective when the email is received.

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(c) Contractor will not incur any additional expenses between the date of notice of
termination and the date of termination without the prior written consent of Re:wild.
Upon any termination of this UA or any SOW, the Parties will cooperate to bring their
relationship, or portion thereof, to an orderly conclusion.

10.​Conduct. Contractor is required to comply with Re:wild policies and procedures to

the extent Contractor performs Services at Re:wild’s facilities, on sites under
Re:wild’s management or control, using or having access to Re:wild equipment
(including vehicles, boats, and aircraft), and/or acting as Re:wild’s agent. Contractor
agrees to comply with all directives of Re:wild regarding conduct on those premises
and/or using those facilities and/or equipment, such as safety rules and regulations,
and, as applicable, shall instruct its employees, representatives, agents and/or
subcontractors accordingly. Re:wild will give Contractor notice of such directives.
Contractor will also comply with any security restrictions imposed by Re:wild while
performing the Services. Contractor is solely responsible for the safety and conduct
of itself and, as applicable, any of its staff or any person that it may retain to carry out
the Services in any SOW. Re:wild shall not, in any circumstances or for any reason,
be held liable for loss or damage sustained or caused by Contractor or Contractor’s
employees, representatives, subcontractors or agents.

11.​Confidentiality. Contractor warrants that it will maintain in strict confidence

Confidential Information (as defined below) to which it has access during the term of
this UA or any SOW. Contractor will treat Confidential Information with the same
standard of care that it uses in maintaining its own Confidential Information, provided
that that standard is not negligent. Contractor will use Confidential Information only
as is required by this UA and any SOW, and Contractor will not reveal it to a third
party without the prior written consent of Re:wild. “Confidential Information” means
information concerning the affairs, activities, research, proposals, projects,
employees, members, donors, finances, property or method(s) of operation, trade
secrets, know-how and similar information of Re:wild, its affiliates, as well as any
third party and its affiliates with which Re:wild may collaborate. Confidential
Information does not include information which (a) is already known through lawful
means to Contractor before disclosure by or on behalf of Re:wild, (b) after disclosure,
becomes generally known to the public through no breach or fault by Contractor, (c)
Contractor receives from a third party who is free to make such disclosure without
breaching any legal obligation to Re:wild, (d) Contractor develops independently as
evidenced by Contractor’s own written records, or (e) is required to be disclosed by
judicial or administrative process, in which case Contractor will notify Re:wild of the
obligation and cooperate reasonably with Re:wild’s effort to bar or seek a
modification of the order.

As applicable, Contractor will advise its employees, directors, officers,

representatives, subcontractors and agents that Confidential Information may be
treated only as provided herein and cause such employees, directors, officers,
representatives, subcontractors and agents to comply with these requirements.

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12.​Intellectual Property.
(a) Unless otherwise stated expressly in this UA or any SOW, any work developed
or performed by Contractor, or materials delivered by Contractor, for Re:wild is being
created at the insistence of Re:wild and shall be deemed “work made for hire” under
applicable law. These materials, whenever and wherever created, are referred to
collectively in this UA and any SOW as the “Work” or “Works.” Contractor agrees
that all original Work submitted by Contractor as part of the Services or as part of the
process of creating the Work, including but not limited to programs, listings, printouts,
documentation, notes, flow charts, programming aids, and deliverables, shall be the
property of Re:wild whether or not Re:wild uses such Works. No rights in and to the
Works are reserved by Contractor.

(b) Unless otherwise stated expressly in this UA or any SOW, Contractor hereby
grants, assigns, and conveys to Re:wild all rights, title, and interest in and to the
Works, including but not limited to, all inventions, works of authorship, other
proprietary data, and all other materials (as well as any U.S. and foreign copyrights,
patents, trade secrets, or other intellectual property rights attendant thereto)
conceived, reduced to practice, authored, developed, or delivered by Contractor or
its employees, agents, consultants, contractors, and representatives either solely or
jointly with others, during and in connection with the performance of the Services
under any SOW with Re:wild. Contractor agrees, and Contractor will require each of
its employees, agents, consultants, subcontractors, and representatives to agree, not
to seek patent, copyright, trademark, registered design, or other protection for any
rights in any such inventions, works or authorship, proprietary data, or other
materials. Contractor agrees, and Contractor will require each of its employees,
agents, consultants, contractors, and representatives to agree, at Re:wild’s expense,
to do all things and execute all documents as Re:wild may reasonably require to vest
in Re:wild or its nominees the rights referred to herein and to secure for Re:wild or its
nominees all patent, trademark, or copyright protection. Except if and as expressly
permitted hereunder, Contractor may not use the Works for any purpose except as
needed to carry out the Services without the prior written consent of Re:wild.
(c) Contractor shall not make any use of the marks, logos or names of Re:wild
except as expressly authorized in writing in advance by Re:wild in each instance.

13.​Warranties. Contractor represents and warrants to Re:wild that (i) Contractor has
the full power and authority to enter into and perform this UA and any SOW and to
grant the rights granted hereunder, (ii) Contractor and those performing Services on
Contractor’s behalf have the necessary knowledge, qualifications, licenses, permits,
ability and expertise to perform Services set out in any SOW to the standard of care
and technical professional expertise required by Re:wild, (iii) entering into this UA
and any SOW and performing the Services will not conflict with any agreement
between Contractor and any other party, (iv) each of the Works is original and
Contractor is the sole author of each of the Works and the owner of all rights
assigned in this UA and any applicable SOW to Re:wild, (v) no part of the Works will
defame or libel, or infringe or violate any copyright, trade secret, trademark, patent,
invention, or other proprietary or personal right of, any third party, (vi) any part of the
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Works or other material(s) furnished but not created by Contractor do not infringe
upon or violate any personal or property rights of others and Contractor has the right
to furnish such material(s) to Re:wild, (vii) any media containing any digital program
which is included in the Works will be free from defects in material and workmanship
and any such digital program will contain no virus or disabling device or content that
could interfere with continuous performance of such digital program, (viii) any digital
program, database and other element of the Works is fit for the purpose for which it
is has been prepared or developed and will be able accurately to recognize, record,
present, store, and process data (including dates and date-related data), (ix) as
applicable, Contractor will provide Re:wild with all source code, programmer
documentation, and other materials necessary for Re:wild to maintain and modify
any digital program developed by Contractor under any SOW, and (x) at all times
during the term of this UA, with respect to personally identifiable information (“PII”,
hereby defined as information that can be used to distinguish or trace an individual’s
identity, either alone or when combined with other personal or identifying information
that is linked or linkable to a specific individual), Contractor (A) is capable of
providing, and will maintain, reasonable and appropriate physical, technical and
administrative safeguards for any PII received from Re:wild, or created or received
on Re:wild’s behalf, including, without limitation, during the transfer of the PII
between Re:wild and Contractor; and (B) will maintain sufficient procedures to detect
and respond to any attempted unauthorized acquisition or use of PII in paper or
electronic form or interference with information system operations affecting electronic
PII.

14.​Indemnification. To the fullest extent permitted by law, and notwithstanding any

limitation of liability contained in this UA or any SOW, Contractor shall defend,
indemnify and hold harmless Re:wild, its affiliates and each of their respective
trustees, directors, officers, employees, guests, independent contractors, agents,
successors and assigns (together, the “Indemnitees”) from and against, and
reimburse Indemnitees for, any and all claims, demands, liabilities, losses, damages,
liens, encumbrances, penalties, fines, suits, proceedings, judgments, causes of
action, costs, fees and expenses, including reasonable attorneys’ fees, court costs
and out-of-pocket expenses (“claim(s)”), including claims for damages because of
bodily injury, illness, disease, or death, damage to, loss of use, or destruction of
tangible property, arising out of or occurring as a result of the work or operations of
Contractor or any of its subcontractors, sub-subcontractors, suppliers, or any of their
agents, employees, officers, directors or partners, for Re:wild, excluding only liability
caused by the Indemnitees’ sole and exclusive negligence. Contractor further
agrees to defend, indemnify and hold harmless Indemnitees from any claims arising
from (i) any breach of this UA or any SOW by Contractor, (ii) any infringement by
Contractor of copyright, trademark, patent or other intellectual property rights, or (iii)
both. Contractor’s agreement set forth in this paragraph shall not be deemed excess
coverage to any insurance or self-insurance Indemnitees may have covering a claim.

15.​No Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE

OR RESPONSIBLE TO THE OTHER PARTY FOR INDIRECT, SPECIAL,
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INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR
LOST PROFITS OR LOST SAVINGS, EVEN IF A PARTY IS INFORMED OF THEIR
POSSIBILITY.

16.​Force Majeure. Neither Party shall be in breach of this UA or any SOW if its
performance is materially and adversely affected by acts of government, civil unrest,
terrorism, riots, military actions, border closures, labor disputes, major infrastructure
disruptions, environmental disasters, extreme natural phenomena, public health
crises or other causes beyond the reasonable control and without the negligence or
fault of the non-performing Party (each, an “Event of Force Majeure”). The
non-performing Party shall give prompt written notice thereof to the other Party,
including a description of the Event of Force Majeure. For the duration of the Event
of Force Majeure, the affected requirements of this Agreement shall be suspended;
provided, however, that the non-performing Party shall use reasonable efforts to
mitigate the effect of the Event of Force Majeure on its performance under this
Agreement. After the Event of Force Majeure, the Parties shall resume performance
as soon as reasonably practicable, unless they agree otherwise in writing. If an
Event of Force Majeure lasts over thirty (30) consecutive days or severely
undermines the primary purpose for entering into this UA or any SOW, either Party
may terminate this UA and/or such SOW without penalty by written notice to the
other Party. In the event of such a termination, payment will be made for Services
satisfactorily performed and goods delivered and accepted. To the extent any
deposit has been paid in advance in respect of Services that have not yet been
satisfactorily performed or goods that have not yet been delivered and accepted,
such deposit shall, upon written agreement of the Parties, be retained as a credit
toward future services or goods or, failing such agreement of the Parties, refunded in
full within thirty (30) days of the termination.

17.​Governing Law. Unless otherwise stated expressly in this UA or any SOW, this UA
and any SOW shall be governed by the laws of the State of New York, disregarding
New York’s choice of law rules. However, this paragraph is not intended to modify or
affect the applicability of labor and employment laws of the United States or other
jurisdictions, which may or may not apply to the professional relationship
memorialized in this UA or any SOW based on particular facts and circumstances.

18.​Dispute Resolution. The Parties hereby agree that, in the event of any dispute,
controversy or claim (“Dispute”) between the Parties relating to this UA or any SOW,
the Parties shall first seek to resolve the Dispute through informal discussions. All
such discussions are and will be confidential and will be treated as compromise and
settlement negotiations for purposes of applicable rules of evidence. If the Dispute is
not resolved within sixty (60) days of notification of such Dispute, either Party may
make a written demand for non-binding mediation, specifying the subject of the
Dispute and the relief requested. The Parties will cooperate with one another in
selecting a mediator and in scheduling the mediation proceedings. The Parties agree
that they will participate in the mediation in good faith and that they will share equally
in its costs. If the Parties cannot agree on a mediator within fifteen (15) days of the
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request for mediation or if the Dispute is not resolved within sixty (60) days of the
request for mediation, then

(i) if Contractor’s principal place of business is in the U.S., either Party may
commence litigation proceedings in any state or federal court located in the State of
New York and County of New York empowered to enforce this UA or any SOW. The
Parties consent to the exclusive jurisdiction of such courts, and hereby waive any
objection thereto on the basis of personal jurisdiction or venue or any other basis;

or

(ii) if Contractor’s principal place of business is outside the U.S., the Parties
agree that the Dispute will be settled by binding arbitration in accordance with the
United Nations Commission on International Trade Law (UNCITRAL) Arbitration
Rules, conducted in the English language before a single arbitrator appointed in
accordance with the aforementioned rules. The Parties agree that Re:wild shall
select the venue (legal seat) and physical location of arbitration proceedings at its
sole discretion, regardless of the Party initiating the Dispute. Each Party shall bear its
own costs and fees, including attorneys’ fees, expert fees, and other expenses
related to the arbitration between the Parties. The decision of the arbitrator shall be
final and binding upon the Parties and their respective successors and assigns.

Nothing in this Paragraph 18 shall limit the right of Re:wild to seek injunctive or other
equitable relief in any court of competent jurisdiction and to this extent Contractor
irrevocably consents to the non-exclusive jurisdiction of any court having competent
jurisdiction over Contractor or its assets for purposes of seeking injunctive and
equitable relief.

19.​Government Officials and Employees. Re:wild is bound by U.S. laws and

regulations that prohibit making corrupt payments, directly or indirectly, to any
government official. Contractor hereby represents and certifies that, in performing
the Services pursuant to this UA and any SOW, Contractor and its directors, officers,
employees and agents have not and will not offer, pay, promise or authorize the
payment, directly or indirectly through any other person or entity, of any monies or
anything of value to any governmental official or employee or any political party or
candidate for political office, for the purpose of inducing or rewarding any favorable
action or influencing any act or decision of such official or of the government.
Re:wild may terminate this UA and any SOW immediately if Contractor fails to
comply with the conditions stated in this Paragraph 19.

20. Preventing Terrorist Financing; Other U.S. Sanctions and Export

Controls.
(a) Re:wild is bound by U.S. laws and regulations that prohibit
having transactions with and providing material support or
resources to individuals or groups that engage in or support acts
of terror. By entering into this UA, Contractor represents, certifies
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and agrees that (i) Contractor does not engage in or support,
directly or indirectly, acts of terror and (ii) Contractor shall not
engage in transactions with, or provide resources or support to,
individuals and organizations associated with terrorism, including
those individuals or entities that appear on the Specially
Designated Nationals and Blocked Persons List maintained by the
U.S. Treasury (online at:
[Link]
s/[Link]) and the United Nations Security Council’s ISIL
(Da’esh) and Al-Qaida Sanctions List (online at:
[Link]
). Further, Contractor represents, certifies and agrees that
Contractor is implementing, and over the course of this UA and
any SOW will continue to implement, reasonable monitoring and
oversight to assure continuing compliance with these
representations, certifications and agreements and that, on
request, Contractor will provide documentation of the monitoring
and oversight of these efforts. Re:wild may terminate this UA and
any SOW immediately if Contractor fails to comply with the
conditions stated in this Paragraph 20. This provision must be
included in all subcontracts issued under this UA or any SOW.

(b) All transactions funded under this UA and any SOW shall comply fully with all
applicable U.S. economic and trade sanctions, including (without limitation) those
administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department
of Treasury, as well as export restrictions administered by the U.S. Government.
Without limiting the generality of the foregoing, Contractor certifies and agrees that
Contractor has not and shall not use any funds or Services provided under this UA or
any SOW, whether directly or indirectly, to (1) engage in, support, or otherwise
facilitate a transaction in which an individual, entity or country designated by OFAC
has an interest of any nature whatsoever, direct or indirect, in violation of U.S. law or
regulations, including, without limitation, those administered by OFAC; or (2) export
or re-export items or purchase items to export or re-export in violation of U.S. law or
regulations, including, without limitation, the Export Administration Regulations
administered by the Bureau of Industry and Security of the U.S. Department of
Commerce.

21.​Ethical Conduct and Respect for Human Rights. Contractor represents and
warrants that the Contractor and, as applicable, its employees, officers, directors,
subcontractors or agents shall perform the Services:
(i) following the highest standards of professional and personal ethics;
(ii) in accordance with internationally-recognized standards of human rights and
human rights laws;
(iii) with due respect for the cultures and customs of Indigenous Peoples, local
communities and countries in which it is implementing the Services;

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(iv) without directly, or indirectly, engaging in or tolerating any form of human
trafficking (i.e., the act of recruiting, transporting, transferring, harboring or receiving
a person through use of force, coercion or other means for the purpose of exploiting
them); and
(v) ensuring that no form of physical or emotional abuse, sexual abuse, neglect,
exploitation or any other activity occurs by the Contractor and, as applicable, its
employees, officers, directors, subcontractors or agents, that could result in harm to
the health, safety, survival, development or dignity of any individual.

22.​Disclosure. Contractor shall immediately report to Re:wild if Contractor or, as

applicable, its employees, officers, directors, subcontractors or agents witness or
receive a complaint relating to human rights violations or harm to Indigenous
Peoples, local communities, vulnerable groups or other individuals in the
implementation of the Services. Contractor shall also immediately disclose to Re:wild
if it becomes aware of (a) any allegation of fraud, corruption, unethical or illegal
conduct in connection with the Services or this UA or any SOW, or (b) any actual or
potential breach of the representations of Paragraphs 13, 19, 20 or 21. Contractor
shall provide its full and timely cooperation with any audits, inspections, or
investigations following such report or disclosure. Contractor shall direct any reports
and/or disclosures to ethics@Re:[Link].

23. No Assignment; Subcontracting. Contractor may not assign this UA or any

SOW without the prior written consent of Re:wild and any purported assignment
made in violation of this prohibition will be null and void. Should Contractor engage
any third parties in connection with the performance of the Services under this UA or
any SOW, Contractor shall include in the agreements with its subcontractors all
terms and conditions necessary to ensure that Contractor complies with this UA and
such SOW. Contractor shall be solely responsible for ensuring its subcontractors’
compliance with the terms and conditions of this UA and such SOW. Records related
to such subcontracts shall be made available to Re:wild, the Funding Source(s), and
their respective representatives and assignees upon request.

24.​Survival. Upon any termination or expiration of this UA or any SOW, the provisions
of this UA and any SOW that by their context are intended to survive the expiration
or termination of this UA or SOW shall survive, including, without limitation
Paragraphs 1, 2, 3, 4, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 22, 23, 24 and 25 of this
UA.

25.​Entire Agreement. This UA (including the Cover Page, these Standard Terms
and Conditions, any SOW and any attachments to this UA or SOW, all of which are
incorporated in and made a part of this UA) constitutes the entire agreement
between Contractor and Re:wild with respect to the subject matter hereto and may
be altered only by subsequent mutual agreement in writing. Each Party represents
and warrants that this UA has been executed on its behalf by its duly authorized
agent or agents. The provisions of this UA and any SOW shall be read together and
applied in a manner consistent with the purpose of this UA and any SOW to the
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maximum practicable extent. In the event of any apparent conflict or inconsistency
between or among the provisions of the Cover Page, the Standard Terms and
Conditions, any SOW and any attachments to this UA, Contractor shall have an
affirmative duty to notify Re:wild and obtain guidance before interpreting them.
Contractor agrees to be bound by the interpretation determined by Re:wild and shall
be held liable for any interpretation inconsistent with Re:wild’s position if Contractor
fails to notify Re:wild.

24.​ Counterparts. This UA may be executed electronically (i.e., PDF

format), by facsimile and in one or more counterparts, each of
which shall constitute an original document and all of which taken
together will constitute one instrument.

-- END OF TERMS AND CONDITIONS --

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