 Terms and Conditions applicable to ILO Contracts

1. The Parties
1.1. Legal status: The International Labour Organization, represented by the International Labour Office (ILO), and
the Contractor (referred to individually as a Party and together as the Parties) have the following legal status:
1.1.1. the International Labour Organization has full juridical personality, including the ability to contract, and
enjoys such privileges and immunities as are necessary for the independent fulfilment of its purposes
pursuant to the Constitution of the International Labour Organisation;
1.1.2. the Contractor is an independent contractor. The Contractor will neither seek nor accept instructions from
any authority external to the ILO in connection with the performance of its obligations. Nothing contained
in or relating to the Contract will be construed as establishing or creating between the Parties the
relationship of employer and employee or of principal and agent; and
1.1.3. the employees, officials, representatives, staff or subcontractors (Personnel) of either of the Parties will not
be considered in any respect as being the employees or agents of the other Party. Each Party is solely
responsible for all claims arising out of or relating to the engagement of its respective Personnel.
1.2. Privileges and immunities: Nothing in or related to the Contract will be deemed a waiver of any of the privileges
and immunities of the International Labour Organization recognized under the Convention on the Privileges and
Immunities of the Specialized Agencies (1947), its Annex I relating to the ILO, or other relevant national and
international law.
1.3. Tax exemption: The International Labour Organization, as a United Nations Specialized Agency, enjoys a special
tax status in Switzerland and in other Member States. Unless specified in the Purchase Order/Contract
Document, invoices will be submitted exclusive of any amount representing charges, duties or taxes (e.g., value
added tax).
1.4. Restrictions in advertising:
1.4.1. Except with the prior written authorization of the ILO, the Contractor may not:
[Link]. use or reproduce the emblem, logo, name or official seal of the International Labour Organization or
of the ILO, including abbreviations, in connection with the Contractor’s business or otherwise; and
[Link]. advertise or otherwise make public the fact that it is a Contractor to the ILO. Such restrictions will not
apply to the mention of the International Labour Organization or of the ILO for the purposes of the
Contractor’s annual or other reporting obligations (e.g., audit, board, shareholders).
1.4.2. The ILO reserves the right to publish on the internet, including the websites of the ILO 1 and the United
Nations Global Marketplace (UNGM) 2, or otherwise make public the Contractor’s name and address as well
as basic information regarding the Contract, including the amount of the Contract.

2. Contract Documents and Validity

2.1. Nature of the Contract:
2.1.1. The Contract constitutes the complete and exclusive agreement between the Parties. It supersedes all
proposals, verbal or written arrangements or agreements, and any other communications by one of the
Parties or between the Parties relating to the Contract.
2.1.2. The Contract is composed of the following documents listed in their order of precedence:
[Link]. Purchase Order/Contract Document, including any specific conditions;
[Link]. Terms and Conditions applicable to ILO Contracts; and
[Link]. any other document explicitly listed in the Purchase Order/Contract Document and attached to it (i.e.,
Annex 1, 2, etc.).
2.1.3. Unless otherwise included in any of the documents listed in paragraph 2.1.2., the terms of business,
conditions of contract, general reservations published or issued by the Contractor or written in any
correspondence or documents emanating from the Contractor will not form part of the Contract.
2.1.4. The original of the Contract has been written and signed in English. If the Contract is translated into another
language, the English version will govern and prevail.

1
[Link]
2
[Link]

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2.2. Validity: The Contract will expire upon fulfilment by the Parties of their respective obligations or otherwise in
accordance with its provisions.
2.3. Non-exclusivity: The ILO may purchase goods or equipment (referred together to as Goods), or contract for
works or services (referred together to as Services) of the same or similar kind and quality described in the
Contract from any other source at any time.
2.4. Communications: Communications (e.g., notices, documents) will be addressed to the ILO contact indicated in
the Purchase Order/Contract Document. Communications intended for the ILO’s Procurement Bureau may be
addressed to:

INTERNATIONAL LABOUR OFFICE

Procurement Bureau (PROCUREMENT)
4 Route des Morillons
CH 1211 Geneva 22
Switzerland

3. Price and Payment

3.1. Price and currency: The price and currency specified in the Purchase Order/Contract Document are firm-fixed
and not subject to any adjustment or revision due to price or currency fluctuations, or alteration in the actual
costs incurred by the Contractor in the performance of the Contract. All expenditures related to the assignment,
replacement and withdrawal of the Contractor’s Personnel, including allowances, cost of travel arrangements,
local transport, and insurance, will be borne by the Contractor.
3.2. Payment:
3.2.1. Upon receipt of the Contractor’s written invoice and any related supporting documentation, the ILO will
effect payment, normally within thirty (30) days, by bank transfer (the ILO will not pay through letters of
credit or bank draft). The written invoice will be sent electronically to the addressee specified in the Purchase
Order/Contract Document and will contain the:
[Link]. number of the Purchase Order/Contract Document that it relates to;
[Link]. invoiced amount (without the rounding of currency decimals and exclusive of VAT, duties or charges);
and
[Link]. date of the delivery of Goods or the completion of Services.
In no event will complete or partial payment by the ILO, in and of itself, constitute acceptance of the Goods
or Services.
3.2.2. The Contractor is responsible for providing the ILO with complete, accurate and up to date information
sufficient for it to effect payment. If the ILO is unable to effect payment due to the failure of the Contractor
to provide such information, the ILO will not be obligated to effect payment beyond the time limit referred
to in paragraph 15.8. (Limitation on actions).

4. Performance
4.1. Observance of laws by Contractor: The Contractor will comply with all laws, ordinances, regulations and rules
bearing upon the performance of its obligations and, in particular, those concerning terms of employment,
conditions of work and any collective agreements to which it is a party.
4.2. Duty of care: The Contractor undertakes to perform its obligations in good faith with the fullest regard to the
ILO’s interests, providing its expertise and relevant professional advice, using the degree of skill, care, and
diligence to be expected from an entity performing in the trade or industry concerned in the area where work is
carried out. If the Contractor becomes aware of any circumstances or information that may threaten the proper
performance of the Contract, it will immediately notify the ILO.
4.3. Sustainability: In addition to the foregoing, the Contractor will wherever possible take appropriate steps to
perform its obligations in a manner that takes into account economic and social considerations, as well as is
respectful of the environment (e.g., undertaking initiatives to promote greater environmental responsibility and
encourage the development and diffusion of environmentally friendly technologies and solutions, and
implementing sound life-cycle practices).
4.4. Responsibility for Personnel:
4.4.1. Each Party is solely responsible for the professional and technical competence of its respective Personnel,
which will permit that Party to effectively perform its obligations.
4.4.2. The Contractor will bring to the attention of its Personnel their conditions of work and any other information
relevant to the performance of the Contract (e.g., paragraph 12. (Responsible Business Practices)), including
through the posting of notices in conspicuous places in the establishments and workplaces concerned and,
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where effective enforcement does not exist, provide for a system of inspection adequate to ensure effective
enforcement.
4.4.3. The ILO reserves the right to request the withdrawal or replacement of any of Contractor’s Personnel, at
any time, including as in the case of demonstrable poor performance or misconduct by the Contractor’s
Personnel. Such request will be in writing and will not be unreasonably withheld by the Contractor.
4.4.4. If any of the Contractor’s Personnel are removed by the Contractor or for any reason are no longer available,
the Contractor will replace said Personnel with individuals possessing equal or better knowledge,
experience and ability to perform its obligations.
4.4.5. Regardless of cause, the withdrawal and replacement of the Contractor’s Personnel will be carried out in a
manner that will not adversely affect the Contractor’s ability to perform its obligations.
4.5. Items furnished by either Party:
4.5.1. The Contractor is solely responsible for the arrangement, provision and operation of all equipment,
supplies, related support services and Personnel (including any related costs so incurred) necessary for the
Contractor to perform its obligations.
4.5.2. Where proprietary items (e.g., devices, documents, drawings, estimates, gauges, jigs, manuscripts, maps,
mosaic parts, patterns, photographs, plans, recommendations, records, reports, samples, source codes,
and software) or Goods are funded or provided by the ILO to the Contractor or are developed by the
Contractor for the ILO to support the performance of the Contractor’s obligations, the following terms
apply:
[Link]. the Contractor acknowledges and agrees that the ILO hereby disclaims any and all warranties
regarding the functionality or installation of the foregoing. The Contractor is solely responsible for
their installation (e.g., any Personnel, tools, materials or other Goods necessary for installation),
maintenance and functioning;
[Link]. the Contractor will promptly report to the ILO each loss, damage or theft of the foregoing;
[Link]. title to the foregoing will be retained by the International Labour Organization. The Contractor will
not cause or permit any lien, claim or other encumbrance to be attached to any or all of the foregoing,
or to any other item that is the subject matter of the Contract; and
[Link]. upon the termination or expiration of the Contract, all such proprietary items and Goods will be
returned to the ILO in the same condition as when delivered to the Contractor, excluding normal wear
and tear. Their return, or other disposal as the ILO may direct, will be at the Contractor’s expense.
Upon termination or expiration of the Contract, the Contractor will take all reasonable measures to
avoid any loss of or deterioration to such proprietary items or Goods.
4.5.3. As directed by the ILO, the Contractor will: (i) compensate the ILO for actual costs of any loss of, damage to,
or deterioration of such proprietary items and Goods that is beyond normal wear and tear; (ii) replace or
repair them; or (iii) indemnify the ILO for the cost of replacing or repairing them.
4.6. Access:
4.6.1. If any of the contractual obligations will be performed on ILO premises, the ILO will facilitate access in line
with requirements for such performance. The Contractor will ensure that its Personnel comply with ILO
safety and security requirements and any other relevant ILO rules and procedures while on ILO premises,
as well as with the instructions given by designated ILO officials.
4.6.2. If any of the contractual obligations require access to the ILO’s Information Technology (IT) systems,
infrastructure or applications, the ILO will grant access rights in line with requirements for such
performance. The Contractor will only allow access to its Personnel on a “need to know” basis. Each access
right will be unique corresponding to an assigned individual user (i.e., non-transferrable). In the event that
the Contractor’s Personnel is replaced (temporarily or permanently) or withdrawn, the Contractor will
inform the ILO in writing so as to permit the original access right to be de-activated and, as necessary, a
new unique access right to be assigned.
4.6.3. End-user computing devices such as personal computers, laptops, smartphones, and tablets used to access
the ILO’s IT systems, infrastructure or applications will comply with any ILO instructions on end-user
computing devices 3 and be in conformity with industry standards. 4

3
ILO Office Procedure, End-user computing devices, IGDS No. 497, as revised from time to time, available at
[Link]
4
ISO/IEC 27001:2013 or equivalent.
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4.7. Installation, maintenance, training: Where installation, maintenance or training is required, the following
terms apply:
4.7.1. the Contractor, in a timely manner, will arrange for and provide all equipment, supplies, related support
services and Personnel necessary to complete the installation, maintenance or training;
4.7.2. all costs related to the installation, maintenance or training will be borne by the Contractor;
4.7.3. the ILO and the consignee will be permitted to monitor the installation or maintenance work, as well as to
oversee the training; and
4.7.4. the Contractor will train any persons identified by the ILO or the consignee in the installation, operation,
maintenance, etc., of the Goods or Services described in the Contract.
4.8. Performance issues:
4.8.1. Should the Contractor encounter conditions that do not constitute force majeure and which impede, or are
likely to impede, timely and/or satisfactory performance of the Contract, the Contractor will:
[Link]. immediately notify the ILO in writing with full particulars, including the likely duration and the cause.
The Parties will consult as soon as practicable after receipt of such notice, to evaluate any available
means of mitigation or appropriate remedies;
[Link]. be liable for any increase in the price payable by the ILO resulting from the procurement of all or part
of the Goods or Services, including from other sources, which the Contractor failed to provide in
accordance with the Contract; and
[Link]. pay to the ILO as liquidated damages a sum equal to three-tenths of one (0.3) per cent of the Contract
price for each day of delay until actual delivery or performance, up to a maximum of ten (10) per cent
of the Contract price. The liquidated damages amount specified herein are intended to reasonably
compensate the ILO, as it is impractical or difficult to quantify the damages suffered by the ILO and
is not intended to punish the Contractor.
4.8.2. The ILO may apply the additional costs incurred or recover such liquidated damages, by deduction or
otherwise, against future amounts owed by the ILO to the Contractor.
4.8.3. In addition to paragraph 11.2.4. (Confidential information exclusions), the ILO may record performance
issues by the Contractor and such record may negatively affect future business opportunities including with
the International Labour Organization, entities of the United Nations System and multilateral development
finance institutions.

5. Provisions for Goods

5.1. Packaging: Where packaging is required, the following terms apply:
5.1.1. the Contractor will package and mark all Goods for shipment and delivery in accordance with the highest
standards of commercial packaging for the type and quantity of the Goods and the modes of transport
used and the packaging will comply with any requirements imposed by applicable laws and standards. In
addition, the Contractor will ensure that:
[Link]. packaging will be sufficient to withstand local conditions, including rough handling, exposure to
extreme climate conditions, dusty environments, salt and precipitation, and open storage for up to
several months after arrival at the consignee’s destination specified in the Purchase Order/Contract
Document;
[Link]. packing container sizes and weights will be determined by reference to the conditions prevailing at
the final destination, including where relevant, the absence of mechanical equipment for loading and
offloading;
[Link]. dangerous or combustible Goods will be packed separately, in accordance with the highest safety
standards of commercial packaging, and marked as containing dangerous or combustible Goods;
and
[Link]. no markings on the outside of the packaging indicate the contents of the box. Boxes in shipments
consisting of multiple boxes will be numbered and will identify the total number of boxes in the
shipment (i.e., box 1 of 5, 2 of 5, etc.). A packing list will be provided with all details of its contents.
Packing lists will state complete shipping marks, number of boxes, contents, gross and net weights
in kilograms of each box, measurements and volume in cubic meters.
5.1.2. The Contractor will have no right to the return of packing materials.
5.1.3. Any costs relating to or arising from packaging or marking deficiencies or deviations from the Contract will
be borne by the Contractor.
5.2. Shipment, transport, delivery:
5.2.1. Where shipment, transport or delivery are required, the following terms apply unless otherwise specified
in the INCOTERMS contained in the Purchase Order/Contract Document:

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[Link]. the Contractor is solely responsible for making all shipment, transport and delivery arrangements
necessary for the performance of its obligations, in particular obtaining any approvals,
authorizations, certifications, licenses, permits, registrations, necessary for the shipment, transport,
customs clearance and delivery in relation to the import or export of Goods;
[Link]. all costs associated with any shipment, transport and delivery, including all freight and insurance
costs, and all costs relating to obtaining any approvals, authorizations, certifications, licenses, permits
or registrations will be borne by the Contractor;
[Link]. the Contractor assumes all liabilities associated with war, strike, riot, appropriation, confiscation,
delay, damage (regardless of cause), destruction, loss or theft of the Goods until delivery at the final
destination; and
[Link]. the Contractor will insure the Goods against all the above risks until delivery at the final destination.
The value of the Goods will be calculated on the basis of cost and freight plus ten (10) per cent. A
duplicate of the insurance certificate will be sent to the ILO and the original to the consignee (if
different from the ILO).
5.2.2. The Contractor will ensure that the ILO or the consignee receives all necessary transport documents in a
timely manner, so as to enable the ILO or the consignee to take delivery in accordance with the
requirements of the Contract. A duplicate of all necessary transport documents will be sent to the ILO or
the consignee in advance of the transport and delivery.
5.2.3. Partial shipment and the combining of Goods supplied against different Purchase Orders to the same
consignee are not allowed, except with the prior written authorization of the ILO.
5.3. Inspection, acceptance, rejection: Where inspection and acceptance or rejection are required, the following
terms apply:
5.3.1. notwithstanding any pre-delivery inspection, the ILO or the consignee may also inspect the Goods upon
delivery in order to confirm that they conform to the requirements of the Contract. The ILO or the consignee
will have a reasonable time after their delivery to inspect and to accept or reject the Goods that do not
conform to the requirements of the Contract. The ILO’s or the consignee’s inspection of the Goods, failure
to inspect and accept or reject them, and acceptance or rejection of the Goods will not relieve the Contractor
from its warranties or the performance of its obligations, nor impose liability on the consignee or the ILO,
for defects or non-conforming Goods.
5.3.2. the ILO or the consignee may condition acceptance of the Goods upon successful completion of acceptance
tests. Pending completion of such tests, neither complete or partial payment nor delivery into the physical
custody of the ILO or the consignee will constitute acceptance.
5.3.3. in the event that the Goods are deemed defective or otherwise do not conform to the requirements of the
Contract, the ILO or the consignee may reject them in whole or in part. Upon receipt of corresponding
notice from the ILO, the Contractor will immediately consult with the ILO to:
[Link]. arrange removal of the rejected Goods and provide a full refund. If only a portion of the Goods require
removal then a proportionate refund may be agreed upon by the Parties. In the event that the
Contractor fails to remove the Goods, the consignee or the ILO may dispose of the rejected Goods in
such manner as either deem appropriate, without any liability or payment owed to the Contractor; or
[Link]. repair the Goods in a manner that would enable them to conform to the requirements of the Contract;
or
[Link]. replace the Goods with Goods of equal or better quality.
5.3.4. Unless otherwise instructed by the ILO, the Contractor undertakes to complete the foregoing no later than
thirty (30) days after having received notice.
5.3.5. The Contractor will pay all costs relating to the repair or return of the defective or non-conforming Goods,
including payment of any customs duties that may be required on rejected Goods that were imported duty
free, as well as the costs relating to their storage and for the delivery of any replacement Goods to the ILO.
5.4. Title: Unless otherwise instructed by the ILO, title to the Goods will not pass to the International Labour
Organization until either the ILO or the consignee, on the ILO’s behalf, have accepted the Goods.

6. Warranty
6.1. Warranty of Goods:
6.1.1. In addition to conforming to the specifications contained in the Purchase Order/Contract Documents with
respect to their quantity, quality, description and full compatibility with conditions prevailing in the final
place of destination, the Contractor warrants that the Goods:
[Link]. will be new and unused, free from defects, and will conform to their respective product specifications
which are incorporated by this reference in the Contract;
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[Link]. are fit for the purposes for which such Goods are ordinarily used and for purposes made expressly
known in writing in the Contract;
[Link]. are free from any right or claim by any third-party and unencumbered by any title or other rights,
including any liens or security interests and claims of infringement of any intellectual property rights.
The Contractor will indemnify, hold harmless and defend the ILO from any actions or claims brought
against the ILO pertaining to the alleged infringement of any such third-party rights;
[Link]. are securely contained, packaged and marked, taking into account the modes of transport, in a
manner so as to protect the Goods during delivery to their final destination; and
[Link]. conform with all applicable technical, safety, health and environment protection standards or
recommendations, including those relating to International Labour Organization conventions on
safety and health.
6.1.2. Where the Contractor is not the original manufacturer of the Goods, the Contractor will provide the ILO
with the benefit of all manufacturers’ warranties in addition to any other warranties required to be provided
under the Contract.
6.1.3. With the exception of paragraph [Link]., all warranties contained in paragraph 6.1. will remain fully valid
following the delivery of the Goods at the final destination for a period of not less than one (1) year.
6.1.4. During the period in which the Contractor’s warranties are in effect, upon notice by the ILO that the Goods
do not conform to the terms or requirements of the Contract or other breach of the warranties contained
in paragraphs 6.1.1. and 6.1.2., the Contractor will immediately undertake, at its sole expense, best efforts
to cure such defects and non-conformities in the delivered Goods, or other breach of the warranties. If the
Contractor is unable to correct such defects and non-conformities promptly, but in no case longer than
fifteen (15) days, the Contractor will immediately replace the defective Goods with Goods of the same or
better quality; or, at its sole expense, remove the defective Goods and fully reimburse the ILO for the price
paid for the defective Goods.
6.1.5. In the event that the Contractor fails to meet its obligations under paragraph 6.1.4., the ILO has the right
to independently replace or repair the Goods and the Contractor will be obligated to reimburse the ILO for
all the additional costs so incurred, including by deduction or otherwise, against future amounts owed by
the ILO to the Contractor.
6.2. Warranty of Services:
6.2.1. Without prejudice to paragraph 4.2. (Duty of care), the Contractor warrants that any Services provided in
accordance with the Contract will meet the specifications, timeframes and related requirements contained
in the Contract. All materials and workmanship utilized in performing the Services will be of the respective
kind(s) described in the Contract and free from defects. Materials not conforming to the specifications
contained in the Contract will not be used in performance of the Services without prior written approval of
the ILO.
6.2.2. If the Services do not meet the requirements referred to above, the Contractor will, at its sole expense,
either by repair or replacement, correct, promptly modify or change any faulty workmanship materials,
parts and equipment supplied by it to the extent necessary to satisfy the above warranty.
6.2.3. If any defect or failure in the Services cannot be rectified by remedial measures within the period agreed
by the Parties, the Contractor will be considered to be in default and in addition to exercising any
termination or suspension rights, the ILO has the right to independently replace or repair the Services and
the Contractor will be obligated to reimburse the ILO for all the additional costs so incurred, including by
deduction or otherwise, against future amounts owed by the ILO to the Contractor.

7. Indemnification and Insurance

7.1. Indemnification: The Contractor will indemnify, hold harmless and defend, at its sole expense, the ILO and its
Personnel from and against all complaints, claims, suits, judgments, damages, losses, and liability of any nature
or kind including costs, fees and related expenses, arising from acts, omissions or events by the Contractor or
its Personnel in the performance of the Contract.
7.2. Insurance:
7.2.1. The Contractor, for the duration of the Contract, any extension thereof or any reasonably adequate period
to deal with losses following any termination of the Contract warrants that, and will provide evidence upon
request, it has taken out insurance from a reputable insurer, which includes:
[Link]. coverage for a sufficient amount for any vehicles or equipment used for the performance of the
Contract;
[Link]. a comprehensive civil liability insurance with regard to third-parties, including the ILO and its
Personnel, in respect of physical injury, theft or damage to property, systems and data; and

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[Link]. where required, any other insurance in relation with the performance of the Contract as specified in
the Purchase Order/Contract Document.
7.2.2. The Contractor acknowledges and agrees that neither the requirement for taking out and maintaining
insurance as contained in the Contract nor the amount of any such insurance, including any deductible or
retention relating thereto, will in any way be construed as limiting the Contractor’s liability arising under or
relating to the Contract.
7.3. Notice: The Contractor will immediately notify the ILO upon becoming aware of:
7.3.1. any complaints, claims, suits, judgments, damages, losses, and liability of any nature or kind including costs,
fees and related expenses;
7.3.2. any cancellation or material change of the insurance coverage required under the Contract.

8. Assignment and Subcontracting

8.1. Assignment: The Contractor may not assign, transfer, pledge or make any other disposition of the Contract, of
any part of the Contract, or of any of the rights, claims or obligations under the Contract except with the prior
written authorization of the ILO. Any such unauthorized assignment, transfer, pledge or other disposition, or
any attempt to do so, will not be binding on the ILO.
8.2. Subcontracting: In the event that the Contractor requires the services of any subcontractor, the Contractor will
obtain the prior written authorization to subcontract and the approval of the ILO of the subcontractor selected.
The authorization and approval by the ILO of such a subcontractor does not relieve the Contractor of any of its
obligations and the Contractor is solely responsible for the Goods and Services provided by a subcontractor in
the framework of the Contract, including their quality. The terms of any subcontract will be subject to and be in
conformity with the provisions of the Contract with particular attention drawn to paragraphs 4. (Performance),
9. (Intellectual Property), 10. (Data Protection), 11. (Confidentiality), and 12. (Responsible Business Practices). The
Contractor will be responsible for ensuring compliance with the above terms, as for its own Personnel, and for
any subcontractors and its Personnel who are performing any part of the Contractor’s obligations. Except with
the prior written authorization to subcontract by the ILO of the subcontractor selected, the Contractor will ensure
that its subcontractor(s) do not subcontract, assign, transfer, pledge or make any other disposition of the
Contract, of any part of it, or of any of its rights, claims or obligations. The provisions of this paragraph apply to
any subcontractor who, in turn, requires the services of a subcontractor.

9. Intellectual Property
9.1. Intellectual Property and other proprietary rights: All intellectual property and other proprietary rights,
including copyrights, industrial designs, patents, source codes, and trademarks, with regard to applications,
documents, inventions, know-how, other materials, or products (Intellectual Property) that the Contractor has
developed under the Contract will be the sole property of the International Labour Organization and will be
communicated in full to the ILO, at the latest upon termination or expiration of the Contract.
9.2. Licensing: To the extent that any Intellectual Property due to the Organization under paragraph 9.1. includes
any Intellectual Property of the Contractor that pre-existed the performance by the Contractor of its obligations
or, any Intellectual Property of the Contractor that it may develop or acquire, or that may have been developed
or acquired, independently of the performance of its obligations, the Contractor grants to the Organization an
unlimited perpetual, royalty-free license to make unrestricted use of such Intellectual Property. The ILO will not
claim any ownership interest in the pre-existing Intellectual Property described in this paragraph.
9.3. Third-party rights: The Contractor undertakes to obtain, at its sole expense, permission to use any third-party
protected rights that are necessary for the performance of the Contract (including an unlimited perpetual
transferable license to the Organization) and will provide evidence upon request.

10. Data Protection

10.1. Transfers of ILO Data: Subject to paragraph 10.3., if any of the contractual obligations require access to
International Labour Organization data including personal data (ILO Data), the ILO will transfer such ILO Data
necessary for the performance of the Contractor’s obligations.
10.2. Use of ILO Data: Use (including accessing, processing, retention, storage) of ILO Data is limited to the purposes
contained in the Contract and such use will be limited to Contractor’s Personnel on a “need to know” basis. Use
of ILO Data for internal research, marketing, sales, or promotional purposes is strictly prohibited. Subject to
paragraph 11. (Confidentiality), the Contractor will treat ILO Data as confidential and may neither disclose it nor
make it available to any third-party except with the prior written authorization of the ILO.
10.3. Compliance: The Contractor confirms that it has a data protection policy in place that meets applicable legal
requirements and that it will apply such a policy to ILO Data. The Contractor will implement technical and
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organisational measures to ensure appropriate protection of ILO Data, in conformity with industry standards. 5
In addition, the Contractor will:
10.3.1. at its sole expense and risk, return, delete, or destroy all ILO Data, including data backups, upon written
instruction of the ILO. The ILO will provide a reasonable period of time and take into account the
Contractor’s legitimate interests, as well as the termination or expiration date of the Contract;
10.3.2. process, retain or store ILO Data exclusively in countries that are a party to the 1947 Convention on the
Privileges and Immunities of the Specialized Agencies and its Annex I relating to the International Labour
Organization or that provide other arrangements that ensure adequate legal protection of the International
Labour Organization’s privileges and immunities; 6 and
10.3.3. be liable for any resulting damages or penalties for its failure to comply with its obligations.
10.4. Data security:
10.4.1. Upon discovery of a data security breach, the Contractor will immediately notify the ILO 7 and undertake
at its sole expense to:
[Link]. propose immediate remedial actions (including containment);
[Link]. implement, as directed by the ILO, all necessary damage mitigation and remedial actions;
[Link]. where applicable, as directed by the ILO, restore the ILO’s and end-users’ access; and
[Link]. keep the ILO informed of its progress.
10.4.2. The Contractor, at its sole expense, will cooperate fully with any ILO investigation, remediation steps, and
response to a data security breach.

11. Confidentiality
11.1. Confidential information: The Contract and any information identified as restricted or confidential 8 that is
delivered or disclosed by one Party (Discloser) to the other Party (Recipient) during the course of performance
of the Contract will be treated as confidential and used solely for the purpose for which it was disclosed.
11.2. Exclusions: There will be no obligation of confidentiality or restriction on use, where the information:
11.2.1. is publicly available, or becomes publicly available, other than by an action or omission of the Recipient;
11.2.2. was already lawfully known to the Recipient prior to the performance of the Contract;
11.2.3. was received by the Recipient from a third-party not in breach of an obligation of confidentiality; or
11.2.4. is to be provided to an International Labour Organization entity, to another entity of the United Nations
System or a multilateral development finance institution, including information relating to paragraph 4.8.
(Performance issues) or the Contractor’s failure to comply with the provisions of paragraph 12. (Responsible
Business Practices).
11.3. Disclosure: The Recipient may disclose confidential information to the extent required by law or a regulatory
body, provided that the Recipient will give the Discloser sufficient prior notice of the request in order to provide
the Discloser with a reasonable opportunity from the receipt of the disclosure request, to take protective
measures or such other action as may be appropriate before any such disclosure is made. Any such disclosure
that is made in this context may not be deemed a waiver of the privileges and immunities of the International
Labour Organization.

12. Responsible Business Practices

12.1. Responsible business practices: The ILO requires the Contractor and its Personnel to support and respect the
protection of internationally proclaimed human rights 9 and to observe the highest ethical standards throughout
its supply chain, during the procurement process and the performance of the Contract. The ILO further requires
that the Contractor and its Personnel, will neither use nor engage in any: threats of violence, verbal or
psychological harassment or abuse. The Contractor expressly agrees to abide by the United Nations Supplier
Code of Conduct. 10

5
ISO/IEC 27001:2013 or equivalent.
6
ILO Legal Protection database available at [Link]
7
ILO Information Security and Assurance Services Unit (ISAS) at isas@[Link].
8
For the ILO refer to ILO Office Directive, Classification of ILO Information Assets, IGDS No. 456, as revised from time to time, available at
[Link]
9
UN Guiding Principles on Business and Human Rights, available at [Link]
10
[Link]
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12.2. Labour clauses: The Contractor undertakes to respect, at all times and in all circumstances relevant to the
performance of the Contract and in relation to all its Personnel, the following principles concerning international
labour standards of the International Labour Organization:
12.2.1. the freely-exercised right of workers, without distinction, to organize, further and defend their interests
and to bargain collectively, as well as the protection of those workers from any action or other form of
discrimination related to the exercise of their right to organize, to carry out trade union activities and to
bargain collectively;
12.2.2. the prohibition of forced or compulsory labour in all its forms;
12.2.3. equal remuneration for men and women for work of equal value;
12.2.4. equality of opportunity and treatment in respect of employment and occupation without discrimination
on the grounds of race, colour, sex (including pregnancy), religion, political opinion, national extraction or
social origin and such other ground as may be recognized under the national law of the country or countries
where the performance, in whole or in part, of the Contract takes place, including but not limited to age,
disability, HIV status, sexual orientation or gender identity;
12.2.5. the prohibition of the employment of children below fourteen (14) years of age or, if higher than fourteen
(14), the minimum age of employment permitted by the law of the country or countries where the
performance, in whole or in part, of the Contract takes place, or the age of the end of compulsory schooling
in that country or countries, whichever is higher;
12.2.6. the prohibition of the employment of persons under the age of eighteen (18) for work that, by its nature
or the circumstances in which it is carried out, is likely to harm the health, safety or morals of such persons;
12.2.7. the payment of wages in legal tender, at regular intervals no longer than one month, in full and directly
to the workers concerned. The Contractor will keep an appropriate record of such payments. Deductions
from wages are permitted only under conditions and to the extent prescribed by the applicable law,
regulations or collective agreement, and the workers concerned must be informed of such deductions at
the time of each payment;
12.2.8. the provision of wages, hours of work and other conditions of work not less favourable than the best
conditions prevailing (i.e., as contained in: (i) collective agreements covering a substantial proportion of
employers and workers; (ii) arbitration awards; or, (iii) applicable laws or regulations) for work of the same
character performed in the trade or industry concerned in the area where work is carried out;
12.2.9. the need to ensure, so far as is reasonably practicable, that the workplaces, machinery, equipment and
processes under their control are safe and without risk to health, and that the chemical, physical and
biological substances and agents under their control are without risk to health when the appropriate
measures of protection are taken; and provide, where necessary, adequate protective clothing and
protective equipment to prevent, so far as is reasonably practicable, risk of accidents or of adverse effects
to health; and
12.2.10. the provision of social security benefits, including the need to ensure that its Personnel are adequately
insured against the consequences of the following risks: (i) illness, injury and death; and (ii) incapacity to
work due to accident and sickness either during normal working hours or outside working hours.
12.3. Proscribed Practices and Prohibited Conduct: The Contractor and its Personnel certify that they have not and
will not engage in Proscribed Practices or Prohibited Conduct during the procurement process and the
performance of the Contract.
12.3.1. The ILO provides the following definitions of conduct or behaviour that constitute proscribed practices
(Proscribed Practices):
[Link]. “Fraud” or “fraudulent practice”: any act or omission whereby an individual or entity knowingly
misrepresents or conceals a fact: (i) in order to obtain an undue benefit or advantage or avoid an
obligation for himself, herself, itself, or a third-party; and/or (ii) in such a way as to cause an individual
or entity to act, or fail to act, to his, her or its detriment;
[Link]. “Corruption” or “Corrupt practice”: the offering, giving, receiving, or soliciting, directly or
indirectly, anything of value to influence improperly the actions of another party;
[Link]. “Coercion” or “Coercive practice”: an act or omission that impairs or harms, or threatens to impair
or harm, directly or indirectly, any party or the property of the party to improperly influence the
actions of a party;
[Link]. “Collusion” or “Collusive practice”: an arrangement between two or more parties designed to
achieve an improper purpose, including influencing improperly the actions of another party;
[Link]. “Unethical practice”: any conduct or behaviour that entails an actual, potential, or perceived
conflict of interest. This may include the receipt of gifts and hospitality, violation of post-employment
provisions, or non-compliance with other published requirements of doing business with the ILO; and

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[Link]. “Obstruction” or “Obstructive practice”: the deliberate destruction, falsification, alteration or

concealing of evidence material to an investigation or making false statements to investigators in
order to materially impede an investigation into allegations of the foregoing; and/or threatening,
harassing, or intimidating another to prevent them from disclosing their knowledge of matters
relevant to an investigation or from pursuing an investigation; or an act intended to materially impede
the exercise of the ILO’s inspection and audit rights.
12.3.2. The ILO provides the following definitions of conduct or behaviour that constitute prohibited conduct
(Prohibited Conduct):
[Link]. “Sexual exploitation” is any actual or attempted abuse of a position of vulnerability, differential
power, or trust, for sexual purposes, including, but not limited to profiting monetarily, socially or
politically from the sexual exploitation of another;
[Link]. “Sexual abuse” is the actual or threatened physical intrusion of a sexual nature, whether by force
or under unequal or coercive conditions;
[Link]. Sexual activity with children (persons under the age of eighteen (18)) regardless of age of
majority or age of consent locally. Mistaken belief in the age of a child is not an excuse; and
[Link]. Exchange of money, employment, assistance, goods or services for sex, including sexual favours
or other forms of humiliating, degrading or exploitative behaviour.
12.4. Conflict of interest: If at any stage of the procurement process or during Contract performance a conflict of
interest arises, or appears likely to arise, including any situation in which the interests of the Contractor conflict
with the interests of the ILO, or any situation in which any ILO official, employee or person under a contract with
the ILO may have, or appears to have, an interest of any kind in the Contractor’s business or any kind of economic
or personal ties with the Contractor, then the Contractor will immediately notify the ILO in writing, setting out all
relevant details. The Contractor will take such steps as the ILO may reasonably require to resolve or otherwise
deal with the conflict to the satisfaction of the ILO.
12.5. Full disclosure:
12.5.1. The Contractor will immediately notify the ILO upon becoming aware of any Proscribed Practices,
Prohibited Conduct, or suspicion thereof, by itself or its Personnel during the procurement process or the
performance of the Contract. 11 The Contractor will take all appropriate measures to prohibit and prevent
its Personnel from engaging in Proscribed Practices or Prohibited Conduct, as well as to investigate
allegations thereof, or to take corrective action when such a Proscribed Practice or Prohibited Conduct has
occurred.
12.5.2. The Contractor further warrants that it is not the subject of any sanctions, or otherwise identified as
ineligible by any government, supranational organization (e.g., European Union), another entity of the
United Nations System or multilateral development finance institution. The Contractor will disclose to the
ILO if it becomes subject to any sanction or temporary suspension during the term of the Contract. The
Contractor recognizes that a breach of this provision constitutes a fraudulent practice.
12.6. Terrorism: The Contractor agrees to undertake all reasonable efforts to ensure that no funds received under
the Contract are used, directly or indirectly, to provide support to individuals or entities associated with terrorism
and that recipients of any funds provided by the ILO do not appear on the list established by the UN Security
Council Resolutions 2253 and 2368 (UN ISIL (Da’esh) & Al-Qaida Sanctions List). 12

13. Force Majeure

13.1. Force Majeure:
13.1.1. Neither Party will be liable to the other Party for failure to perform its respective obligations, if such failure
is as a result of an unforeseeable and irresistible event, act of nature (including fire, flood, earthquake,
storm, hurricane, epidemic or other natural disaster), any act of war (whether declared or not), invasion,
revolution, insurrection, terrorism, or any other acts of a similar nature or force, (Force Majeure) provided
that such acts arise from causes beyond the control and without the fault or negligence of the invoking
Party.
13.1.2. The defaulting Party will notify, as soon as possible after the occurrence of the Force Majeure event, the
other Party in writing with full particulars of the Force Majeure event, including its likely duration, the
estimated expenditures that will likely be incurred for the duration of the Force Majeure event, and any
other conditions which threaten to interfere with the defaulting Party’s performance of the Contract.

11
ILO Office of Internal Audit and Oversight (IAO) at investigations@[Link]; [Link]
transparency/lang--en/[Link].
12
[Link]
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13.1.3. If either Party is rendered unable, in whole or in part, by reason of Force Majeure to perform its
obligations then that Party will have the right to:
[Link]. suspend the Contract or reduce activities, scope or services. Such suspension will be in effect
until further notice or for such a period as to be agreed upon by the Parties and will be reviewed on
an ongoing basis; or
[Link]. terminate the Contract.
13.1.4. In the event of disagreement as to the level of reduction, suspension or termination, the ILO’s decision
will prevail.
13.2. Notice of Force Majeure: If notice is not received by a Party in accordance with paragraph 13.1.2., the Party who
fails to notify of the Force Majeure event will be liable for damages resulting from such non-receipt, except where
the Force Majeure event also prevents transmission of the notice.

14. Termination or Suspension

14.1. Termination or suspension by the ILO: Without requiring prior adjudication or any other authorisation, the ILO
may by written notice immediately terminate or suspend the Contract, in the event that:
14.1.1. the ILO becomes aware of any incident or allegation of infringement by the Contractor or its Personnel
of any of its obligations contained in paragraphs 10. (Data Protection) or 12. (Responsible Business
Practices);
14.1.2. the Contractor is found to have made a wilful or fraudulent misrepresentation in the making of or
performance of the Contract, regardless of when the misrepresentation is discovered;
14.1.3. the ILO’s activities are curtailed or terminated;
14.1.4. the ILO does not receive the necessary funds to cover the total value of the Contract;
14.1.5. the ILO receives a recommendation regarding public health, safety or the security level (e.g., issued by
the World Health Organization, ILO Medical Service, UN Department of Safety and Security), as well as from
competent authorities where the Contractor is to perform any of its obligations;
14.1.6. the Contractor is declared undesirable by the government where the Contractor is to perform any of its
obligations; or
14.1.7. the Contractor becomes bankrupt, otherwise insolvent, or the ILO reasonably determines that the
Contractor has become subject to a materially adverse change in its financial condition that threatens to
substantially affect the ability of the Contractor to perform any of its obligations.
14.2. Termination or suspension by either Party: Without requiring prior adjudication or any other authorisation:
14.2.1. either Party may terminate the Contract in the event that the other Party fails to perform its obligations
(other than those described in paragraph 14.1.) or to satisfy any guarantees or warranties it has made under
the Contract and does not rectify such failure within thirty (30) days from receipt of a written notice from
the invoking Party, or within another mutually agreed timeframe; or
14.2.2. the Parties may agree on a temporary suspension of the Contract, in whole or in part. The defaulting
Party will take such steps as the invoking Party may reasonably require to rectify the failure or otherwise
deal with the conflict to the satisfaction of the invoking Party.
14.3. Consequences of termination or suspension:
14.3.1. Upon receipt of notice of termination or suspension by the ILO and unless otherwise instructed by the
ILO, the Contractor will:
[Link]. take immediate steps to stop production of any Goods or bring any Services to a close in a
prompt and orderly manner, will reduce expenses to a minimum and will not undertake any further
obligations from the date of receipt of the notice of termination or suspension; and
[Link]. deliver all completed or partially completed Goods or Services.
14.3.2. The ILO will only pay for those Goods delivered and Services provided to the ILO in accordance with the
requirements of the Contract, if they were ordered, requested or otherwise provided prior to the
Contractor’s receipt of the notice of termination or suspension from the ILO.
14.3.3. In the event of termination or suspension pursuant to paragraphs 14.1.1., 14.1.2. or 14.2.1., the ILO
reserves the right to require full or partial restitution of sums previously paid by it and impose sanctions as
per the ILO applicable procedures.

15. Miscellaneous
15.1. Change orders: The ILO may, by written notification, increase or decrease the number of Goods or the scope of
Services of the Contract provided the stage reached in the performance of the Contract so allows. If any such
changes increase or decrease the cost of and/or the time required for the performance of any part of the
Contract, an equitable adjustment will be made in the Contract’s price or time schedule, or both, and the Contract
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will accordingly be amended. Any request for consultation or claim for adjustment under this paragraph will be
asserted by the Contractor within thirty (30) days from the date of receipt of the ILO's change order.
15.2. Amendments: The Parties may by mutual agreement amend the Contract. Amendments will be effective only if
in writing and when executed and delivered on behalf of the ILO and the Contractor by persons duly authorized
to do so.
15.3. Audit and investigation: The Contractor and its Personnel will provide full and timely cooperation with ILO
audit, evaluation, investigation, inspection, review, or other activity relating to any aspect of the Contract or the
award thereof. Such cooperation includes the Contractor’s obligation to make available its premises, Personnel
and any relevant documentation and records for such purposes at reasonable times and on reasonable
conditions during the term of the Contract and for a period of ten (10) years from the termination or expiration
of the Contract. In the event of merger or acquisition, the Contractor will ensure that relevant documentation
and records will be transferred to the purchasing/resulting entity or, if dissolved, the Contractor will inform the
ILO in writing and provide it with the opportunity to retain relevant documentation and records.
15.4. Monitoring: The Contractor and its Personnel will provide full and timely cooperation with ILO monitoring
relating to any aspect of the Contract or the award thereof. Such cooperation includes the Contractor’s obligation
to make available its premises, Personnel and any relevant documentation for such purposes at reasonable times
and on reasonable conditions during the term of the Contract.
15.5. Non-waiver of rights: Termination of the Contract in whole or in part by a Party or the failure by either Party to
exercise any rights available to it, will not affect the accrued rights or claims and liabilities of either Party to the
Contract.
15.6. Survival: The obligations contained in paragraphs 1.4. (Restrictions in advertising); 6.1 (Warranty of Goods); 6.2
(Warranty of Services); 7.1. (Indemnification); 7.2. (Insurance); 9. (Intellectual Property); 10. (Data Protection); 11.
(Confidentiality); and 15.3. (Audit and investigation) survive the termination or expiration of the Contract.
15.7. Severability: The invalidity or unenforceability in whole or in part of any provision or part of the Contract will not
affect the validity or enforceability of the rest of that provision and/or any other provisions of the Contract.
15.8. Limitation on actions: Irrespective of their nature, any dispute, controversy, or claim arising out of the Contract
or the breach, termination, or invalidity thereof (other than obligations enumerated in paragraph 15.6.) must be
asserted within six (6) months after the termination or expiration of the Contract.

16. Settlement of Disputes

16.1. Amicable settlement: The Parties will use their best efforts to amicably settle any dispute, controversy, or claim
arising out of the Contract or the breach, termination, or invalidity thereof by direct informal negotiations,
including, where agreed, by referral, to an executive level of authority within the Parties. Where the Parties wish
to seek such an amicable settlement through conciliation, the conciliation will take place in accordance with the
Conciliation Rules then prevailing of the United Nations Commission on International Trade Law (UNCITRAL) 13
or according to such other procedure as may be agreed between the Parties in writing.
16.2. Arbitration: Unless settled amicably under paragraph 16.1., within sixty (60) days following receipt by one Party
of the other Party’s written request, any dispute, controversy or claim arising out of the Contract, or the breach,
termination or invalidity thereof, will at either Party’s request be settled by arbitration in accordance with the
UNCITRAL Arbitration Rules then prevailing. In addition:
16.2.1. the place of arbitration will be Geneva, Switzerland;
16.2.2. the decisions of the arbitral tribunal will be based on general principles of international commercial law;
16.2.3. the arbitral tribunal will have no authority to award punitive damages; and
16.2.4. the Parties will be bound by any arbitration award rendered as a result of such arbitration as the final
adjudication of any such dispute, controversy, or claim arising out of the Contract, or the breach,
termination or invalidity thereof.
16.3. Language: The conciliation and arbitration proceedings will be conducted in the language in which the Contract
is signed provided that it is one of the three working languages of the ILO (English, French and Spanish). In the
event the Contract is in a language other than English, French or Spanish, the conciliation or the arbitration
proceedings will be conducted in English, French or Spanish.

***

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