General Conditions of Contract

Contracts for the Provision of Goods and Services

1. Legal Status of the Parties: The United Nations Office for Project Services (UNOPS) and the Contractor shall
also each be referred to as a “Party” hereunder, and:

1.1. Pursuant, inter alia, to the Charter of the United Nations and the Convention on the Privileges and
Immunities of the United Nations, UNOPS being a subsidiary organ of the United Nations, has full juridical
personality and enjoys such privileges and immunities as are necessary for the independent fulfillment of
its purposes.

1.2. The Contractor shall have the legal status of an independent contractor vis-à-vis UNOPS, and nothing
contained in or relating to the Contract shall be construed as establishing or creating between the Parties
the relationship of employer and employee or of principal and agent. The officials, representatives,
employees, or subcontractors of each of the Parties shall not be considered in any respect as being the
employees or agents of the other Party, and each Party shall be solely responsible for all claims arising
out of or relating to its engagement of such persons or entities.

2. Responsibility for Employees: To the extent that the Contract involves the provision of any services to UNOPS
by the Contractor’s officials, employees, agents, servants, subcontractors and other representatives (collectively,
the Contractor’s “personnel”), the following provisions shall apply:

2.1. The Contractor shall be responsible for the professional and technical competence of the personnel it
assigns to perform work under the Contract and will select reliable and competent individuals who will be
able to effectively perform the obligations under the Contract and who, while doing so, will respect the local
laws and customs and conform to a high standard of moral and ethical conduct.

2.2. Such Contractor personnel shall be professionally qualified and, if required to work with officials or staff
of UNOPS, shall be able to do so effectively. The qualifications of any personnel whom the Contractor may
assign or may propose to assign to perform any obligations under the Contract shall be substantially the
same, or better, as the qualifications of any personnel originally proposed by the Contractor.

2.3. At the option of and in the sole discretion of UNOPS:

2.3.1. the qualifications of personnel proposed by the Contractor (e.g., a curriculum vitae) may be
reviewed by UNOPS prior to such personnel’s performing any obligations under the Contract;

2.3.2. any personnel proposed by the Contractor to perform obligations under the Contract may be
interviewed by qualified staff or officials of UNOPS prior to such personnel’s performing any
obligations under the Contract; and,

2.3.3. in cases in which, pursuant to Article 2.3.1 or 2.3.2, above, UNOPS has reviewed the qualifications
of such Contractor’s personnel, UNOPS may reasonably refuse to accept any such personnel.

2.4. Requirements specified in the Contract regarding the number or qualifications of the Contractor’s
personnel may change during the course of performance of the Contract. Any such change shall be made
only following written notice of such proposed change and upon written agreement between the Parties
regarding such change, subject to the following:

2.4.1. UNOPS may, at any time, request, in writing, the withdrawal or replacement of any of the
Contractor’s personnel, and such request shall not be unreasonably refused by the Contractor.

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 2.4.2. Any of the Contractor’s personnel assigned to perform obligations under the Contract shall
not be withdrawn or replaced without the prior written consent of UNOPS, which shall not be
unreasonably withheld.

2.4.3. The withdrawal or replacement of the Contractor’s personnel shall be carried out as quickly as
possible and in a manner that will not adversely affect the performance of obligations under
the Contract.

2.4.4. All expenses related to the withdrawal or replacement of the Contractor’s personnel shall, in all
cases, be borne exclusively by the Contractor.

2.4.5. Any request by UNOPS for the withdrawal or replacement of the Contractor’s personnel shall not be
considered to be a termination, in whole or in part, of the Contract, and UNOPS shall not bear any
liability in respect of such withdrawn or replaced personnel.

2.4.6. If a request for the withdrawal or replacement of the Contractor’s personnel is not based upon a
default by or failure on the part of the Contractor to perform its obligations in accordance with the
Contract, the misconduct of the personnel, or the inability of such personnel to reasonably work
together with United Nations officials and staff, then the Contractor shall not be liable by reason of
any such request for the withdrawal or replacement of the Contractor’s personnel for any delay in
the performance by the Contractor of its obligations under the Contract that is substantially the
result of such personnel’s being withdrawn or replaced.

2.5. Nothing in Articles 2.2, 2.3 and 2.4, above, shall be construed to create any obligations on the part of
UNOPS with respect to the Contractor’s personnel assigned to perform work under the Contract, and
such personnel shall remain the sole responsibility of the Contractor.

2.6. The Contractor shall be responsible for requiring that all personnel assigned by it to perform any
obligations under the Contract and who may have access to any premises or other property of
UNOPS shall:

2.6.1. undergo or comply with security screening requirements made known to the Contractor by UNOPS,
including but not limited to, a review of any criminal history;

2.6.2. when within United Nations premises or on United Nations property, display such identification
as may be approved and furnished by UNOPS security officials, and that upon the withdrawal or
replacement of any such personnel or upon termination or completion of the Contract, such
personnel shall immediately return any such identification to UNOPS for cancellation.

2.7. Within one working day after learning that any of Contractor’s personnel who have access to any United
Nations premises have been charged by law enforcement authorities with an offense other than a minor
traffic offense, the Contractor shall provide written notice to inform UNOPS about the particulars of the
charges then known and shall continue to inform UNOPS concerning all substantial developments
regarding the disposition of such charges.

2.8. All operations of the Contractor, including without limitation, storage of equipment, materials, supplies and
parts, within United Nations premises or on United Nations property shall be confined to areas authorized
or approved by UNOPS. The Contractor’s personnel shall not enter or pass through and shall not store or
dispose of any of its equipment or materials in any areas within United Nations premises or on United
Nations property without appropriate authorization from UNOPS.

3. Assignment:

3.1. Except as provided in Article 3.2, below, 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 UN. Any such unauthorized assignment,

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 transfer, pledge or other disposition, or any attempt to do so, shall not be binding on UNOPS. Except
as permitted with respect to any approved subcontractors, the Contractor shall not delegate any of its
obligations under this Contract, except with the prior written consent of the UN. Any such unauthorized
delegation, or attempt to do so, shall not be binding on UNOPS.

3.2. The Contractor may assign or otherwise transfer the Contract to the surviving entity resulting from a
reorganization of the Contractor’s operations, provided that:

3.2.1. such reorganization is not the result of any bankruptcy, receivership or other similar
proceedings; and,

3.2.2. such reorganization arises from a sale, merger, or acquisition of all or substantially all of the
Contractor’s assets or ownership interests; and,

3.2.3. the Contractor promptly notifies UNOPS about such assignment or transfer at the earliest
opportunity; and,

3.2.4. the assignee or transferee agrees in writing to be bound by all of the terms and conditions of the
Contract, and such writing is promptly provided to UNOPS following the assignment or transfer.

4. Subcontracting: In the event that the Contractor requires the services of subcontractors to perform any
obligations under the Contract, the Contractor shall obtain the prior written approval of UNOPS. UNOPS
shall be entitled, in its sole discretion, to review the qualifications of any subcontractors and to reject any
proposed subcontractor that UNOPS reasonably considers is not qualified to perform obligations under
the Contract. UNOPS shall have the right to require any subcontractor’s removal from United Nations
premises without having to give any justification therefor. Any such rejection or request for removal shall
not, in and of itself, entitle the Contractor to claim any delays in the performance, or to assert any excuses
for the non performance, of any of its obligations under the Contract, and the Contractor shall be solely
responsible for all services and obligations performed by its subcontractors. The terms of any subcontract
shall be subject to, and shall be construed in a manner that is fully in accordance with, all of the terms and
conditions of the Contract.

5. Purchase of Goods: To the extent that the Contract involves any purchase of goods, whether in whole or
in part, and unless specifically stated otherwise in the Contract, the following conditions shall apply to any
purchases of goods under the Contract:

5.1. Delivery of Goods: The Contractor shall hand over or make available the goods, and UNOPS shall
receive the goods, at the place for the delivery of the goods and within the time for delivery of the
goods specified in the Contract. The Contractor shall provide to UNOPS such shipment documentation
(including, without limitation, bills of lading, airway bills, and commercial invoices) as are specified in the
Contract or, otherwise, as are customarily utilized in the trade. All manuals, instructions, displays and any
other information relevant to the goods shall be in the English language unless otherwise specified in the
Contract. Unless otherwise stated in the Contract (including, but not limited to, in any “INCOTERM” or
similar trade term), the entire risk of loss, damage to, or destruction of the goods shall be borne exclusively
by the Contractor until physical delivery of the goods to UNOPS in accordance with the terms of the
Contract. Delivery of the goods shall not be deemed in itself as constituting acceptance of the goods
by UNOPS.

5.2. Inspection of the Goods: If the Contract provides that the goods may be inspected prior to delivery, the
Contractor shall notify UNOPS when the goods are ready for pre-delivery inspection. Notwithstanding
any pre-delivery inspection, UNOPS or its designated inspection agents may also inspect the goods upon
delivery in order to confirm that the goods conform to applicable specifications or other requirements
of the Contract. All reasonable facilities and assistance, including, but not limited to, access to drawings
and production data, shall be furnished to UNOPS or its designated inspection agents at no charge
therefor. Neither the carrying out of any inspections of the goods nor any failure to undertake any

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 such inspections shall relieve the Contractor of any of its warranties or the performance of any obligations
under the Contract.

5.3. Packaging of the Goods: The Contractor shall package the goods for delivery in accordance with the
highest standards of export packaging for the type and quantities and modes of transport of the goods.
The goods shall be packed and marked in a proper manner in accordance with the instructions stipulated
in the Contract or, otherwise, as customarily done in the trade, and in accordance with any requirements
imposed by applicable law or by the transporters and manufacturers of the goods. The packing, in
particular, shall mark the Contract or Purchase Order number and any other identification information
provided by UNOPS as well as such other information as is necessary for the correct handling and safe
delivery of the goods. Unless otherwise specified in the Contract, the Contractor shall have no right to
any return of the packing materials.

5.4. Transportation & Freight: Unless otherwise specified in the Contract (including, but not limited to, in
any “INCOTERM” or similar trade term), the Contractor shall be solely liable for making all transport
arrangements and for payment of freight and insurance costs for the shipment and delivery of the goods
in accordance with the requirements of the Contract. The Contractor shall ensure that UNOPS receives all
necessary transport documents in a timely manner so as to enable UNOPS to take delivery of the goods in
accordance with the requirements of the Contract.

5.5. Warranties: Unless otherwise specified in the Contract, in addition to and without limiting any other
warranties, remedies or rights of UNOPS stated in or arising under the Contract, the Contractor warrants
and represents that:

5.5.1. The goods, including all packaging and packing thereof, conform to the specifications of the
Contract, are fit for the purposes for which such goods are ordinarily used and for any purposes
expressly made known in writing in the Contract, and shall be of even quality, free from faults and
defects in design, material, manufacturer and workmanship;

5.5.2. If the Contractor is not the original manufacturer of the goods, the Contractor shall provide UNOPS
with the benefit of all manufacturers’ warranties in addition to any other warranties required to be
provided under the Contract;

5.5.3. The goods are of the quality, quantity and description required by the Contract, including when
subjected to conditions prevailing in the place of final destination;

5.5.4. The goods are free from any right of claim by any third-party, including claims of infringement of any
intellectual property rights, including, but not limited to, patents, copyright and trade secrets;

5.5.5. The goods are new and unused;

5.5.6. All warranties will remain fully valid following any delivery of the goods and for a period of not less
than one (1) year following acceptance of the goods by UNOPS in accordance with the Contract;

5.5.7. During any period in which the Contractor’s warranties are effective, upon notice by UNOPS that the
goods do not conform to the requirements of the Contract, the Contractor shall promptly and at its
own expense correct such non-conformities or, in case of its inability to do so, replace the defective
goods with goods of the same or better quality or, at its own cost, remove the defective goods and
fully reimburse UNOPS for the purchase price paid for the defective goods; and,

5.5.8. The Contractor shall remain responsive to the needs of UNOPS for any services that may be
required in connection with any of the Contractor’s warranties under the Contract.

5.6. Acceptance of goods: Under no circumstances shall UNOPS be required to accept any goods that do not
conform to the specifications or requirements of the Contract. UNOPS may condition its acceptance of the
goods upon the successful completion of acceptance tests as may be specified in the Contract or otherwise

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 agreed in writing by the Parties. In no case shall UNOPS be obligated to accept any goods unless and until
UNOPS has had a reasonable opportunity to inspect the goods following delivery. If the Contract specifies
that UNOPS shall provide a written acceptance of the goods, the goods shall not be deemed accepted
unless and until UNOPS in fact provides such written acceptance. In no case shall payment by UNOPS
in and of itself constitute acceptance of the goods.

5.7. Rejection of Goods: Notwithstanding any other rights of, or remedies available to UNOPS under the
Contract, in case any of the goods are defective or otherwise do not conform to the specifications or other
requirements of the Contract, UNOPS, at its sole option, may reject or refuse to accept the goods, and
within thirty (30) days following receipt of notice from UNOPS of such rejection or refusal to accept the
goods, the Contractor shall, in sole option of UNOPS:

5.7.1. provide a full refund upon return of the goods, or a partial refund upon a return of a portion of the
goods, by UNOPS; or,

5.7.2. repair the goods in a manner that would enable the goods to conform to the specifications or other
requirements of the Contract; or,

5.7.3. replace the goods with goods of equal or better quality; and,

5.7.4. pay all costs relating to the repair or return of the defective goods as well as the costs relating to the
storage of any such defective goods and for the delivery of any replacement goods to UNOPS.

5.8. In the event that UNOPS elects to return any of the goods for the reasons specified in Article 5.7,
above, UNOPS may procure the goods from another source. In addition to any other rights or remedies
available to UNOPS under the Contract, including, but not limited to, the right to terminate the Contract,
the Contractor shall be liable for any additional cost beyond the balance of the Contract price resulting
from any such procurement, including, inter alia, the costs of engaging in such procurement, and UNOPS
shall be entitled to compensation from the Contractor for any reasonable expenses incurred for preserving
and storing the goods for the Contractor’s account.

5.9. Title: The Contractor warrants and represents that the goods delivered under the Contract are
unencumbered by any third party’s title or other property rights, including, but not limited to, any liens
or security interests. Unless otherwise expressly provided in the Contract, title in and to the goods shall
pass from the Contractor to UNOPS upon delivery of the goods and their acceptance by UNOPS in
accordance with the requirements of the Contract.

5.10. Export Licensing: The Contractor shall be responsible for obtaining any export license required with
respect to the goods, products, or technologies, including software, sold, delivered, licensed or otherwise
provided to UNOPS under the Contract. The Contractor shall procure any such export license in an
expeditious manner. Subject to and without any waiver of the privileges and immunities of UNOPS,
UNOPS shall lend the Contractor all reasonable assistance required for obtaining any such export license.
Should any Governmental entity refuse, delay or hinder the Contractor’s ability to obtain any such export
license, the Contractor shall promptly consult with UNOPS to enable UNOPS to take appropriate
measures to resolve the matter.

6. Indemnification:

6.1. The Contractor shall indemnify, defend, and hold and save harmless, UNOPS, and its officials, agents and
employees, from and against all suits, proceedings, claims, demands, losses and liability of any kind or
nature brought by any third party against UNOPS, including, but not limited to, all litigation costs and
expenses, attorney’s fees, settlement payments and damages, based on, arising from, or relating to:

6.1.1. allegations or claims that the possession of or use by UNOPS of any patented device, any
copyrighted material, or any other goods, property or services provided or licensed to UNOPS
under the terms of the Contract, in whole or in part, separately or in a combination contemplated

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 by the Contractor’s published specifications therefor, or otherwise specifically approved by the
Contractor, constitutes an infringement of any patent, copyright, trademark, or other intellectual
property right of any third party; or,

6.1.2. any acts or omissions of the Contractor, or of any subcontractor or anyone directly or indirectly
employed by them in the performance of the Contract, which give rise to legal liability to anyone
not a party to the Contract, including, without limitation, claims and liability in the nature of a claim
for workers’ compensation.

6.2. The indemnity set forth in Article 6.1.1, above, shall not apply to:

6.2.1. A claim of infringement resulting from the Contractor’s compliance with specific written instructions
by UNOPS directing a change in the specifications for the goods, property, materials, equipment or
supplies to be or used, or directing a manner of performance of the Contract or requiring the use of
specifications not normally used by the Contractor; or

6.2.2. A claim of infringement resulting from additions to or changes in any goods, property, materials
equipment, supplies or any components thereof furnished under the Contract if UNOPS or another
party acting under the direction of UNOPS made such changes.

6.3. In addition to the indemnity obligations set forth in this Article 6, the Contractor shall be obligated, at
its sole expense, to defend UNOPS and its officials, agents and employees, pursuant to this Article 6,
regardless of whether the suits, proceedings, claims and demands in question actually give rise to or
otherwise result in any loss or liability.

6.4. UNOPS shall advise the Contractor about any such suits, proceedings, claims, demands, losses or liability
within a reasonable period of time after having received actual notice thereof. The Contractor shall have
sole control of the defense of any such suit, proceeding, claim or demand and of all negotiations in
connection with the settlement or compromise thereof, except with respect to the assertion or defense
of the privileges and immunities of UNOPS or any matter relating thereto, for which only UNOPS itself is
authorized to assert and maintain. UNOPS shall have the right, at its own expense, to be represented in
any such suit, proceeding, claim or demand by independent counsel of its own choosing.

6.5. In the event the use by UNOPS of any goods, property or services provided or licensed to UNOPS by
the Contractor, in whole or in part, in any suit or proceeding, is for any reason enjoined, temporarily or
permanently, or is found to infringe any patent, copyright, trademark or other intellectual property right,
or in the event of a settlement, is enjoined, limited or otherwise interfered with, then the Contractor, at its
sole cost and expense, shall, promptly, either:

6.5.1. procure for UNOPS the unrestricted right to continue using such goods or services provided
to UNOPS;

6.5.2. replace or modify the goods or services provided to UNOPS, or part thereof, with the equivalent
or better goods or services, or part thereof, that is non-infringing; or,

6.5.3. refund to UNOPS the full price paid by UNOPS for the right to have or use such goods, property
or services, or part thereof.

7. Insurance and Liability:

7.1. The Contractor shall pay UNOPS promptly for all loss, destruction, or damage to the property of UNOPS
caused by the Contractor’s personnel or by any of its subcontractors or anyone else directly or indirectly
employed by the Contractor or any of its subcontractors in the performance of the Contract.

7.2. Unless otherwise provided in the Contract, prior to commencement of performance of any other
obligations under the Contract, and subject to any limits set forth in the Contract, the Contractor

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 shall take out and shall maintain for the entire term of the Contract, for any extension thereof, and for a
period following any termination of the Contract reasonably adequate to deal with losses:

7.2.1. insurance against all risks in respect of its property and any equipment used for the performance of
the Contract;

7.2.2. workers’ compensation insurance, or its equivalent, or employer’s liability insurance, or its
equivalent, with respect to the Contractor’s personnel sufficient to cover all claims for injury,
death and disability, or any other benefits required to be paid by law, in connection with the
performance of the Contract;

7.2.3. liability insurance in an adequate amount to cover all claims, including, but not limited to, claims for
death and bodily injury, products and completed operations liability, loss of or damage to property,
and personal and advertising injury, arising from or in connection with the Contractor’s performance
under the Contract, including, but not limited to, liability arising out of or in connection with the acts
or omissions of the Contractor, its personnel, agents, or invitees, or the use, during the performance
of the Contract, of any vehicles, boats, airplanes or other transportation vehicles and equipment,
whether or not owned by the Contractor; and,

7.2.4. such other insurance as may be agreed upon in writing between UNOPS and the Contractor.

7.3. The Contractor’s liability policies shall also cover subcontractors and all defense costs and shall contain a
standard “cross liability” clause.

7.4. The Contractor acknowledges and agrees that UNOPS accepts no responsibility for providing life, health,
accident, travel or any other insurance coverage which may be necessary or desirable in respect of any
personnel performing services for the Contractor in connection with the Contract.

7.5. Except for the workers’ compensation insurance or any self-insurance program maintained by the
Contractor and approved by UNOPS, in its sole discretion, for purposes of fulfilling the Contractor’s
requirements for providing insurance under the Contract, the insurance policies required under the
Contract shall:

7.5.1. name UNOPS as an additional insured under the liability policies, including, if required, as a separate
endorsement under the policy;

7.5.2. include a waiver of subrogation of the Contractor’s insurance carrier’s rights against UNOPS;

7.5.3. provide that UNOPS shall receive written notice from the Contractor’s insurance carrier not less than
thirty (30) days prior to any cancellation or material change of coverage; and,

7.5.4. include a provision for response on a primary and non-contributing basis with respect to any other
insurance that may be available to UNOPS.

7.6. The Contractor shall be responsible to fund all amounts within any policy deductible or retention.

7.7. Except for any self-insurance program maintained by the Contractor and approved by UNOPS for
purposes of fulfilling the Contractor’s requirements for maintaining insurance under the Contract, the
Contractor shall maintain the insurance taken out under the Contract with reputable insurers that are in
good financial standing and that are acceptable to UNOPS. Prior to the commencement of any obligations
under the Contract, the Contractor shall provide UNOPS with evidence, in the form of certificate of
insurance or such other form as UNOPS may reasonably require, that demonstrates that the Contractor
has taken out insurance in accordance with the requirements of the Contract. UNOPS reserves the right,
upon written notice to the Contractor, to obtain copies of any insurance policies or insurance program
descriptions required to be maintained by the Contractor under the Contract. Notwithstanding the

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 provisions of Article 7.5.3, above, the Contractor shall promptly notify UNOPS concerning any cancellation
or material change of insurance coverage required under the Contract.

7.8. The Contractor acknowledges and agrees that neither the requirement for taking out and maintaining
insurance as set forth in the Contract nor the amount of any such insurance, including, but not limited to,
any deductible or retention relating thereto, shall in any way be construed as limiting the Contractor’s
liability arising under or relating to the Contract.

8. Encumbrances and Liens: The Contractor shall not cause or permit any lien, attachment or other
encumbrance by any person to be placed on file or to remain on file in any public office or on file with UNOPS
against any monies due to the Contractor or that may become due for any work done or against any goods
supplied or materials furnished under the Contract, or by reason of any other claim or demand against the
Contractor or UNOPS.

9. Equipment Furnished by UNOPS to the Contractor: Title to any equipment and supplies that may be
furnished by UNOPS to the Contractor for the performance of any obligations under the Contract shall rest
with UNOPS, and any such equipment shall be returned to UNOPS at the conclusion of the Contract or when
no longer needed by the Contractor. Such equipment, when returned to UNOPS, shall be in the same condition
as when delivered to the Contractor, subject to normal wear and tear, and the Contractor shall be liable to
compensate UNOPS for the actual costs of any loss of, damage to, or degradation of the equipment that is
beyond normal wear and tear.

10. Copyright, Patents and other Proprietary Rights:

10.1. Except as is otherwise expressly provided in writing in the Contract, UNOPS shall be entitled to all
intellectual property and other proprietary rights including, but not limited to, patents, copyrights, and
trademarks, with regard to products, processes, inventions, ideas, know-how, or documents and other
materials which the Contractor has developed for UNOPS under the Contract and which bear a direct
relation to or are produced or prepared or collected in consequence of, or during the course of, the
performance of the Contract. The Contractor acknowledges and agrees that such products, documents
and other materials constitute works made for hire for UNOPS.

10.2. To the extent that any such intellectual property or other proprietary rights consist of any intellectual
property or other proprietary rights of the Contractor: (i) that pre-existed the performance by the
Contractor of its obligations under the Contract, or (ii) that the Contractor may develop or acquire,
or may have developed or acquired, independently of the performance of its obligations under the
Contract, UNOPS does not and shall not claim any ownership interest thereto, and the Contractor grants
to UNOPS a perpetual license to use such intellectual property or other proprietary right solely for the
purposes of and in accordance with the requirements of the Contract.

10.3. At the request of UNOPS, the Contractor shall take all necessary steps, execute all necessary documents
and generally assist in securing such proprietary rights and transferring or licensing them to UNOPS in
compliance with the requirements of the applicable law and of the Contract.

10.4. Subject to the foregoing provisions, all maps, drawings, photographs, mosaics, plans, reports,
estimates, recommendations, documents, and all other data compiled by or received by the
Contractor under the Contract shall be the property of UNOPS, shall be made available for use
or inspection by UNOPS at reasonable times and in reasonable places, shall be treated as
confidential, and shall be delivered only to United Nations authorized officials on completion
of work under the Contract.

11. Publicity, and use of the Name, Emblem or Official Seal of UNOPS: The Contractor shall not advertise
or otherwise make public for purposes of commercial advantage or goodwill that it has a contractual
relationship with UNOPS or the United Nations, nor shall the Contractor, in any manner whatsoever

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 use the name, emblem or official seal of UNOPS or the United Nations, or any abbreviation of the name of
UNOPS in connection with its business or otherwise without the written permission UNOPS.

12. Confidential Nature of Documents and Information: Information and data that is considered proprietary
by either Party or that is delivered or disclosed by one Party (“Discloser”) to the other Party (“Recipient”) during
the course of performance of the Contract, and that is designated as confidential (“Information”), shall be held
in confidence by that Party and shall be handled as follows:

12.1. The Recipient shall:

12.1.1. use the same care and discretion to avoid disclosure, publication or dissemination of the
Discloser’s Information as it uses with its own similar Information that it does not wish to
disclose, publish or disseminate; and,

12.1.2. use the Discloser’s Information solely for the purpose for which it was disclosed.

12.2. Provided that the Recipient has a written agreement with the following persons or entities requiring
them to treat the Information confidential in accordance with the Contract and this Article 12, the
Recipient may disclose Information to:

12.2.1. any other party with the Discloser’s prior written consent; and,

12.2.2. the Recipient’s employees, officials, representatives and agents who have a need to know
such Information for purposes of performing obligations under the Contract, and employees
officials, representatives and agents of any legal entity that it controls, controls it, or with
which it is under common control, who have a need to know such Information for purposes
of performing obligations under the Contract, provided that, for these purposes a controlled
legal entity means:

[Link]. a corporate entity in which the Party owns or otherwise controls, whether directly or
indirectly, over fifty percent (50%) of voting shares thereof; or,

[Link]. any entity over which the Party exercises effective managerial control; or,

[Link]. for UNOPS, a principal or subsidiary organ of the United Nations established in
accordance with the Charter of the United Nations.

12.3. Any information, including Information, provided by or on behalf of UNOPS to the Contractor
constitutes property and archives of the United Nations within the meaning of the Convention on the
Privileges and Immunities of the United Nations, 1 U.N.T.S. 15 (1946), and Article II of the Convention
on the Privileges and Immunities of the United Nations, including its Sections 2, 3 and 4, is applicable
to all such Information.

12.4. The Contractor may disclose Information to the extent required by law, provided that, subject to and
without any waiver of the privileges and immunities of the United Nations, the Contractor will give
UNOPS sufficient prior notice of a request for the disclosure of Information in order to allow UNOPS
to have a reasonable opportunity to take protective measures or such other action as may be
appropriate before any such disclosure is made.

12.5. UNOPS may disclose Information to the extent as required pursuant to the Charter of the United
Nations, or pursuant to resolutions or regulations of the General Assembly or rules promulgated
thereunder.

12.6. The Recipient shall not be precluded from disclosing Information that is obtained by the Recipient from
a third party without restriction, is disclosed by the Discloser to a third party without any obligation of

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 confidentiality, is previously known by the Recipient, or at any time is developed by the Recipient
completely independently of any disclosures hereunder.

12.7. These obligations and restrictions of confidentiality shall be effective during the term of the Contract,
including any extension thereof, and, unless otherwise provided in the Contract, shall remain effective
following any termination of the Contract.

13. Personal Data:

13.1. The Contractor shall take all appropriate measures to safeguard any information relating to an identified
or identifiable natural person, including any such information the disclosure of which could harm such
identified or identifiable natural person that is (i) obtained by the Contractor from UNOPS in connection
with, or related to, the performance of the Contract or (ii) otherwise handled by the Contractor on behalf
of UNOPS, in connection with, or related to, the performance of the Contract (“UNOPS Personal Data”).

13.2. Without prejudice to the generality of Article 13.1, above, and unless otherwise more specifically
provided in the Contract, the Contractor shall, at a minimum:

13.2.1. for the purposes of the Contract and subject to the provisions of this Article 13.3, treat UNOPS
Personal Data as Information within the meaning of Article 12 above;

13.2.2. handle UNOPS Personal Data in a manner that is adequate, relevant and limited to what is
necessary for the performance of the Contract, and ensure that UNOPS Personal Data is kept
for no longer than is necessary to perform services under the Contract;

13.2.3. as and when requested by UNOPS, update or rectify UNOPS Personal Data to ensure
its accuracy;

13.2.4. transfer UNOPS Personal Data to third parties, including the Contractor’s agents or
subcontractors, only in accordance with the requirements of the Contract, and on terms and
conditions equivalent to those set forth in this Article 13 and in Article 12 (“Confidential Nature
of Documents and Information”), it being understood that provisions of this Article 13 shall
govern to the extent that the provision of this Article 13 are more restrictive than those set
forth in Article 12;

13.2.5. immediately notify UNOPS in writing upon becoming aware of any data or security breach;
take immediate mitigating and/or remedial action, including mitigating and/or remedial action
as directed by UNOPS; and inform and update on a regular basis UNOPS of any measures taken
by the Contractor to address such data or security breach;

13.2.6. as set forth in the Contract or as otherwise instructed by UNOPS in writing, return, delete or
destroy UNOPS Personal Data and, upon written request by UNOPS, provide substantiating
evidence of such deletion or destruction to UNOPS; and

13.2.7. consult with, and follow the instructions of, UNOPS with respect to handling any requests and/or
complaints by third parties in respect of UNOPS Personal Data made to or received
by the Contractor.

13.3. UNOPS will handle any information relating to an identified or identifiable natural person, including
any such information the disclosure of which could harm such identified or identifiable natural person
that it obtains from the Contractor as a result of, or in connection with, the Contract solely in
accordance with its own legal framework.

13.4. The provisions of this Article 13 shall remain effective following any termination or expiration of
the Contract.

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14. Force Majeure; Other Changes in Conditions:

14.1. In the event of and as soon as possible after the occurrence of any cause constituting force majeure,
the affected Party shall give notice and full particulars in writing to the other Party, of such occurrence
or cause if the affected Party is thereby rendered unable, wholly or in part, to perform its obligations
and meet its responsibilities under the Contract. The affected Party shall also notify the other Party of
any other changes in condition or the occurrence of any event which interferes or threatens to interfere
with its performance of the Contract. Not more than fifteen (15) days following the provision of such
notice of force majeure or other changes in condition or occurrence, the affected Party shall also submit
a statement to the other Party of estimated expenditures that will likely be incurred for the duration of
the change in condition or the event of force majeure. On receipt of the notice or notices required
hereunder, the Party not affected by the occurrence of a cause constituting force majeure shall take
such action as it reasonably considers to be appropriate or necessary in the circumstances, including
the granting to the affected Party of a reasonable extension of time in which to perform any obligations
under the Contract.

14.2. If the Contractor is rendered unable, wholly or in part, by reason of force majeure to perform its
obligations and meet its responsibilities under the Contract, UNOPS shall have the right to suspend
or terminate the Contract on the same terms and conditions as are provided for in Article 14,
“Termination,” except that the period of notice shall be seven (7) days instead of thirty (30) days.
In any case, UNOPS shall be entitled to consider the Contractor permanently unable to perform its
obligations under the Contract in case the Contractor is unable to perform its obligations, wholly or
in part, by reason of force majeure for any period in excess of ninety (90) days.

14.3. Force majeure as used herein means any unforeseeable and irresistible act of nature, any act of war
(whether declared or not), invasion, revolution, insurrection, terrorism, or any other acts of a similar
nature or force, provided that such acts arise from causes beyond the control and without the fault
or negligence of the Contractor. The Contractor acknowledges and agrees that, with respect to any
obligations under the Contract that the Contractor must perform in areas in which UNOPS is engaged in,
preparing to engage in, or disengaging from any peacekeeping, humanitarian or similar operations, any
delays or failure to perform such obligations arising from or relating to harsh conditions within such
areas, or to any incidents of civil unrest occurring in such areas, shall not, in and of itself, constitute
force majeure under the Contract.

15. Termination:

15.1. Either Party may terminate the Contract for cause, in whole or in part, upon thirty (30) day’s notice,
in writing, to the other Party. The initiation of conciliation or arbitral proceedings in accordance with
Article 17 “Settlement of Disputes,” below, shall not be deemed to be a “cause” for or otherwise to be
in itself a termination of the Contract.

15.2. UNOPS may terminate the Contract at any time by providing written notice to the Contractor in any case
in which the mandate of UNOPS applicable to the performance of the Contract or the funding of UNOPS
applicable to the Contract is curtailed or terminated, whether in whole or in part. In addition, unless
otherwise provided by the Contract, upon sixty (60) day’s advance written notice to the Contractor,
UNOPS may terminate the Contract without having to provide any justification therefor.

15.3. In the event of any termination of the Contract, upon receipt of notice of termination that has been
issued by UNOPS, the Contractor shall, except as may be directed by UNOPS in the notice of termination
or otherwise in writing:

15.3.1. take immediate steps to bring the performance of any obligations under the Contract to a close
in a prompt and orderly manner, and in doing so, reduce expenses to a minimum;

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 15.3.2. refrain from undertaking any further or additional commitments under the Contract as of and
following the date of receipt of such notice;

15.3.3. place no further subcontracts or orders for materials, services, or facilities, except as UNOPS
and the Contractor agree in writing are necessary to complete any portion of the Contract that
is not terminated;

15.3.4. terminate all subcontracts or orders to the extent they relate to the portion of the
Contract terminated;

15.3.5. transfer title and deliver to UNOPS the fabricated or unfabricated parts, work in process,
completed work, supplies, and other material produced or acquired for the portion of the
Contract terminated;

15.3.6. deliver all completed or partially completed plans, drawings, information, and other
property that, if the Contract had been completed, would be required to be furnished to
UNOPS thereunder;

15.3.7. complete performance of the work not terminated; and,

15.3.8. take any other action that may be necessary, or that UNOPS may direct in writing, for the
minimization of losses and for the protection and preservation of any property, whether tangible
or intangible, related to the Contract that is in the possession of the Contractor and in which
UNOPS has or may be reasonably expected to acquire an interest.

15.4. In the event of any termination of the Contract, UNOPS shall be entitled to obtain reasonable written
accountings from the Contractor concerning all obligations performed or pending in accordance with
the Contract. In addition, UNOPS shall not be liable to pay the Contractor except for those goods
delivered and services provided to UNOPS in accordance with the requirements of the Contract, but
only if such goods or services were ordered, requested or otherwise provided prior to the Contractor’s
receipt of notice of termination from UNOPS or prior to the Contractor’s tendering of notice of
termination to UNOPS.

15.5. UNOPS may, without prejudice to any other right or remedy available to it, terminate the Contract
forthwith in the event that:

15.5.1. the Contractor is adjudged bankrupt, or is liquidated, or becomes insolvent, or applies for a
moratorium or stay on any payment or repayment obligations, or applies to be declared
insolvent; 14.5.2 the Contractor is granted a moratorium or a stay, or is declared insolvent;

15.5.2. the Contractor makes an assignment for the benefit of one or more of its creditors; 14.5.4 a
Receiver is appointed on account of the insolvency of the Contractor;

15.5.3. the Contractor offers a settlement in lieu of bankruptcy or receivership; or,

15.5.4. UNOPS 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 under the Contract.

15.6. Except as prohibited by law, the Contractor shall be bound to compensate UNOPS for all damages
and costs, including, but not limited to, all costs incurred by UNOPS in any legal or non-legal
proceedings, as a result of any of the events specified in Article 14.5, above, and resulting from or
relating to a termination of the Contract, even if the Contractor is adjudged bankrupt, or is granted a
moratorium or stay or is declared insolvent. The Contractor shall immediately inform UNOPS of the
occurrence of any of the events specified in Article 14.5, above, and shall provide UNOPS with any
information pertinent thereto.

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 15.7. The provisions of this Article 14 are without prejudice to any other rights or remedies of UNOPS under
the Contract or otherwise.

16. Non-Waiver of Rights: The failure by either Party to exercise any rights available to it, whether under the
Contract or otherwise, shall not be deemed for any purposes to constitute a waiver by the other Party of any
such right or any remedy associated therewith, and shall not relieve the Parties of any of their obligations
under the Contract.

17. Non-Exclusivity: Unless otherwise specified in the Contract, UNOPS shall have no obligation to purchase any
minimum quantities of goods or services from the Contractor, and UNOPS shall have no limitation on its right
to obtain goods or services of the same kind, quality and quantity described in the Contract, from any other
source at any time.

18. Settlement of Disputes:

18.1. Amicable Settlement: The Parties shall use their best efforts to amicably settle any dispute,
controversy, or claim arising out of the Contract or the breach, termination, or invalidity thereof.
Where the Parties wish to seek such an amicable settlement through conciliation, the conciliation
shall take place in accordance with the Conciliation Rules then obtaining of UNOPS Commission
on International Trade Law (“UNCITRAL”), or according to such other procedure as may be agreed
between the Parties in writing.

18.2. Arbitration: Any dispute, controversy, or claim between the Parties arising out of the Contract or the
breach, termination, or invalidity thereof, unless settled amicably under Article 17.1, above, within sixty
(60) days after receipt by one Party of the other Party’s written request for such amicable settlement,
shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then
obtaining. The decisions of the arbitral tribunal shall be based on general principles of international
commercial law. The arbitral tribunal shall be empowered to order the return or destruction of goods
or any property, whether tangible or intangible, or of any confidential information provided under the
Contract, order the termination of the Contract, or order that any other protective measures be taken
with respect to the goods, services or any other property, whether tangible or intangible, or of any
confidential information provided under the Contract, as appropriate, all in accordance with the
authority of the arbitral tribunal pursuant to Article 26 (“Interim measures”) and Article 34 (“Form and
effect of the award”) of the UNCITRAL Arbitration Rules. The arbitral tribunal shall have no authority to
award punitive damages. In addition, unless otherwise expressly provided in the Contract, the arbitral
tribunal shall have no authority to award interest in excess of the London Inter-Bank Offered Rate
(“LIBOR”) then prevailing, and any such interest shall be simple interest only. The Parties shall be bound
by any arbitration award rendered as a result of such arbitration as the final adjudication of any such
dispute, controversy, or claim.

19. Privileges and Immunities: Nothing in or relating to the Contract shall be deemed a waiver, express or
implied, of any of the privileges and immunities of UNOPS, including its subsidiary organs.

20. Tax Exemption:

20.1. Article II, Section 7, of the Convention on the Privileges and Immunities of UNOPS provides, inter alia,
that the United Nations, including UNOPS as a subsidiary organ, is exempt from all direct taxes, except
charges for public utility services, and is exempt from customs restrictions, duties, and charges o
f a similar nature in respect of articles imported or exported for its official use. In the event any
governmental authority refuses to recognize the exemptions of UNOPS from such taxes, restrictions,
duties, or charges, the Contractor shall immediately consult with UNOPS to determine a mutually
acceptable procedure.

20.2. The Contractor authorizes UNOPS to deduct from the Contractor’s invoices any amount representing
such taxes, duties or charges, unless the Contractor has consulted with UNOPS before the payment

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 thereof and UNOPS has, in each instance, specifically authorized the Contractor to pay such taxes,
duties, or charges under written protest. In that event, the Contractor shall provide UNOPS with written
evidence that payment of such taxes, duties or charges has been made and appropriately authorized,
and UNOPS shall reimburse the Contractor for any such taxes, duties, or charges so authorized by
UNOPS and paid by the Contractor under written protest.

21. Modifications:

21.1. Pursuant to the Financial Regulations and Rules of UNOPS, only the Director of the UNOPS Procurement
Group, or such other Contracting authority as UNOPS has made known to the Contractor in writing,
possesses the authority to agree on behalf of UNOPS to any modification of or change in the Contract,
to a waiver of any of its provisions or to any additional contractual relationship of any kind with the
Contractor. Accordingly, no modification or change in the Contract shall be valid and enforceable against
UNOPS unless provided by a valid written amendment to the Contract signed by the Contractor and the
Director of the UNOPS Procurement Group or such other contracting authority.

21.2. If the Contract shall be extended for additional periods in accordance with the terms and conditions of
the Contract, the terms and conditions applicable to any such extended term of the Contract shall be the
same terms and conditions as set forth in the Contract, unless the Parties shall have agreed otherwise
pursuant to a valid amendment concluded in accordance with Article 20.1, above.

21.3. The terms or conditions of any supplemental undertakings, licenses, or other forms of agreement
concerning any goods or services provided under the Contract shall not be valid and enforceable
against UNOPS nor in any way shall constitute an agreement by UNOPS thereto unless any such
undertakings, licenses or other forms are the subject of a valid amendment concluded in accordance
with Article 20.1, above.

22. Audits and Investigations:

22.1. Each invoice paid by UNOPS shall be subject to a post-payment audit by auditors, whether internal
or external, of UNOPS or by other authorized and qualified agents of UNOPS at any time during the
term of the Contract and for a period of three (3) years following the expiration or prior termination
of the Contract. UNOPS shall be entitled to a refund from the Contractor for any amounts shown by
such audits to have been paid by UNOPS other than in accordance with the terms and conditions of
the Contract.

22.2. UNOPS may conduct investigations relating to any aspect of the Contract or the award thereof, the
obligations performed under the Contract, and the operations of the Contractor generally relating to
performance of the Contract at any time during the term of the Contract and for a period of three (3)
years following the expiration or prior termination of the Contract.

22.3. The Contractor shall provide its full and timely cooperation with any such inspections, post-payment
audits or investigations. Such cooperation shall include, but shall not be limited to, the Contractor’s
obligation to make available its personnel and any relevant documentation for such purposes at
reasonable times and on reasonable conditions and to grant to UNOPS access to the Contractor’s
premises at reasonable times and on reasonable conditions in connection with such access to the
Contractor’s personnel and relevant documentation. The Contractor shall require its agents, including,
but not limited to, the Contractor’s attorneys, accountants or other advisers, to reasonably cooperate
with any inspections, post-payment audits or investigations carried out by UNOPS hereunder.

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23. Limitation on Actions:

23.1. Except with respect to any indemnification obligations in Article 6, above, or as are otherwise set forth in
the Contract, any arbitral proceedings in accordance with Article 17.2, above, arising out of the Contract
must be commenced within three years after the cause of action has accrued.

23.2. The Parties further acknowledge and agree that, for these purposes, a cause of action shall accrue when
the breach actually occurs, or, in the case of latent defects, when the injured Party knew or should have
known all of the essential elements of the cause of action, or in the case of a breach of warranty, when
tender of delivery is made, except that, if a warranty extends to future performance of the goods or any
process or system and the discovery of the breach consequently must await the time when such goods
or other process or system is ready to perform in accordance with the requirements of the Contract, the
cause of action accrues when such time of future performance actually begins.

24. Essential Terms: The Contractor acknowledges and agrees that each of the provisions in Articles 24 to 29
hereof constitutes an essential term of the Contract and that any breach of any of these provisions shall
entitle UNOPS to terminate the Contract or any other contract with UNOPS immediately upon notice to the
Contractor, without any liability for termination charges or any other liability of any kind.

25. Source of Instructions: The Contractor shall neither seek nor accept instructions from any authority external
to UNOPS in connection with the performance of its obligations under the Contract. Should any authority
external to UNOPS seek to impose any instructions concerning or restrictions on the Contractor’s performance
under the Contract, the Contractor shall promptly notify UNOPS and provide all reasonable assistance
required by UNOPS. The Contractor shall not take any action in respect of the performance of its obligations
under the Contract that may adversely affect the interests of UNOPS, and the Contractor shall perform its
obligations under the Contract with the fullest regard to the interests of UNOPS.

26. Officials not to Benefit: The Contractor warrants that it has not and shall not offer to any representative,
official, employee, or other agent of UNOPS any direct or indirect benefit arising from or related to the
performance of the Contract or of any other contract with UNOPS or the award thereof or for any other
purpose intended to gain an advantage for the Contractor.

27. Observance of the Law: The Contractor shall comply with all laws, ordinances, rules, and regulations
bearing upon the performance of its obligations under the Contract. In addition, the Contractor shall maintain
compliance with all obligations relating to its registration as a qualified vendor of goods or services to UNOPS,
as such obligations are set forth in UNOPS vendor registration procedures.

28. Child Labor: The Contractor represents and warrants that neither it, its parent entities (if any), nor any of the
Contractor’s subsidiary or affiliated entities (if any) is engaged in any practice inconsistent with the rights set
forth in the Convention on the Rights of the Child, including Article 32 thereof, which, inter alia, requires that a
child shall be protected from performing any work that is likely to be hazardous or to interfere with the child’s
education, or to be harmful to the child’s health or physical, mental, spiritual, moral, or social development.

29. Mines: The Contractor represents and warrants that neither it, its parent entities (if any), nor any of the
Contractor’s subsidiaries or affiliated entities (if any) is engaged in the sale or manufacture of anti-personnel
mines or components utilized in the manufacture of anti-personnel mines.

30. Sexual Exploitation:

30.1. The Contractor shall take all appropriate measures to prevent sexual exploitation or abuse of anyone by
its employees or any other persons engaged and controlled by the Contractor to perform any services
under the Contract. For these purposes, sexual activity with any person less than eighteen years of age,
regardless of any laws relating to consent, shall constitute the sexual exploitation and abuse of such
person. In addition, the Contractor shall refrain from, and shall take all reasonable and appropriate
measures to prohibit its employees or other persons engaged and controlled by it from exchanging

Rev.: July 2017 PROVISION OF GOODS AND SERVICES 15

 any money, goods, services, or other things of value, for sexual favors or activities, or from engaging any
sexual activities that are exploitive or degrading to any person.

30.2. UNOPS shall not apply the foregoing standard relating to age in any case in which the Contractor’s
personnel or any other person who may be engaged by the Contractor to perform any services under
the Contract is married to the person less than the age of eighteen years with whom sexual activity has
occurred and in which such marriage is recognized as valid under the laws of the country of citizenship
of such Contractor’s personnel or such other person who may be engaged by the Contractor to perform
any services under the Contract.

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