REQUEST FOR QUOTATION (RFQ)

RFQ Reference: 4200700932 Date: 19 August 2024

SECTION 1: REQUEST FOR QUOTATION (RFQ) for the provision of Long-Term Agreement (LTA)
Protecting and Improving the Mental Health and Psychosocial Well-Being of Rohingya in Kuala
Parek, Aceh Timur, period September 2024 to August 2026 (2 years)
International Organisation for Migration (IOM) kindly requests your quotation for the provision of goods,
works and/or services as detailed in Annex 1 of this RFQ.

This Request for Quotation comprises the following documents:

Section 1: This request letter

Section 2: RFQ Instructions and Data

Annex 1: Schedule of Requirements

Annex 2: Quotation Submission Form

Annex 3: Technical and Financial Offer

When preparing your quotation, please be guided by the RFQ Instructions and Data. Please note that
quotations must be submitted using Annex 2: Quotation Submission Form and Annex 3 Technical and Financial
Offer, by the method and by the date and time indicated. It is your responsibility to ensure that your quotation
is submitted on or before the deadline. Quotations received after the submission deadline, for whatever
reason, will not be considered for evaluation.

Thank you and we look forward to receiving your quotations.

Approved by:

Signature:

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 SECTION 2: RFQ INSTRUCTIONS AND DATA
Deadline for the Submission Friday, 30 August 2024 at 13:00 PM
of Quotation If any doubt exists as to the time zone in which the quotation should be submitted,
refer to http://www.timeanddate.com/worldclock/.

Method of Submission Quotations must be submitted as follows:

☒ E-tendering
☐ Email
☐ Courier / Hand delivery
☐ Other Click or tap here to enter text.
Bid submission address: [email protected]
 File Format: PDF
 File names must be maximum 60 characters long and must not contain any
letter or special character other than from Latin alphabet/keyboard.
 All files must be free of viruses and not corrupted.
 Max. File Size per transmission: 20GB
 Mandatory subject of email: provision of Long-Term Agreement (LTA)
Protecting and Improving the Mental Health and Psychosocial Well-Being
of Rohingya in Kuala Parek, Aceh Timur, period September 2024 to
August 2026 (2 years)
 Multiple emails must be clearly identified by indicating in the subject line
“email no. X of Y”, and the final “email no. Y of Y.
 It is recommended that the entire Quotation be consolidated into as few
attachments as possible.
 The proposer should receive an email acknowledging email receipt.
Cost of preparation of IOM shall not be responsible for any costs associated with a Supplier’s preparation
quotation and submission of a quotation, regardless of the outcome or the manner of
conducting the selection process.
Supplier Code of Conduct All prospective suppliers must read the UN Supplier Code of Conduct and
acknowledge that it provides the minimum standards expected of suppliers to the
UN. The Code of Conduct, which includes principles on labour, human rights,
environment and ethical conduct may be found at: Supplier Code of Conduct
(ungm.org).
Conflict of Interest UN encourages every prospective Supplier to avoid and prevent conflicts of interest,
by disclosing to UN if you, or any of your affiliates or personnel, were involved in the
preparation of the requirements, design, specifications, cost estimates, and other
information used in this RFQ.
General Conditions of Any Purchase Order or contract that will be issued as a result of this RFQ shall be
Contract subject to the IOM General Conditions of Contract for provision of
goods/services/transportation/medical services available at
https://www.iom.int/do-business-us-procurement.
Eligibility Bidders shall have the legal capacity to enter into a binding contract with IOM and to
deliver in the country, or through an authorized representative.
Currency of Quotation Quotations shall be quoted in IDR (Indonesian Rupiah)
Duties and taxes The International Organization for Migration is exempt from all direct taxes, except
charges for public utility services, and is exempt from customs restrictions, duties,
and charges of a similar nature in respect of articles imported or exported for its
official use. All quotations shall be submitted net of any direct taxes and any other
taxes and duties, unless otherwise specified below:
All prices shall:
☒ be inclusive of VAT and other applicable indirect taxes

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 ☐ be exclusive of VAT and other applicable indirect taxes
Language of quotation and English
documentation including
catalogues, instructions and
operating manuals
Documents to be submitted Bidders shall include the following documents in their quotation:
☒ Annex 2: Quotation Submission Form duly completed and signed
☒ Annex 3: Technical and Financial Offer duly completed and signed and in
accordance with the Schedule of Requirements in Annex 1
☐ Other Click or tap here to enter text.
Quotation validity period Quotations shall remain valid for 90 (ninety) days from the deadline for the
Submission of Quotation.
Price variation No price variation due to escalation, inflation, fluctuation in exchange rates, or any
other market factors shall be accepted at any time during the validity of the
quotation after the quotation has been received.
Partial Quotes ☐ Not permitted
☒ Permitted (per activity item)
Payment Terms ☒ 100% within 30 days after receipt of services and submission of payment
documentation.
☐ Other Click or tap here to enter text.
Contact Person for Focal Person: Indonesia Tender Awards (ITA)
correspondence, E-mail address: [email protected]
notifications and
clarifications
Clarifications Requests for clarification from bidders will not be accepted any later than 3 (three)
days before the submission deadline. Responses to request for clarification will be
communicated by email by 28 August 2024

Evaluation method ☒The contract will be awarded to the lowest price substantially compliant offer
☒ Vendor/Business with only physical presence or local service in Aceh Timur is
eligible to submit
Evaluation criteria ☒Full compliance with all requirements as specified in Annex 1
☒Full acceptance of the General Conditions of Contract/Purchase Order
☐Comprehensiveness of after-sales services
☐Earliest Delivery /shortest lead time
☐Others (for ex, environmental criteria/considerations, etc)
Right not to accept any IOM is not bound to accept any quotation, nor award a contract or Purchase Order
quotation
Right to vary requirement at At the time of award of Contract or Purchase Order, IOM reserves the right to vary
time of award (increase or decrease) the quantity of services and/or goods, by up to a maximum
25% of the total offer, without any change in the unit price or other terms and
conditions.
Type of Contract to be Service Agreement
awarded
Expected date for contract 17 September 2024
award.
Policies and procedures This RFQ is conducted in accordance with Policies and Procedures of IOM
UNGM registration IOM is encouraging all suppliers to register at the United Nations Global Marketplace
(UNGM) website at www.ungm.org. The Bidder may still submit a quotation even if
not registered with the UNGM, however, if the Bidder is selected for Contract award
of USD 100,000 and above, the Bidder is recommended to register on the UNGM
prior to contract signature. For vendors who do not have the technical means to
register in UNGM, the UNGM has implemented an assisted vendor registration

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 functionality that allows IOM procurement personnel to add local vendors to the
UNGM.

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 ANNEX 1: SCHEDULE OF REQUIREMENTS
Provision of Long-Term Agreement (LTA) Protecting and Improving the Mental Health and Psychosocial
Well-Being of Rohingya in Kuala Parek, Aceh Timur, period September 2024 to August 2026 (2 years)

Background IOM is committed to the principle that humane and orderly migration
benefits migrants and society. As an intergovernmental organization,
IOM acts with its partners in the international community to: assist in
meeting the operational challenges of migration; advance
understanding of migration issues; encourage social and economic
development through migration; and uphold the human dignity and
well-being of migrants.
Migration and displacement can cause significant psychological and
social suffering to the affected population. It can create a wide range
of problems experienced at individual, family, group, and community
levels, for instance, family separation, disruption of social networks,
destruction of community structures, increased gender-based
violence, grief, depression, anxiety, and post-traumatic stress
disorder. Although not everyone will develop significant psychological
problems, where many may show resilience, in displacement, certain
groups of people are at increased risks of experiencing social and/or
psychological problems, for example pregnant women, single
mothers, unmarried adult women, teenage girls, separated or
unaccompanied children, elderly people, and refugees.
It is important to provide relevant support to these groups to protect
and improve their mental health and psychosocial well-being through
provision of activities such as socio-relational and cultural activities,
rituals and celebrations, sport and play, education and informal
learning, awareness on healthy coping and gender-based violence,
and counselling. These activities can help mitigate distress, enhance
resilience, and activate development in terms of skills and creativity.
Objective To provide mental health and psychosocial support to displaced
Rohingya refugees in Aceh through the provision of activities that can
help protect and improve their well-being.
Location of Service and Gampong Kuala Parek, Kec. Sungai Raya, Aceh Timur with 105 pax
Number of Population (as of 13 August 2024)
Duration of Service Minimum 1 months to 2 years of service.
Scope of Work 1. Non-formal education/informal learning: literacy and
numeracy.
2. Creative and art-based activities: sewing, drawing, painting,
handiwork etc.
3. Sport and play.
4. Awareness session on effective coping to help with stress,
gender-based violence, etc.

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 5. Psychological counselling.

Workplan and Reporting 1. Service provider to provide workplan before the

implementation of activity, and to submit report and
documentation include attendance list after the completion
of activity.
Criteria for Service Provider 1. Having a team of staff with qualifications in education,
psychology, social work, public health, or other relevant
academic background.
2. Specific criteria of service provider for psychological
counselling: accredited and licensed psychological service
provider with team of licensed psychologists and therapists.
3. Having work experiences providing mental health and
psychosocial support activity to Rohingya group, or other
diverse groups.
4. Vendor/Business with only physical presence or local service
in Aceh Timur is eligible to submit

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 LEG C.11. LONG TERM AGREEMENT FOR THE PROVISION OF SERVICES

IOM office-specific Ref. No.

IOM Project Code

LONG TERM AGREEMENT FOR [TYPE OF SERVICES]

between the

International Organization for Migration

and

[Name of the Service Provider]

This Long Term Agreement for the Recurring Provision of Services is entered into by the International
Organization for Migration, a related organization of the United Nations, acting through its [insert office
name, e.g., Mission in XXX], [Address of the Office], represented by [Name, Title of Director, CoM, HoO],
(hereinafter referred to as “IOM”), and [Name of the Other Party], [Address], represented by [Name, Title of
the representative of the Service Provider], hereinafter referred to as the “Service Provider.” IOM and the
Service Provider are also referred to individually as a “Party” and collectively as the “Parties.”

1. Introduction and Integral Documents

1.1 The Service Provider agrees to provide IOM with [insert brief description of services] upon request by
IOM in accordance with the terms and conditions of this Agreement and its Annexes, if any, from
[starting date] to [end date].

1.2 The following documents form an integral part of this Agreement: [add or delete as required]

(a) Annex A - Terms of Reference

(b) Annex B - Price Schedule;
(c) Annex C - Sample Purchase Order
(d) Annex D - IOM Terms and Conditions for European Union Funded Service Type Agreements

In the event of conflict between the provisions of any Annex and the terms of the main body of the
Agreement, the latter shall prevail.

2. Services

2.1 The Service Provider agrees to provide to IOM the following services (the “Services”) when requested
by Purchase Order (sample attached as Annex C) in the amounts outlined therein in strict accordance
with the specifications, and at the price stated for each service in the Price Schedule in Annex B, in
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 accordance with the Terms of Reference in Annex C and in line with the delivery schedule outlined by
each Purchase Order:

[Outline services to be provided. Where relevant, include location and any other requirements for the
services to be provided. List all the offered services and deliverables. Description needs to be as
detailed as possible to provide for a reliable yardstick to measure compliance. It may be necessary to
attach a description of the Services as an Annex.]

2.2 The Service Provider agrees to provide the Services required under this Agreement in strict accordance
with the specifications of this Article and any attached Annexes.

2.3 Nothing in this Agreement shall be interpreted as creating an exclusive relationship between the
Parties.

2.4 IOM does not guarantee and is not obliged to request any minimum quantity of Services during the
term of this Agreement.

2.5 The terms and conditions of this Agreement shall apply to all Purchase Orders issued under this
Agreement. In case of discrepancy between the terms and conditions of the Purchase Order and the
terms and conditions outlined in this Agreement, the terms and conditions outlined in this Agreement
prevail.

[Optional for Piggybacking for other UN agencies (please delete if not applicable)]

2.6 If any United Nations (“UN”) entity wishes to avail of services which are of the same type as the
Services through their own contracting formats, the Service Provider shall extend such services to
them at prices and on terms no less favourable than those provided in this Agreement for the
Services. For this purpose, IOM shall be entitled to disclose information related to this Agreement to
any other UN entity.

3. The Service Fee

3.1 The total Service Fee for each request of Services under this Agreement is determined by each PO in
accordance with the rates indicated in Annex B (the “Service Fee”).

3.2 The Service Provider shall invoice IOM upon completion of all the Services in accordance with this
Agreement and the relevant Purchase Order. The invoice shall include: [services provided, hourly rate,
number of hours billed, any travel and out of pocket expenses, (add/delete as necessary)]

3.3 The Service Fee shall become due [insert number of days in numbers] ([write figure in words]) days
after IOM’s receipt and approval of the invoice.

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3.4 Payment shall be made in [Currency code] by [bank transfer] to the following bank account:

Bank Name:
Bank Branch:
Bank Account Name:
Bank Account Number:
Swift Code:
IBAN Number:

Any change to the bank account shall be formalized by an amendment to this Agreement.

3.5 The Service Fee specified in each Purchase Order in accordance with the Price Schedule (Annex B) is
the total charge to IOM. The Service Provider shall be responsible for the payment of all taxes, duties,
levies and charges assessed on the Service Provider in connection with this Agreement.

3.6 IOM shall be entitled, without prejudice to any other rights or remedies it may have, to withhold
payment of part or all of the Service Fee until the Service Provider has completed to the satisfaction
of IOM the Services to which those payments relate.

3.7 The Price Schedule (Annex B) shall remain valid for a period of at least [enter period, not less than one
year].

3.8 The Service Provider certifies that for transactions resulting from this Agreement, IOM is not charged
more than other clients for similar services within similar circumstances.

3.9 After the minimum period in Article 3.7, the Parties may agree on a price adjustment to the Services
subject to the following:

3.9.1 In the event of a price increase, the Service Provider may submit a written request to IOM to
increase some or all price rates of the Services based on the [specify applicable price index],
together with supporting documents showing that the Service Provider has incurred an
increase in its actual cost. The acceptance of the supporting documents, including the [price
index], to demonstrate actual increases in cost shall be at IOM’s sole discretion. Should the
price increase be accepted, the Parties shall sign an amendment to the Agreement.

3.9.2 There shall be no increase in price within one (1) year from the date of the last price
adjustment, unless otherwise agreed by the Parties in writing.

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 3.9.3 In the event of a price decrease, pursuant to notification by the Service Provider to IOM or
pursuant to IOM’s request based on the prevailing price under the [price index], the Parties
shall sign an amendment to the Agreement.

4. Performance Security

4.1 If required by IOM, the Service Provider shall provide IOM with a performance security (the
“Performance Security”) in an amount equivalent to [10 (ten)] per cent of the Service Fee, to be issued
by a reputable bank or company, and in the format acceptable to IOM.

4.2 The Performance Security shall serve as the guarantee for the Service Provider’s satisfactory
performance and compliance with the terms and conditions of this Agreement. The amount of the
Performance Security shall not be construed as the limit of the Service Provider’s liability to IOM, in
the event of breach of this Agreement by the Service Provider. The Performance Security shall be
effective until 30 (thirty) days from the completion of Service Provider’s obligations under relevant
Purchase Order following which it will be released by IOM.

5. Warranties

5.1 The Service Provider warrants that:

(a) It is a company financially sound and duly licensed, with adequate human resources,
equipment, competence, expertise and skills necessary to provide fully and satisfactorily,
within the stipulated completion period, all the Services in accordance with this Agreement;
(b) It shall comply with all applicable laws, ordinances, rules and regulations when performing its
obligations under this Agreement;
(c) In all circumstances it shall act in the best interests of IOM;
(d) No official of IOM or any third party has received from, will be offered by, or will receive from
the Service Provider any direct or indirect benefit arising from the Agreement or award
thereof;
(e) It has not misrepresented or concealed any material facts in the procurement of this
Agreement;
(f) The Service Provider, its staff or shareholders have not previously been declared by IOM
ineligible to be awarded agreements by IOM;
(g) It will maintain reasonable and appropriate organizational, administrative, physical, and
technical safeguards to ensure the integrity and confidentiality of the information shared
pursuant to this Agreement. The safeguards shall be designed to protect against any
foreseeable threats or risks to the security and integrity of such information as well as the
unauthorized access, use or disclosure thereof. If requested by IOM at any time during the
term of this Agreement, the Service Provider shall provide IOM with copies of its policies,
protocols, records, and other relevant materials implementing the safeguards;
(h) It has or shall take out relevant insurance coverage for the period the Services are provided
under this Agreement;
(i) The Prices specified in this Agreement shall constitute the sole remuneration in connection
with this Agreement. The Service Provider shall not accept for its own benefit any trade
commission, discount or similar payment in connection with activities pursuant to this
Agreement or the discharge of its obligations thereunder. The Service Provider shall ensure
that any subcontractors, as well as the personnel and agents of either of them, similarly, shall
not receive any such additional remuneration;
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 (j) It shall respect the legal status, privileges and immunities of IOM as an intergovernmental
organization, such as inviolability of documents and archive wherever it is located, exemption
from taxation, immunity from legal process or national jurisdiction. In the event that the
Service Provider becomes aware of any situation where IOM’s legal status, privileges or
immunities are not fully respected, it shall immediately inform IOM;
(k) It is not included in the most recent United Nations Security Council Consolidated List nor is it
the subject of any sanctions or other temporary suspension. The Service Provider will disclose
to IOM if it becomes subject to any sanction or temporary suspension during the term of this
Agreement;
(l) It must not employ, provide resources to, support, contract or otherwise deal with any person,
entity or other group associated with terrorism as per the most recent United Nations Security
Council Consolidated List and all other applicable terrorism legislation. If, during the term of
this Agreement, the Service Provider determines there are allegations or suspicions that funds
transferred to it in accordance with this Agreement have been used to provide support or
assistance to individuals or entities associated with terrorism, it will inform IOM immediately
who in consultation with the donors as appropriate, shall determine an appropriate response.
The Service Provider shall ensure that this requirement is included in all subcontracts.

5.2 The Service Provider warrants that it shall abide by the highest ethical standards in the performance
of this Agreement, which includes not engaging in any fraudulent, corrupt, discriminatory or
exploitative practice or practice inconsistent with the rights set forth in the Convention on the Rights
of the Child. The Service Provider shall immediately inform IOM of any allegation or suspicion that the
following practice may have occurred or exist:
(a) fraudulent practice, defined as any act or omission, including misrepresentation or
concealment, that knowingly or recklessly misleads, or attempts to mislead, a natural or legal
person in the procurement process or the execution of a contract party to obtain a financial
gain or other benefit, or to avoid an obligation or in such a way as to cause a detriment to
IOM;
(b) corrupt practice defined as the offering, giving, receiving or soliciting, directly or indirectly, of
anything of value to influence improperly the actions of another natural or legal person in the
procurement process or in contract execution, such as through bribery;
(c) collusive practice defined as an arrangement between two or more bidders, or other natural
or legal persons designed to achieve an improper purpose, including influencing improperly
the actions of another natural or legal person or artificially altering the results of the
procurement process to obtain a financial gain or other benefit;
(d) coercive practice defined as impairing or harming, or threatening to impair or harm, directly
or indirectly, any natural or legal person or the property of any such person to influence
improperly its actions or impact the execution of a contract;
(e) obstructive practice defined as acts or omissions intended to materially impede the exercise
of IOM’s contractual rights of audit, investigation and/or access to information, including
deliberately destroying, falsifying, altering or concealing of evidence material to IOM
investigations, or making false statements to IOM investigators in order to materially impede
a duly authorized investigation into allegations of fraudulent, corrupt, collusive, coercive or
unethical practices; and/or threatening, harassing or intimidating any party to prevent it from
disclosing its knowledge of matters relevant to the investigation or from pursuing the
investigation;
(f) unethical practice defined as a practice contrary to the IOM Unified Staff Regulations and
Rules or UN Supplier Code of Conduct, such as those relating to conflict of interest, gifts,
hospitality, post-employment provisions, abuse of authority, harassment, discriminatory or

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 exploitative practices or practices inconsistent with the rights set forth in the Convention on
the Rights of the Child;
(g) money laundering practice defined as the conversion or transfer of property knowing that
such property is derived from any offence(s), for the purpose of concealing or disguising the
illicit origin of the property or of assisting any persons who are involved in such offence(s) to
evade the legal consequences of their actions. Property shall include, but not be limited to
money.

5.3 The Service Provider further warrants that it shall:

(a) Take all appropriate measures to prevent sexual exploitation and sexual abuse (SEA), as those
terms are defined in section 1 of ST/SGB/2003/13 (the “SG Bulletin”),1 and sexual harassment
(SH), as that term is defined in section 1 of the UN System Model Policy on Sexual
Harassment,2 by its employees or sub-contractors, consultants, interns or volunteers
associated with or working on behalf of the Service Provider to perform activities under this
Agreement (“Associated Personnel”);
(b) accept and follow the standards of conduct listed in section 3 of the SG Bulletin;
(c) Promptly and confidentially report to IOM any allegations or suspicions of SEA or SH
concerning its employees or Associated Personnel; promptly investigate any credible
allegations of SEA or SH concerning its employees or Associated Personnel, and inform IOM
of the outcome of such investigation; take appropriate corrective measures, including
imposing disciplinary measures on any of its employees or Associated Personnel who has
committed SEA or SH, and inform IOM of such corrective measures;
(d) Provide to IOM, on written request, all relevant information to determine whether the Service
Provider has taken appropriate investigative and corrective action in cases of SEA or SH.
Failure to take appropriate investigative or corrective action to the satisfaction of IOM shall
constitute material breach of this Agreement;
(e) Ensure that the SEA and SH provisions contained in this Article are included in all sub-contracts
related to this Agreement;
(f) Adhere to the provisions of this Article for the duration of this Agreement.

5.4 The Service Provider expressly acknowledges and agrees that breach by the Service Provider, its
employees or its Associated Personnel, of any provision contained in Articles 5.1, 5.2 or 5.3 of this
Agreement constitutes a material breach of this Agreement and shall entitle IOM to terminate this
Agreement immediately on written notice without liability. In the event that IOM determines,
whether through an investigation or otherwise, that such a breach has occurred then, in addition to
its right to terminate the Agreement, IOM shall be entitled to recover from the Service Provider all
losses suffered by IOM in connection with such breach.

5.5 IOM shall have the right to investigate any allegations (including but not limited to SEA, SH, fraud and
corruption) involving the Service Provider, its employees or its Associated Personnel, notwithstanding
related investigations undertaken by the Service Provider or national authorities. The Service Provider
shall provide its full and timely cooperation with any such investigations. Such cooperation shall
include, but shall not be limited to, the Service Provider's obligation to make available its personnel
and any relevant documentation for such purposes at reasonable times and on reasonable conditions
and to grant access to the Service Provider's premises at reasonable times and on reasonable

1
Secretary-General’s Bulletin Special measures for protection from sexual exploitation and sexual abuse dated 9
October 2003, N0355040.pdf (un.org)
2
UN System Model Policy on Sexual Harassment, CEB Model Policy (unsceb.org)
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 conditions in connection with such access to the Service Provider's personnel and relevant
documentation. The Service Provider shall require its agents, including, but not limited to, the Service
Provider's attorneys, accountants or other advisers, to reasonably cooperate with any such
investigations carried out by IOM.

6. Assignment and Subcontracting

6.1 The Service Provider shall not assign or subcontract the activities under this Agreement in whole or in
part, unless agreed in writing in advance by IOM. Any subcontract entered into by the Service Provider
without approval in writing by IOM may be cause for termination of the Agreement.

6.2 Notwithstanding such written approval from IOM, the Service Provider shall not be relieved of any
liability or obligation under this Agreement nor shall it create any contractual relation between any
subcontractor and IOM. The Service Provider shall include in an agreement with a subcontractor all
provisions in this Agreement that are applicable to a subcontractor, including relevant Warranties and
Special Provisions. The Service Provider remains liable as a primary obligor under this Agreement, and
it shall be directly responsible to IOM for any faulty performance under any subcontract. The
subcontractor shall have no cause of action against IOM for any breach of the subcontract.

7. Delays, Defaults and Force Majeure

7.1 Time is of the essence in the performance of this Agreement. If the Service Provider fails to provide
the Services within the times agreed to in any Purchase Order, IOM reserves the right to:

(a) Terminate the Purchase Order without liability by giving immediate notice, and to charge the
Service Provider any loss incurred as a result of the Service Provider’s failure to provide the
Services within the time specified; or
(b) Charge liquidated damages equal to 0.1% (one-tenth of one per cent) of the Service Fee for
every day of delay or breach of the delivery schedule by the Service Provider. IOM shall have
the right to deduct such amount from the Service Provider’s outstanding invoices, if any. Such
liquidated damages shall only be applied when delay is caused solely by the default of the
Service Provider.

7.2 Acceptance of Services delivered late shall not be deemed a waiver of IOM’s rights to hold the Service
Provider liable for any loss and/or damage resulting therefrom, nor shall it act as a modification of the
Service provider’s obligation to perform further Services in accordance with the Agreement.

7.3 Neither Party will be liable for any delay in performing or failure to perform any of its obligations under
this Agreement if such delay or failure is caused by force majeure, which means any unforeseeable
and irresistible act of nature, any act of war (whether declared or not), invasion, revolution,
insurrection, terrorism, blockade or embargo, strikes, Governmental or state restrictions, natural
disaster, epidemic, public health crisis, and any other circumstances which are not caused by nor
within the control of the affected Party.

7.4 As soon as possible after the occurrence of a force majeure event which impacts the ability of the
affected Party to comply with its obligations under this Agreement, the affected Party will give notice
and full details in writing to the other Party of the existence of the force majeure event and the
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 likelihood of delay. On receipt of such notice, the unaffected Party shall take such action as it
reasonably considers appropriate or necessary in the circumstances, including granting to the affected
Party a reasonable extension of time in which to perform its obligations. During the period of force
majeure, the affected Party shall take all reasonable steps to minimize damages and resume
performance.

7.5 IOM shall be entitled without liability to suspend or terminate the Agreement if the Service Provider
is unable to perform its obligations under the Agreement by reason of force majeure. In the event of
such suspension or termination, the provisions of the Article on Termination shall apply.

8. Independent Contractor

The Service Provider, its employees and other personnel as well as its subcontractors and their personnel, if
any, shall perform all Services under this Agreement as an independent contractor and not as an employee or
agent of IOM.

9. Audit

The Service Provider agrees to maintain financial records, supporting documents, statistical records and all
other records relevant to the Services in accordance with generally accepted accounting principles to
sufficiently substantiate all direct and indirect costs of whatever nature involving transactions related to the
provision of Services under this Agreement. The Service Provider shall make all such records available to IOM
or IOM's designated representative at all reasonable times until the expiration of 7 (seven) years from the
date of final payment, for inspection, audit, or reproduction. On request, employees of the Service Provider
shall be available for interview.

10. Confidentiality

10.1 All information which comes into the Service Provider’s possession or knowledge in connection with
this Agreement is to be treated as strictly confidential. The Service Provider shall not communicate
such information to any third party without the prior written approval of IOM. The Service Provider
shall comply with IOM Data Protection Principles in the event that it collects, receives, uses, transfers,
stores or otherwise processes any personal data in the performance of this Agreement. These
obligations shall survive the expiration or termination of this Agreement.

10.2 Notwithstanding the previous paragraph, IOM may disclose the terms of this Agreement and
information related to this Agreement, including but not limited to the name and address of the
Service Provider, the title of the contract/project, the nature and purpose of the contract/project, and
the amount of the contract/project to the extent required by IOM’s donors or auditors or in relation
to IOM’s reporting mechanisms and commitment to any initiative for transparency and accountability
of funding received by IOM, provided that such disclosure will be in accordance with the policies,
instructions and regulations of IOM.

11. Intellectual Property

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All intellectual property and other proprietary rights including, but not limited to, patents, copyrights,
trademarks, and ownership of data resulting from the performance of the Services shall be vested in IOM,
including, without any limitation, the rights to use, reproduce, adapt, publish and distribute any item or part
thereof.

12. Notices

Any notice given pursuant to this Agreement will be sufficiently given if it is in writing and received by the
other Party at the following address:

International Organization for Migration (IOM)

Attn: [Name and title/position of IOM contact person]
Address: [IOM’s address]
Email: [IOM’s email address]

[Full name of the Service Provider]

Attn: [Name and title/position of Service Provider’s contact person]
Address: [Service Provider’s address]
Email: [Service Provider’s email address]

13. Dispute Resolution

13.1 Any dispute, controversy or claim arising out of or in relation to this Agreement, or the breach,
termination or invalidity thereof, shall be settled amicably by negotiation between the Parties.

13.2 In the event that the dispute, controversy or claim is not resolved by negotiation within 3 (three)
months of receipt of the notice from one Party of the existence of such dispute, controversy or claim,
either Party may request that it be submitted to mediation in accordance with the UNCITRAL
Mediation Rules in effect at the time of the dispute.

13.3 In the event that mediation is not successful, either Party may submit the dispute, controversy or claim
to arbitration in accordance with the UNCITRAL Arbitration Rules in effect at the time of the dispute
no later than 3 (three) months following the date of termination of the mediation as per Article 9 of
the UNCITRAL Mediation Rules. The number of arbitrators shall be one and the language to be used
in the arbitral proceedings shall be English. The appointing authority shall be the Secretary General of
the Permanent Court of Arbitration. The arbitral tribunal shall have no authority to award punitive
damages. The seat of the arbitration shall be Geneva, Switzerland.

13.4 All aspects of the dispute resolution as per paragraphs 1 to 3 of this Article shall be treated as
confidential by the Parties and all others involved.

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13.5 The present Agreement as well as the arbitration agreement above shall be governed by the terms of
the present Agreement and supplemented by internationally accepted general principles of law
(including the UNIDROIT Principles of International Commercial Contracts) for issues not covered by
the Agreement, to the exclusion of any single national system of law that would defer the Agreement
to the laws of any given jurisdiction.

13.6 This Article survives the expiration or termination of the present Agreement.

14. Use of IOM Name, Abbreviation and Emblem

The Service Provider shall not be entitled to use the name, abbreviation or emblem of IOM without IOM’s
prior written authorisation. The Service Provider acknowledges that use of the IOM name, abbreviation and
emblem is strictly reserved for the official purposes of IOM and protected from unauthorized use by Article
6ter of the Paris Convention for the Protection of Industrial Property, revised in Stockholm in 1967 (828 UNTS
305 (1972)).

15. Status of IOM

Nothing in or relating to the Agreement shall be deemed a waiver, express or implied, of any of the privileges
and immunities of the International Organization for Migration.

16. Indemnity

The Service Provider shall at all times defend, indemnify, and hold harmless IOM, its officers, employees, and
agents from and against all losses, costs, damages and expenses (including legal fees and costs), claims, suits,
proceedings, demands and liabilities of any kind or nature to the extent arising out of or resulting from acts or
omissions of the Service Provider or its employees, officers, agents or subcontractors, in the performance of
this Agreement. IOM shall promptly notify the Service Provider of any written claim, loss, or demand for which
the Service Provider is responsible under this clause. This indemnity shall survive the expiration or termination
of this Agreement.

17. Waiver

Failure by either Party to insist in any one or more instances on a strict performance of any of the provisions
of this Agreement shall not constitute a waiver or relinquishment of the right to enforce the provisions of this
Agreement in future instances, but this right shall continue and remain in full force and effect.

18. Termination

18.1 IOM may terminate or suspend any Purchase Order or this Agreement, in whole or in part, with
immediate effect, by providing written notice to the Service Provider, in any case where the mandate
of IOM applicable to the performance of the Purchase Order or Agreement or the funding of IOM

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 applicable to the Purchase Order or Agreement is reduced or terminated. In addition, IOM may
suspend or terminate the Agreement upon 30 (thirty) day’s written notice without having to provide
any justification.

18.2 In the event of termination of a Purchase Order or Agreement, IOM will only pay for the Services
completed in accordance with the Purchase Order or Agreement, unless otherwise agreed in writing
by the Parties. The Service Provider shall return to IOM any amounts paid in advance within 7 (seven)
days from the notice of termination.
18.3 In the event of any termination of a Purchase Order or Agreement, upon receipt of notice of
termination, the Service Provider shall take immediate steps to bring the performance of any
obligations under the relevant Purchase Order or Agreement to a close in a prompt and orderly
manner, and in doing so, reduce expenses to a minimum, place no further subcontracts or orders for
materials, services, or facilities, and terminate all subcontracts or orders to the extent they relate to
the portion of the Purchase Order or Agreement. Upon termination, the Service Provider shall waive
any claims for damages including loss of anticipated profits on account thereof.

18.4 In the event of suspension of any Purchase Order or this Agreement, IOM will specify the scope of
activities and/or deliverables that shall be suspended in writing. All other rights and obligations of the
respective Purchase Order or this Agreement shall remain applicable during the period of suspension.
IOM will notify the Service Provider in writing when the suspension is lifted and may modify the
completion date. The Service Provider shall not be entitled to claim or receive any Service Fee or costs
incurred during the period of suspension of the Purchase Order or this Agreement as applicable.

19. Severability

If any part of this Agreement is found to be invalid or unenforceable, that part will be severed from this
Agreement and the remainder of the Agreement shall remain in full force.

20. Entire Agreement

This Agreement embodies the entire agreement between the Parties and supersedes all prior agreements and
understandings, if any, relating to the subject matter of this Agreement.

21. Final Clauses

21.1 This Agreement will enter into force upon signature by both Parties. It will remain in force until
completion of all obligations of the Parties under this Agreement unless terminated earlier in
accordance with the Article on Termination.

21.2 Any change to the terms and conditions detailed herein shall be documented in a written amendment
to this Agreement.

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22. Special Provisions (Optional)

Due to the requirements of the donor financing the project, the Service Provider shall agree and accept the
following provisions:

[Insert all donor requirements which must be flown down to IOM’s Service Providers and subcontractors.
In case of any doubt, please contact [email protected]]

Signed in duplicate in English, on the dates and at the places indicated below.

For and on behalf of For and on behalf of

The International Organization for [Name of Service Provider]
Migration

Signature Signature

Name: Name:
Position: Position:
Date: Date:
Place: Place:

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 Annex X

[Title]

[Attach the Annex/es and label accordingly]

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