The ILO uses a standard template for PPP agreements. The text of the partnership agreement is sufficient for partnerships that do not involve financial transactions. When funding is provided by the partners, Annex I to the template agreement is used.
TEMPLATE AGREEMENT BETWEEN
THE INTERNATIONAL LABOUR ORGANIZATION
[INSERT NAME(S) OF NON-STATE ACTOR(S)
AND ANY OTHER PUBLIC ENTITY/IES]
FOR [INSERT PROJECT TITLE/BRIEF DETAILS]
1. THIS AGREEMENT (“Agreement”) is entered by and between the International Labour Organization (ILO), a public international organization with its headquarters in Geneva, Switzerland, established by the 1919 Peace Treaty of Versailles and operating as a specialized agency of the United Nations, represented by the International Labour Office, and [insert name(s) of non-state actor(s) and any other public entity/ies and short description (a ... corporation/ association established under the laws of...)] (“the Collaborator(s)”). The ILO and the Collaborator(s) are referred to collectively as the “Parties” and individually as “Party”.
2. AGREEMENT DOCUMENTS:
3.1 The following documents constitute the entire agreement between the Parties and supersede all prior agreements, understandings, communications and representations concerning the subject matter:
a) this document;
b) Annex I: Particular Conditions concerning the receipt of funding by the ILO [if applicable];
c) Annex II: [name of document describing activity/project]; and
d) [list other Annexes and documents, as applicable].
3.2 If there is inconsistency between any of the documents forming part of this Agreement, those documents will be interpreted in the above order of priority.
3. LEGAL STATUS OF THE PARTIES:
4.1 As provided for in the Constitution of the International Labour Organisation and the Convention on the Privileges and Immunities of the Specialized Agencies, the ILO has full juridical personality and enjoys such privileges and immunities as are necessary for the independent fulfilment of its purposes.
4.2 Nothing contained in or relating to this Agreement will be construed to create a legal partnership, a joint venture, employment or agency relationship between the Parties, and the officials, representatives, employees, or subcontractors of either Party will not be considered in any respect as being the employees or agents of the other Party.
4.3 Collaboration under this Agreement is for operational purposes; it does not imply access to or influence on the governance of decision making structures of either Party and in particular, in the case of the ILO, on the Organization’s policy-making , standard-setting or supervisory systems.
5 REPRESENTATIONS OF THE COLLABORATOR(S)
5.1 The Collaborator(s) represents and warrants that nothing in its governance or operational activities, or those of its affiliates, is inconsistent with the ILO’s values or respect for the ILO’s constitutional mandate and principles1 or with internationally-recognized principles concerning human rights, the environment and anti-corruption.2
6 RESPONSIBILITIES OF THE PARTIES
6.1 The purpose of this Agreement is collaboration between/among the Parties with respect to: [title or brief description of activities]. The detailed activities and the respective responsibilities Parties in carrying out these activities are described in detail in the [name of document describing activity (project document/ terms of reference] in Annex [II]. This Agreement refers to these activities as “collaboration activities”
6.2 Special provisions applicable to the collaboration activities are found in Annex I. [Instruction to Drafter: INSERT the annex from the options attached which corresponds to the specific type of activity/ies or if none applies, describe the responsibilities of the ILO and the Collaborator(s). Specify time lines for performance and measurable outputs. If no option applies, provisions setting out the parties’ main responsibilities should be inserted in this section.]
7 APPLICATION OF ILO REGULATIONS, RULES AND PROCEDURES:
7.1 Any activities carried out by the ILO under this Agreement will be implemented in accordance with ILO regulations, rules and procedures and will be subject exclusively to the internal and external auditing procedures provided for in the financial regulations, rules and directives of ILO.
7.2 Unless otherwise provided in this Agreement, any contributions, in cash or in kind, are provided without any charge to the ILO. The ILO will not be responsible for any fees, costs or expenses related to or incurred by the Collaborator(s), nor will the ILO incur any liabilities, in excess of any financing that it may have received from a Collaborator for carrying out a certain activity.
7.3 Evaluation of the collaboration activity will be conducted in accordance with the evaluation policy of the ILO.
8 ACKNOWLEDGEMENT AND PUBLICITY:
8.1 The ILO will publicly report all contributions, in money or in kind, made in the framework of this Agreement in accordance with its rules and regulations, and in an appropriate manner.
8.2 The Collaborator(s) may refer to its collaboration with the ILO in its internal documents, such as those submitted to board and shareholder meetings and auditors’ reports, and will seek and receive the written clearance of the ILO in advance of any other publicity relating to collaboration with the ILO which is not already identified in this Agreement.
8.3 In all cases of acknowledgment and publicity of their collaboration, the Parties will use neutral language that accurately reflects the actual contribution of each Party. Terms such as “with the assistance of”, “in collaboration with” or “with the technical support of” may be appropriate. The Parties will avoid any reference that could imply endorsement by the ILO of the Collaborator, such as “official partner” or “selected partner” or “sponsor” of the ILO.
9 USE OF THE NAME OR EMBLEM OF THE ILO:
9.1 The Parties will not use, without specific written authorization by the other Party concerned, the name of the [any] other Party, in particular the name of the International Labour Organization and the International Labour Office and their abbreviations, or the emblem and other identifiers containing these names or abbreviations of the [any] other Party which are legally protected. This paragraph does not affect a Party’s right to refer to the other Party in acknowledgements and publicity in accordance with section 8 above.
9.2 Upon written request of the Collaborator(s), the ILO may authorize reproduction of the emblem or other identifiers of the ILO in writing under appropriate terms and conditions and in order to support the purposes, policies and activities of the ILO, including raising funds for the ILO. The ILO cannot authorize such a use when the use of the emblem or other identifier could be perceived as an endorsement by the ILO of any particular entity, its policies, activities, publications or products.
10 INTELLECTUAL PROPERTY:
10.1 All intellectual property rights, including patents, copyrights, designs and trademarks, in any material created under this Agreement, including by the Collaborator(s) for the purposes of or as a result of performing its obligations, (“the Agreement Material”) will be vested in the ILO.
10.2 In the event the Collaborator(s) needs to use any of the Agreement Material, the ILO will grant, upon written request, to the Collaborator(s), a permanent, irrevocable, royalty free, non-exclusive and non-transferable license to use, reproduce, adapt, modify and communicate the Agreement Material for the purposes of this Agreement. Such license will not include a right to exploit the Agreement Material for the Collaborator(s)’s commercial purposes.
10.3 This section does not affect the ownership of intellectual property rights which were in existence before the commencement date, or were developed other than as a result of the performance of the obligations under this Agreement (“Existing Intellectual Property”). However, the Collaborator(s) hereby grants to the ILO a permanent, irrevocable, royalty free, non-exclusive license (including a right of sublicense) to use, reproduce, adapt, publish, communicate and exploit any such Existing Intellectual Property for the purposes of this Agreement.
10.4 This section will survive the expiration or termination of this Agreement.
11 SETTLEMENT OF DISPUTES:
11.1 The Parties will use their best efforts to amicably settle any dispute, controversy, or claim arising out of this Agreement. Where the Parties wish to seek such an amicable settlement through conciliation, the conciliation will take place in accordance with the Conciliation Rules then obtaining of the UN Commission on International Trade Law (UNCITRAL), or according to such other procedure as may be agreed between the Parties in writing.
11.2 Any dispute, controversy, or claim between the Parties arising out of this Agreement, unless settled amicably under the preceding paragraph within sixty (60) days after receipt by one Party of the other Party’s written request for such amicable settlement, will be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining. The Parties will be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such dispute, controversy, or claim.
12 PRIVILEGES AND IMMUNITIES:
12.1 Nothing in or relating to this Agreement will be deemed a waiver of any of the privileges and immunities of the ILO.
13 COMMENCEMENT DATE AND TERM OF THIS AGREEMENT:
2.1 This Agreement commences on [insert either “the date on which this Agreement is signed by the Parties” or a specific date “dd/mm/yyyy”] and continues until [insert a specific date “dd/mm/yyyy”] unless terminated earlier in accordance with this Agreement.
14 AMENDMENTS AND TERMINATION:
14.1 This Agreement may be amended only by written agreement signed by authorized representatives of the Parties.
14.2 Either Party may terminate this Agreement upon thirty (30) days’ written notice to the other Party.
14.3 In the event of any termination, the Parties will:
a) take immediate steps to bring the performance of any obligation under the Agreement to an orderly conclusion;
b) cease any use of the name and emblem of the other Party; and
c) return to the ILO (or at the ILO’s request, destroy) all copies of the ILO Materials in its control or possession, if any, in addition to all other property belonging to and/or provided by the ILO.
15.1 The Parties will not assign, transfer, pledge or make any other disposition of this Agreement, or any part of this Agreement, or any of the rights, claims or obligations under this Agreement except with the prior written authorization of the other. Any such unauthorized assignment, transfer, pledge or other disposition, or any attempt to do so, will not be binding.
16 SUBCONTRACTING BY COLLABORATOR:
16.1 In the event that the Collaborator(s) requires the services of subcontractors to perform any obligations under this Agreement, the Collaborator(s) will seek the prior written approval of the ILO. The approval of the ILO for use of a subcontractor will not relieve the Collaborator(s) of any of its obligations under this Agreement. The terms of any subcontract will be subject to, and will be construed in a manner that is fully in accordance with, all of the terms and conditions of this Agreement. The Collaborator will bear all costs for engaging such subcontractors.
17 FRAUD AND CORRUPTION:
17.1 No offer, gift, payment, consideration or benefit of any kind, the provision of which would constitute an illegal, corrupt or fraudulent practice will be made, promised, sought or accepted (either directly or indirectly) as an inducement or reward in relation to activities under this Agreement. Each party is expected to notify the other party of any such practices. The Collaborator will ensure that any contractors engaged in the implementation of activities under this Agreement observe the highest ethical standards in performing contracts. The Parties agree that any breach of this provision is a breach of an essential term of this Agreement.
18.1 The collaboration between the Parties under this Agreement will be on a non-exclusive basis. Accordingly, either Party may freely engage in similar arrangements with other operational partners, including in the same field of activity or industry sector.
19 CONFLICT OF INTEREST:
19.1 The Collaborator(s) accepts that the collaboration activities under this Agreement will be managed with the interests of the ILO as paramount.
19.2 The Collaborator(s) warrants that at the time of signing this Agreement no conflict of interest exists or is likely to arise in the performance of its obligations under this Agreement. In particular, the Collaborator(s) warrants that it does not have a commercial interest which could significantly affect the collaboration activity itself or its outcome or operate in a manner contrary to the ILO’s interest.
19.3 If a conflict of interest arises or appears likely to arise during the duration of this Agreement, the Collaborator(s) will:
a) immediately notify the ILO;
b) make full disclosure of all relevant information relating to the conflict; and
c) take such steps as the ILO reasonably requires to resolve or otherwise deal with the conflict.
20 OBSERVANCE OF THE LAW:
20.1 The Collaborator(s) will comply with all laws, ordinances, rules, and regulations in relation to the performance of its obligations under this Agreement.
21.1 Notices and other communications required or permitted under this Agreement will be in writing and signed by authorized representatives of the Parties.
21.2 A notice can be hand delivered, sent by prepaid post or by facsimile transmission to the following address:
Address of Collaborator(s)
IN WITNESS THEREOF, the authorized Representatives of the Parties have signed this Agreement on the dates written below.
FOR THE ILO: FOR [insert name of Private Entity/ies]:
SIGNED:___________________ SIGNED: _______________
DATE: _____________ DATE: _________________
FOR [insert name of Public Entity/ies]:
SIGNED:___________________ SIGNED: _______________
1. IMPLEMENTATION OF ACTIVITIES
The ILO [and any other executing Collaborator] will make every effort to ensure the timely and full implementation of the activities as described in the [name of document describing activity (project document/ terms of reference]in Annex [insert Annex No.].
2.1. The Donor Collaborator will provide a contribution of [INSERT AMOUNT and CURRENCY], which will be deposited by [INSERT DATE] into the following account:
Union de Banques Suisses (UBS) S.A.
Case Postale 2600
CH-1211 GENEVA, SWITZERLAND
Swift Address: UBSWCHZH80A
IBAN No.: [ ]
Reference: [INSERT TC CODE]
2.2 The ILO will maintain a separate account expressed in U.S. Dollars for the contribution showing all income and expenditures. Contributions paid and expenditures incurred in currency other than U.S. Dollars will be converted into U.S. Dollars at the United Nations operational rate of exchange on the date of the transaction.
2.3 As shown on the attached budget (Annex [__]), the contribution will be used exclusively to cover the direct costs of the activities to be implemented by the ILO and support costs which are calculated at the rate of thirteen (13) percent of direct project costs.
2.4 The ILO will notify the Donor Collaborator in writing if the contribution is insufficient to cover the Project activities to funded by the Donor Collaborator in accordance with the Project document. In this event, the Donor Collaborator and the ILO will consult for the purpose of increasing the contribution so as to cover the Project activities or modifying the Project activities to the level where the activities are covered by the Collaborator’s contribution.
3 ADMINISTRATION OF THE CONTRIBUTION
3.1. The ILO will administer the contribution in accordance with its regulations, rules, directives and procedures.
3.2. The ILO will not pre-finance collaboration activities. If the contribution, or any part of it, is not received in a timely manner, the activities may be reduced or suspended by the ILO with immediate effect.
3.3. Any interest derived from the contribution will be accounted for separately. After completion of the Project and after all commitments and liabilities incurred in the implementation of the Project have been satisfied, any interest or any balance remaining unspent will be disposed of by the ILO by mutual consent with the Collaborator.
4.1. Goods or services will be purchased by the ILO for the Project in accordance with its regulations, rules, directives and procedures.
4.2. If any equipment is purchased by the ILO for the Project, the ILO will prepare a report of non expendable equipment within thirty (30) days of its closure. It will be disposed of in accordance with the ILO’s regulations, rules, directives and procedures.
5.1 Financial Report: The ILO will provide the Collaborator, not later than 31 May each year, a statement showing the funds received and expended during the previous calendar year. This statement will consist of an extract from the ILO's accounts, as submitted for audit to the external auditor whose certificate will appear in the ILO's biennial financial report.
5.2 Results Reporting: The ILO will provide the Collaborator with a report on the results obtained by the Project/programme [on a yearly basis/periodic basis to be agreed] and at the end of the Project after activities are completed, with a final report covering all important aspects of the utilization of the Collaborator’s contribution.
6.1 In case the Agreement is terminated by the Collaborator in accordance with the provisions of the Agreement, the ILO shall not be obliged to repay any funds irrevocably committed in good faith by the ILO to third parties before the date of notice of such termination.
1 See, for example, the ILO Declaration on Social Justice for a Fair Globalization (2008), the Declaration on Fundamental Principles and Rights at Work (1998), and the Tripartite Declaration of Principles concerning Multinational Enterprises and Social Policy (1977, as revised).
2 The relevant principles concerning human rights, environment and anti-corruption are reflected, for example, in the United Nations Global Compact.