Private Sector Development Programme Tan zania
SPECIMEN CONTRACT
Please
find joint a specimen contract. The contract for services, which will govern a
specific contribution, may be adapted. Nevertheless, the next text gives your
organisation an indication of the nature of the requirements.
For
a possible format of the curriculum vitae of experts, please click here.
CONTRACT FOR SERVICES
Contracting
Agency: Private Sector Development Programme
Executing
Agent: ……
Date
of Contract: ……
Signatories:
……
For the Contracting Agency:
R.B.M.J. van Raaij, Programme manager
For the Executing Agent:
……
Description
of the work: ……
Starting
date: ……
Date
of finalisation: ……
Value:
……
Subject of the Agreement
1.1
Executing Agent hereby agrees to provide the selected Services for the
execution based on terms and conditions of this Agreement. The Services are
specified in annex A to this Agreement. Said annex does constitute an integral
part of this Agreement. Other annexes likewise constitute an integral part of
this agreement. Annexes are A, B, C, D, E.
1.2
It is understood that this Agreement modifies, completes and cancels any
previous and partial Agreement between the parties.
2 Commencement and performance of Services, duration of the Agreement
2.1
Executing Agent shall commence the Services at a time agreed with Contracting
Agency's manager. The date of commencement and duration are specified in annex
B.
2.2
Executing Agent ensures satisfactory completion of the Contract for Services on
time (annex B) and on budget (annex C).
2.3
The Agreement shall remain in full force and effect until both parties hereto
have completed all their respective obligations unless the Agreement shall be terminated
in accordance with such terms and conditions as are contained elsewhere in the
Agreement and as are applicable to its termination.
3 Services
3.1
The Services to be performed by Executing Agent are set out in annex A of this
Agreement. Executing Agent accepts that during the inception phase (if
applicable) of the Contract for Services the scope of the Contract might be
changed which can lead to a change in the Services.
4 Personnel
4.1
Personnel specified in annex D of the Agreement, for the respective periods of
time indicated shall carry out the Services. Executing Agent shall not
substitute personnel or make adjustments to periods without prior written
consent of the Contracting agency.
4.2 Should it be necessary to replace any person, the Executing Agent shall
arrange for such a replacement in a timely manner with a person equivalent or
better qualified and experienced. Executing Agent shall be responsible for all
financial consequences related to such replacement, including cases in which
personnel is replaced at the requirement or request of the final beneficiary or
the Royal Netherlands Embassy. No extension of time or additional expenses
shall be claimable, express with the written consent of the Contracting Agency.
4.3
Executing Agent's director shall be responsible for liaison with the
Contracting Agency.
4.4
Executing Agent's team leader shall be in charge for delivery of the Services
to be performed.
5 Responsibilities
5.1
Executing Agent shall exercise all reasonable skills, care and diligence in the
performance of the Services and shall undertake its responsibilities in
accordance with recognised professional standards.
5.2
Executing Agent shall mobilise a project team, including a team leader, and
local staff, if applicable. Executing Agent shall provide its executors of the
Services with sufficient financial means.
5.3
Executing Agent shall manage the budget, annex C, including control of inputs,
maintaining and co-signing time sheets it required for the execution of the
Services.
5.4
Executing Agent shall in all professional matters act as faithful advisor.
5.5
Executing Agent and its personnel shall respect the laws and customs of the
country in which the Services are delivered.
6 Reporting
6.1
Executing Agent shall deliver to the Contracting Agency in a timely manner such
reports, drawings, specifications, documents and other items as are defined in
the list of selected Services, the Terms of Reference, the Inception report or
other documents which are governing this Agreement. In general, when it
concerns delivery of training activities, handouts and lecturing materials will
have to be presented not later than 1 week before the actual delivery, for
acceptance by the Contracting Agency.
6.2
Executing Agent shall submit a monthly report to the Contracting Agency,
following a model proposed by the Executing Agent and agreed by the Contracting
Agency.
7 Publicity
7.1
Executing Agent shall not publicise any matter connected with the Agreement or
the Services without the prior written consent of the Contracting Agency.
8 Confidentiality
8.1
Both parties shall treat as confidential all information obtained in the
performance of the Services except for information, which is already of public
knowledge and shall not divulge such information to any third party without
prior written approval.
9 Default by Executing Agent
9.1
In case of defective Services, Contracting Agency shall notify Executing Agent
in writing detailing the basis of its objection. Executing Agent shall immediately
perform all corrective Services necessary to accomplish the proper performance
of the Services, failing which it shall be liable for and shall indemnify
Contracting Agency against any additional costs, which may be incurred in
correcting the fault concerned.
9.2
In the event that Executing Agent fails to instigate remedial action within a
period of ten (10) working days after the notice has been sent, the Contracting
Agency is entitled to sublet or to undertake the remedial actions at the
Executing Agent expenses. The Contracting Agency shall make its best efforts to
minimise such costs. The Contracting Agency reserves the right for further
claims and/or indemnification and may terminate the Agreement by written notice.
10 Liability of the Executing Agent
10.1
Executing Agent shall be responsible for the quality of its Services to only
the Contracting Agency. This applies Executing Agent personnel or agents for
Services. Executing Agent will communicate eventual problems immediately and
only to the Contracting Agency.
10.2
Executing Agent shall keep Contracting Agency both during and after the term of
the Agreement fully and effectively indemnified against all direct expenses and
damages suffered by the Contracting Agency, where such loss, damage, injury or
death is the result of negligent action or breach of Agreement of Executing
Agent or their personnel or agents.
11 Insurance
11.1
Executing Agent shall be responsible for carrying necessary insurance's in
respect of the performance of this Agreement both for itself and its staff and
shall not rely on any insurance held by the Contracting Agency. The may include
workers compensation, national social security fund, taxes, own property,
travel and accident and professional indemnity.
12 Commercial terms
12.1
Fees and fixed expenses payable as a maximum by Contracting Agency to Executing
Agent in respect of Services to be performed are enumerated in annex C of this
Agreement. A man/month constitutes 22 working days as a maximum.
12.2
A total number of fee days, allowances and direct costs set out in annex C
cannot be exceeded without prior approval in writing from Contracting Agency
manager. There is no provision for any cost recovery nor is there any variation
to cost levels permitted under annex C.
12.3
All air travel shall be full fare economy class. Executing Agent shall return
all original air tickets and boarding passes to Contracting Agency. In case the
tickets are purchased by Executing Agent the costs of the tickets will be
reimbursed only after the original tickets, boarding passes and invoices have
been received by Contracting Agency.
12.4
In case of transport by own car, a bill can be produced of TShs. 400/km. Kilometers
will be calculated by the Contracting Agency on the basis of the national road
map. Prior approval is required.
12.5
A daily subsistence allowance (outside duty station) can be payable upon
receipt of original hotel bills. It can be part of the Executing Agent’s
proposal. The daily subsistence allowance should not exceed TShs. 50.000. In
case of no production of hotel bills, 35% can be payable, if presence on the
spot can be proven.
13 Payment
13.1
Executing Agent submits monthly invoices in accordance with progress of the
job.
13.2
Contracting Agency will make payment of invoices for actual costs within ten
(10) working days after receipt of the bills. The payment cannot exceed 80% of
the contracted sum. The final 20% will be payable after the Contracting Agency
has concluded that the work has been finalised appropriately.
14 Copyright
14.1
Unless otherwise provided, all reports, studies, data, materials prepared by
Executing Agent in the executions of the Agreement shall be confidential and
shall be exclusive property of the Executing Agent and Contracting Agency
except such documents, which are subject to any third party copyright.
14.2
Materials, which are being prepared for third party final beneficiaries, can be
freely used by the final beneficiary, for use within the scope of the Services
solely.
14.3
Executing Agent may retain copies of such documents, data, materials but shall
not use them for purposes unrelated to this Agreement without prior written
approval of the Contracting Agency.
14.4
All reports shall be produced in 4 copies; 2 in English and 2 in Swahili.
14.5
Materials in use for training and educational efforts shall be Swahili, with
one copy in English. Materials shall be forwarded to the Contracting Agency for
approval prior to the execution of training sessions.
15 Interruption delay or termination
15.1
If in the opinion of the Contracting Agency it appears desirable that this Agreement
should be terminated for reasons not associated with poor performance by
Executing Agent, Contracting Agency may, at a written notice of five (5)
calendar weeks inform Executing Agent of their decision. In the event of the
Agreement being terminated, Executing Agent shall take such steps as are
necessary to bring the Services to an end at a cost effective, timely and
orderly manner.
15.2
This Agreement may be terminated either by Executing Agent or Contracting
Agency by written notice if at any time the other party commits grossly
negligent breach of its obligations or if any party becomes bankrupt.
16 Ruling law, disputes and arbitration
16.1
This Agreement shall be interpreted in accordance with Tanzanian law.
16.2
All disputes arising in connection with the Agreement shall be finally settled
by arbitration. A team of arbiters shall be appointed. The team will be
composed of a member appointed by the Executing Agent, a member appointed by
the Contracting Agency and a member to be appointed by the Royal Netherlands
Embassy. The ruling, by simple majority, shall be binding to Executing Agent
and Contracting Agency.
Annex A Specification of Services
Annex B Date of commencement and duration
The assignment will start …… and will last until …….
Annex C Budget
The
following budget is decided upon (all amounts in TShs. 000):
1
Fees
Name of expert …… days …… amount ……
2
DSA
Name of expert …… days …… amount ……
3
Direct costs …… …… amount ……
4
Reimbursables …… …… amount ……
Total
……
Annex D Personnel and team leader
Proposed
team leader: ……
Personnel: ……
Annex E Other issues
