E-DRUG: Urgent request for Applications for Short term consultants on product and service donations (update)
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Issuance Date: 7 March 2008
Closing Date: 17 March 2008
Closing Time: 16:00 hours, Central European Time
Short term consultants for analysis of key issues in support of
a product and service donations policy
Dear Sir/Madam:
The Global Fund to Fight AIDS, Tuberculosis and Malaria is seeking
applications from qualified individuals to provide services as Short-term
Consultants for analysis of key issues in support of a product and service
donations policy, as fully described in Section A (Statement of Work) of
this Request For Applications (RFA).
To this end, this RFA consists of this cover letter and the following:
Section A: Statement of Work
Section B: Selection Criteria
Section C: Instructions to Applicants
Section D: Standard Provisions
Section E: Attachments
Any Amendments to this RFA will be posted on the Global Fund website at:
http://www.theglobalfund.org/en/business opportunities. Applicants are
encouraged to check this website periodically.
The Global Fund intends to award contract to qualified Applicants whose
submission in response to this RFA best demonstrate the requirements laid
out in the Selection Criteria specified in Section B of this RFA.
The period of performance of the work will be approximately eight weeks
from the date of award which will be no later than April 7th 2008. However,
the fourth consultant working in the key areas of IV Market Impact
specified in the Statement of Work (Attachment A) is expected to start in
June 2008.
If you decide to submit an application in response to this solicitation, it
must be submitted in accordance with Section C of this RFA, entitled
“Instructions to Applicants.
Applications must be received no later than 16:00 hours, Central European
Time, 17 March 2008.
Application must be submitted in English and consists of the following:
(1) Cover letter including a brief explanation of your interest in the
project;
(2) Resume;
(3) Complete biographical data sheet; and,
(4) Proposed daily rate.
RFA-HQ-GVA-08-008
Short term consultants for analysis of key issues in support of a product
and service donations policy
Page 11 of 2020
The Global Fund: (i) intends to award a contacts to the responsible offeror
whose applications conforming to this RFA offer the greatest value in terms
of the selection criteria (cost and technical factors); (ii) may award
contract(s) on the basis of initial applications received, without
discussions or negotiations. Thus, each initial application should contain
the applicant's best terms from a cost and technical standpoint; (iii)
reserves the right to enter into discussions with one or more applicants in
order to obtain clarifications or additional detail in their resumes or
other aspects of the application, or negotiate the daily rate or price;
(iv) may reject any or all applications; accept other than the lowest daily
rate, more than one application, or alternate applications; waive
informalities and minor irregularities in application received; and, cancel
this RFA.
The Global Fund will be under no obligation to reveal, or discuss with any
applicant, how an application was assessed, or to provide any other
information relative to the selection process. Applicants whose
applications are not selected will be notified in writing of this fact, and
shall have no claim whatsoever for any kind of compensation.
This letter and its attachments shall not be construed as a contract or a
commitment of any kind. This Request for Applications in no way obligates
the Global Fund to award a contract, nor does it commit the Global Fund to
pay any cost incurred in the preparation and submission of the application.
Any questions and/or requests for clarifications must be submitted in
writing via email at Riana.Napitupulu@theglobalfund.org and
celine.serot@theglobalfund.org.
Sincerely,
Riana Napitupulu
Senior Contracts Specialist
SECTION A: STATEMENT OF WORK
PROJECT: Product and service contributions policy options development
UNIT : External relations, Global Fund to Fight AIDS, TB & Malaria
I. BACKGROUND
The Global Fund to Fight HIV/AIDS, Tuberculosis and Malaria (the Global
Fund) was established in 2001 to raise and disburse additional resources to
make a significant contribution to the reduction in infection, illness and
death resulting from the three pandemics. These diseases kill over 6
million people each year, and the numbers are growing. To date, the Global
Fund has committed $10 billion to over 520 programs in 136 developing
countries to support aggressive interventions against all three diseases;
approximately 49% of the funding is budgeted for the purchase of medicines,
essential health products and commodities.
The Global Fund Board’s Joint Steering Group (JSG) on product and service
donations has recently appointed a Technical Working Group (TWG) to explore
the issue of product and service donations to the Global Fund. The issue of
product and service donations was first discussed at the Global Fund in
October 2002. However, no policy has ever been adopted with regards to the
issue due to the differing viewpoints and complexity of the subject. With
the objective of re-opening the subject and reaching a consensus, the TWG
is working closely with the Secretariat with the view to developing policy
options in relation to the issue of product and service donations. The
policy will be submitted to the committees of the Board in
September-October and to the Board in November 2008. To that effect,
several possible options are now being developed and four priority areas
have been identified for further analysis and study. These studies will
provide an objective cost-benefit analysis on the basis of which the Global
Fund can be advised on a policy on donations. These priority areas are:
i. Recipient Sovereignty: It has been argued that product and service
donations could create difficult issues for grant recipients, if the Global
Fund were to facilitate or encourage acceptance of product and service
donations. It is unlikely that the Global Fund would require grant
recipients to accept donations given its country-driven approach.
Nevertheless, acceptance of donations could be seen as an endorsement of
those products. It is therefore important to consider the
positive/negative impact of the Global Fund encouraging or facilitating
donations for grant recipients. It has been argued by some that
encouraging grant recipients to accept product and service donations could
lead to the unfavorable situation where recipients may accept product and
services which they ordinarily would not have procured, resulting in
programs which are neither based on need nor holistic in nature.
ii. Donor Participation: In order to decide whether or not to implement a
useful product and service donations program it would be necessary to study
the conditions under which donors would participate in such a program as
well as to identify the potential products and services (and their value)
which could be donated. Indeed, it is imperative for the GF board to have a
clear idea of what could be available for donation before making such a
decision.
iii. Management Costs: Product and service donations could result in
significant additional management and administrative costs to the Global
Fund (in relation to the Secretariat’s current cost structure and/or the
total value of the products/services donated). It would thus be necessary
to investigate the potential management costs to the Global Fund of
implementing a product and service donations program where the Fund to
decide to accept donations.
iv. Market Impact: It has been argued that product and service donations
could create a negative market impact by stifling competition, either from
global competitors in an embryonic or moderately fragmented market, or
local competitors in infant industries. Some have argued that the potential
inability of local service or product providers to compete with free offers
could result in the suppression of valuable local knowledge and capacities.
Concern has also been expressed that donations could be used by a supplier
as a form of predatory pricing to capture market share either by inducing
the adoption of or switching to a particular product or service.
II. SCOPE OF WORK
The selected Consultant(s) shall assist the Joint Steering Group in the
development of policy options on product and service donations. The
Consultant(s) shall conduct a thorough analysis of:
i. The potential negative/positive impact of a product and service
donations program on Global Funds’ grant recipients and the potential
level of recipients’ participation and interest;
ii. The potential value and categories of products and services which
could be donated to the Global Fund;
iii. The management costs that could be incurred by the Global Fund in the
potential implementation of a product and service donations program;
iv. The potential negative/positive impact of a product and service
donations program on the respective markets for those products or services.
The following are the four Key Study Areas to be analyzed by each selected
consultant.
Note: You may choose to apply for more than one of the Study Areas if you
believe that you have the necessary skills and requirements to do so.
1. STUDY AREA I: RECEPIENT SOVERIGNTY
To facilitate the work of the consultants, a number of â€~straw man’ working
hypotheses have been developed, which describe how donations of products
and services could conceivably be handled by the Global Fund. The working
hypotheses are tools to permit the development of quantitative models and
analysis of impacts, and in no way should be construed to indicate any
bias, either towards or against, the adoption of any particular policy.
1.2 Key Analysis Questions:
1) What is the expected number of recipients who would participate in a
product/service donations program at the Global Fund and what would be the
likely value of accepted goods and services?
2) What are the potential problems/benefits of accepting donations from
the Global Fund on the recipients’ drug policies, delivery mechanisms and
therapeutic guidelines?
3) Under what conditions/requirements would recipient countries
participate in a potential product/service donations program?
4) What factors/conditions in a potential product/service donations
program could compromise the sovereignty of recipient countries?
5) What is the impact of product and service donations on the
development/strengthening of recipient country procurement and distribution
capacities?
6) If the Global Fund were to design a product/service donations
program, how could it do so in a way as not to compromise the sovereignty
of its recipient countries?
1.2 Deliverables
i. Design an analytical approach/methodology for investigation and
consultations with the objective of:
a. Assessing the potential negative/positive impact of a product and
service donations on the sovereignty of Global Funds’ recipients;
b. Testing the working hypotheses against synthesized findings.
ii. Conduct thorough review of experience to date in this area based on
previously performed studies;
iii. Conduct limited interviews with identified recipients:
a. Identify a set of recipient countries for study and a set of
appropriate individuals/experts in the recipient countries for interview;
b. Develop a discussion guide for use in consultations/interviews.
iv. Analyze and synthesize findings including the expected number of
recipients who would participate in such a program and the conditions for
participation;
v. Provide presentation and recommendations to guide the Global Fund in
developing a production services donations policy / policy options.
2. KEY STUDY AREA II: DONOR PARTCIPATION
2.1 Key Analysis Questions:
1) What is the anticipated potential value of donated products and
services to the Global Fund where it to engage in a product/service
donations program? This should be calculated using the WHO Interagency
Guidelines as a base, which specifies that the value of a drug donation
should be based on the wholesale price of its generic equivalent in the
recipient country, or , if such information is not available on the
wholesale world-market price for its generic equivalent�. (Principle 11)
a. Which products/services have already been donated or offered to the
Global Fund and from whom?
b. Of this total (or in addition to this total), which product/service
categories would hold the most value, if any, with regards to donations to
the Global Fund?
2) Under which conditions/requirements would donors be willing to
actively participate in a product/service donations program at the Global
Fund and how would this relate to various potential options?
3) What demands are potential donors ready to accept and absorb for an
effectively managed donations program? This could include, for instance,
payment for the cost of international transport and fulfilling all the
quality assurance principles of the Global Fund as well as fulfilling the
demands of recipient countries (or their procurement agents), complete
review of the product including both product dossier and manufacturing
standards at the production facility, and/or WHO pre-qualification
standards.
2.1 Deliverables
i. Design an analytical approach/methodology for investigation and
consultations with the objective of:
a. Assessing the potential value and categories of product and services
which could be donated to the Global Fund ;
b. Testing the working hypotheses against synthesized findings.
ii. Conduct thorough review of experience to date in this area based on
previously performed studies;
iii. Conduct limited interviews with identified potential product/service
providers;
a. Identify a representative sample of producers/service providers from
which Global Fund recipients tend to procure products and services;
b. Develop a discussion guide for use in consultations/interviews.
iv. Analyze and synthesize results including quantification of potential
annual value to be achieved in a product and service donations program as
well as conditions for donor participation;
v. Provide recommendations to guide the Global Fund in developing a
production services donations policy / policy options.
3. KEY STUDY AREA III: MANAGEMENT COSTS
3.1 Key Analysis Questions:
1) What level of expenditure should the Global Fund expect if it were to
engage in the development and implementation of a successful
product/service donations program?
2) What would be the best way for the Global Fund to reduce management
costs were it to be engaged in the development and implementation of a
product/service donations program?
3.2 Deliverables
i. Identify key cost drivers for each policy option developed, including
the impact on internal procurement processes of the Global Fund;
ii. Identify and consult with comparable organizations with the objective
of benchmarking management costs;
iii. Estimate management costs for an in - house program structure and an
out - sourced program structure;
iv. Analyze and synthesize results, as well as provide presentation and
recommendations to guide the Global Fund in developing a production
services donations policy / policy options.
4. KEY STUDY AREA IV: MARKET IMPACT
4.1 Key Analysis Questions
1) How would a potential product/service donations program at the Global
Fund impact markets, both globally and in - recipient country?
2) What would be the likely impact of a donations program on local
competition within a recipient country?
3) If the Global Fund were to adopt and implement a product/service
donations program, how would the use of different known mechanisms and
models impact global and recipient country markets?
4.2 Deliverables
1) Devise an analytical approach and indicators of measurement to:
a. Estimate the potential broader economic and intra-market impact of a
product and service donations program;
b. Assess the potential value and categories of products and services
which could be donated to the Global Fund
2) Develop a methodology to conduct the economic analysis;
3) Engage in secondary research on previous study/analysis conducted
related to this topic;
4) Conduct primary research as needed, including interviewing a sample
of local producers of products and services;
5) Analyze and synthesize results, as well as provide recommendations to
guide the Global Fund in developing a production services donations
policy/policy options.
III. PERFORMACE PERIOD
The period of performance of the work will be approximately eight weeks
from the date of award which will be no later than April 7th 2008. However,
the fourth consultant working in the key area of Management costs specified
in the Statement of Work (Attachment A) is expected to start in June 2008.
IV. RELATIONSHIPS AND RESPONSIBILITIES
a. Administrative Contracting Office
The administrative Contracting Office for the contract resuolt8ing from
this RFA is.
The Global Fund to Fight AIDS, Tuberculosis and Malaria
BSU/Contracts Office
Chemin de Blandonnet 8
1214 Vernier
Geneva, Switzerland
b. Technical Direction
The Consultant/S will work under the overall technical direction of the
Global Fund, the Head of Private Sector Partnerships Department of or
his designee. Contact details are as follows.
The Global Fund to Fight AIDS, Tuberculosis and Malaria
Chemin de Blandonnet 8
1214 Vernier
Geneva, Switzerland
Mamissa mboob
+41 22 791 18245
Mamissa.mboob@theglobalfund.org
V. LOGISTICAL SUPPORT
The contractor will be responsible for all logistic support in performing
the requirements under this contract.
SECTION B: SELECTION CRITERIA
The Global Fund will evaluate applications submitted in response to this
RFA against the selection criteria set forth below.
The Selection Criteria are divided into â€~technical’ and â€~cost’ factors. In
assessing each application, the Global Fund will allocate greater
importance to technical factors than to cost factors.
I. Technical Factors
1. Understanding of the Work and past performance:
The extent to which the applicant’s statement of interest and
understanding of the work demonstrate competency in relation to the
issues identified in the four stream through past conducted studies,
experience of wok.
2. Work Experience:
Health Economist/Medical Doctor/Pharmacist with extensive experience in:
i. Product and service donations programs;
ii. Procurement and distribution of products in developing countries; of
health products is desirable;
iii. Economic knowledge and analytical skills related to the market
dynamics of health products;
iv. Experience/knowledge in the Global fund financing model or similar is
desirable.
3. Education:
Degree in Public Health, Pharmacy, Medicine, Economics, Finance or other
relevant discipline; higher degree is desirable.
II. Cost Factors
Candidates’ proposed daily rate (submitted in the Application Sheet â€"
Attachment 1) will not be scored, but they will be a selection factor and
considered in making a best value determination. Although technical
evaluation criteria are significantly more important than cost, the closer
the technical evaluation scores of the various applications are to one
another, the more important cost considerations will become. Therefore,
the proposed daily rate may become a determinant factor in making award.
SECTION C - INSTRUCTIONS TO CANDIDATES
I. GENERAL
The Global Fund to Fight AIDS, Tuberculosis and Malaria is seeking
applications from qualified individuals to provide services as Short-term
Consultants for analysis of key issues in support of a product and service
donations policy, as fully described in Section A (Statement of Work) of
this Request For Applications (RFA).
The period of performance of the work will be approximately eight weeks
from the date of award which will be no later than April 7th 2008. However,
the fourth consultant working in the key areas of IV Market Impact
specified in the Statement of Work (Attachment A) is expected to start in
June 2008.
The Global Fund: (i) intends to award a contact to the responsible offeror
whose application conforming to this RFA offers the greatest value in terms
of the selection criteria (cost and technical factors); (ii) may award a
contract on the basis of initial application received, without discussions
or negotiations. Thus, each initial application should contain the
offeror's best terms from a cost and technical standpoint; and, (iii)
reserves the right to enter into discussions with one or more applications
in order to obtain clarifications or additional detail in the technical
application or other aspects of the application, or negotiate the daily
rate or price.
The Global Fund may (a) reject any or all applications, (b) accept other
than the lowest daily rates, (c) accept more than one application, (d)
accept alternate applications, (e) waive informalities and minor
irregularities in applications received, and (f) cancel this RFA.
The Global Fund will be under no obligation to reveal, or discuss with any
offeror, how an application was assessed, or to provide any other
information relative to the selection process. Offerors whose applications
are not selected will be notified in writing of this fact, and shall have
no claim whatsoever for any kind of compensation.
Any questions and/or requests for clarifications must be submitted in
writing via email to Riana.Napitupulu@theglobalfund.org and
celine.serot@theglobalfund.org
This RFA and its attachments shall not be construed as a contract or a
commitment of any kind. This Request for Applications in no way obligates
the Global Fund to award a contract, nor does it commit the Global Fund to
pay any cost incurred in the preparation and submission of the application.
II. INSTRUCTIONS FOR THE PREPARATION OF THE APPLICATION
Applicants must submit a separate technical and cost application, as
follows:
Application must indicate which Study areas s/he is interested.
Applicant may choose to apply for more than one of the Study Areas if you
believe that you have the necessary skills and requirements to do so.
A. Technical Application
1) Cover Letter
Applications should include a letter outlining interest in the project,
availability and summarizing relevant experience and qualifications as
they pertain to the Selection Criteria outlined in Section B of this
RFA.
2) Work Experience: Resume or CV
Please provide a CV which lists and describes prior experience relevant
to the desired skills as outlined in the Selection Criteria. Please
also include the duration of each job or assignment, and contact details
(with current E-mail address) for a reference for each assignment.
3) Education:
Please list your educational background.
B. Cost Application
1) Complete Application Sheet (See Attachment 1)
2) Please submit a complete Biographical Data Sheet (See Attachment 2)
including base salary history in block 13 and consultancy rates in block
14 (if any) for the past three years. Bio-Data sheets must be signed.
Block 6 must be completed with your proposed daily rate.
Applicants must comply with the definition of salary under block 13 and/or
14 of the biographical data sheet, and specify actual base salaries
received. Employer’s name, address, email, and phone number must be
specified.
Annual salaries will be converted to daily salaries by dividing the annual
figure by 260 workdays per year [Note: The annual salary is base salary
exclusive of bonuses, profit sharing arrangements, commissions, overtime,
post differential, cost of living or dependent allowance, consultant
fees.]
The maximum daily salary for the period of the contract resulting from
this RFP shall not exceed WHO/TGF maximum consulting rate which is
currently US$400. Actual salaries may be negotiated but shall not exceed
the maximum WHO/GF rate in effect at the time the contract is issued.
However, under exceptional circumstances the Global Fund’s requirement may
be waived.
III. APPLICATION SUBMISSION
1) Submission of applications by E-mail: Submit applications by e-mail
attachment formatted in Microsoft Word and/or Excel to
Riana.Napitupulu@theglobalfund.org and celine.serot@theglobalfund.org . In
order to ensure consideration of your application, please use the following
subject line for your e-mailed submission:
“__ (Applicant’s name)__RFP No. HQ-GVA-08-008�
2) Faxed applications are not acceptable.
3) All applications in response to this RFA must be submitted no later
than 16:00 hours, Central European Time, 17 March 2008.
4) Proposals which are submitted late or are incomplete or
non-responsive may not be considered in the review process.
5) Applicants may confirm with Celine Serot at
celine.serot@theglobalfund.org by the closing date and time, that their
e-mail submissions were successfully received by the required due date and
time.
SECTION D - STANDARD PROVISIONS
(These standard provisions are applicable to, and incorporated into all
Global Fund contracts)
1. REPRESENTATIONS AND WARRANTIES OF THE CONTRACTOR
1.1 Compliance with Applicable Laws. The Contractor represents and
warrants that:
a. it holds all permits, licenses, certificates, registrations,
variances, exemptions, orders, franchises, and approvals of any and all
governmental authorities or other entities necessary or required by
applicable law for the lawful conduct of its business, including the
performance of the Services. The Contractor shall abide by any and all
applicable laws and regulations including, but not limited to,
labor/employment laws and regulations; and
b. the execution, delivery and performance by the Contractor of this
Contract and all instruments thereunder will not violate any provision of
any existing law or regulation binding on the Contractor, or of the
governing instruments of the Contractor, or any agreement, instrument, or
undertaking to which the Contractor is a party or by which the Contractor
may be bound, the violation of which would have a material adverse effect
on the ability of the Contractor to perform Services under this Contract.
1.2 Authority; Enforceability. The Contractor warrants that it has the
necessary power and authority to execute and deliver this Contract and
has the necessary power and authority to perform all obligations
required hereunder. The execution of this Contract and each instrument
hereunder has been or shall be executed by a duly authorized officer of
the Contractor, and constitutes a valid and legally binding obligation
of the Contractor enforceable against the Contractor subject, as to
enforcement, to the effect of bankruptcy, insolvency, or similar laws
affecting the enforcement of creditors’ rights.
1.3 Litigation. The Contractor warrants that there is no action, suit or
proceeding before or by any court pending or, to the best knowledge of
the Contractor, threatened that, if determined adversely to the
Contractor, would have a material adverse effect upon the performance
by the Contractor of its duties under this Contract.
1.4 Insurance. The Contractor warrants that it shall obtain and maintain:
a. adequate insurances against all risks in respect of any property and
any equipment used for the execution of this Contract;
b. adequate workers compensation insurance or equivalent insurance for
its staff members, consultants or sub-contractors to cover claims for
accident, illness, injury or death in connection with the performance of
this Contract;
c. liability insurance in an adequate amount to cover third party claims
(including WHO/Global Fund) for death or bodily injury, or loss or damage
to property, arising from or in connection with the performance of this
Contract, reasonably acceptable to WHO/Global Fund, naming WHO/Global Fund
as an additional assured party, before the commencement of the work;
d. such other insurance with financially responsible insurers in such
amounts and covering such risks as are in accordance with normal industry
practice for companies
e. engaged in businesses similar to those of the Contractor with regard
to contracts of this type.
The Contractor shall, upon request, provide WHO with satisfactory
evidence of the insurance required under this Article.
1.5 Liability. The Contractor hereby indemnifies and holds WHO/Global
Fund harmless from and against the full amount of any and all claims
and liabilities, including legal fees and costs, which may be made,
filed or assessed against WHO/Global Fund at any time and based on, or
arising out of, breach by the Contractor of any of its representations
or warranties under the Contract, regardless of whether such
representations and warranties are explicitly incorporated herein or
are referred to in any attached annexes.
2. CONFIDENTIALITY
2.1. The Contractor shall not utilize any notes, data, designs,
spreadsheets, or other materials relating to WHO/Global Fund that were
generated by the Contractor in connection with the performance of the
Services under this Contract, other than solely for internal purpose.
2.2 The Contractor shall keep confidential all information and
documentation to which the Contractor may gain access during, or as a
result of, the implementation and execution of the Contract.
Accordingly, the Contractor shall not use or disclose such information
for any purpose other than the performance of its obligations under the
Contract. Nor shall the Contractor at any time use such information or
documentation to private advantage. These obligations do not lapse upon
termination of this Contract. The Contractor shall ensure that each of
its employees and/or other persons and entities having access to such
information shall be made aware of, and be bound by, the obligations of
the Contractor under this paragraph.
2.3 However, there shall be no obligation of confidentiality or
restriction on use, where the Contractor is clearly able to demonstrate
that such information and/or documentation: (i) is publicly available,
or becomes publicly available, otherwise than by any action or omission
of the Contractor, or (ii) was already known to the Contractor (as
evidenced by its written records) prior to becoming known to the
Contractor in the implementation and execution of this contract; or
(iii) was received by the Contractor from a third party not in breach of
an obligation of confidentiality.
2.4 At the written request of the Contractor, WHO/Global Fund may issue
a written statement releasing the Contractor from its obligations of
confidentiality in respect of certain information for scientific or
development purposes only.
3. PUBLIC ANNOUNCEMENTS AND ADVERTISING
3.1 Any communications by the Contractor to the public, and in
particular to the mass media or any public forum whatsoever (including
press, radio, television, cinema, internet) relating to this Contract
shall be subject to prior authorization in writing by WHO/Global Fund.
If WHO/Global Fund authorizes the Contractor to supply the public with
information, the Contractor shall ensure that such information is provided accurately.
3.2 In no case shall the Contractor use the name, the emblem or the
official seal of WHO or the Global Fund, or any abbreviation thereof,
without the advance written consent of WHO/Global Fund. Without
WHO/Global Fund’s prior written approval, the Contractor shall not, in
any statement of an advertising or promotional nature, refer to its
relationship with WHO/Global Fund or to this Contract.
4. COPYRIGHT AND OTHER INTELLECTUAL PROPERTY
4.1 WHO/Global Fund shall be entitled to all intellectual property and
other proprietary rights including but not limited to patents,
copyrights, and trademarks, with regard to products, or documents and
other materials which are produced or prepared or collected in
consequence of or in the course of the execution of this Contract. At
WHO/Global Fund’s request, the Contractor shall take all necessary
steps, execute all necessary documents and generally assist in securing
such proprietary rights and transferring them to WHO/Global Fund in
compliance with the requirements of applicable law.
4.2 Any materials already developed and copyrighted by the Contractor or
other providers remain with that copyright and will be acknowledged as
such.
4.3 The Contractor warrants and represents that the Contractor Work
Product shall not violate the rights of any third parties.
5. TERMINATION
5.1 In the case of default by the Contractor of any obligation under
this Contract, including, but not limited to, failure or refusal to
perform the Services to the standard required by WHO/Global Fund or
within the time specified, or breach or non compliance or insufficient
compliance with any of its terms, or if the Contractor is adjudicated
bankrupt or formally seeks relief of its financial obligations,
WHO/Global Fund may, by written notice to the Contractor, terminate this
Contract in whole or in part, with immediate effect.
5.2 If WHO/Global Fund considers, in its sole discretion, that the
purpose of this Contract can no longer be achieved, it may terminate
this Contract in whole or in part by giving written notice of
termination to the Contractor. The notice shall include the effective
date of the termination, which may be immediately or at some time in the
future.
5.3 In the event of a termination, the Contractor shall immediately
deliver and transfer all work products and materials so far produced to
WHO in accordance with WHO ownership rights referred to in section 4
above.
5.4 The provisions of sections1, 2, 3, and 4 of these Standard
Provisions of this Contract shall remain valid and survive after its
completion or termination for whatever reason.
6. FORCE MAJEURE
No party to the Contract shall be responsible for a delay caused by
force majeure: that is, a delay caused by strike, lock-out, foreign or
civil war, or any other similar event outside his control, it being
agreed, however, that WHO/Global Fund shall be entitled to terminate the
Contract (or any part of the Contract) forthwith if the implementation
of the work is delayed or prevented by any such reason for an aggregate
of 30 days. Such termination shall be subject to payment of an
equitable part of the contract sum and/or other reasonable charges. In
the event of such termination, the Contractor shall, in accordance with
the ownership rights referred to in Section 4, deliver to WHO/Global
Fund all work products and other materials so far produced.
7. SETTLEMENT OF DISPUTES
7.1 Conciliation; Arbitration. Any dispute, controversy or claim
arising out of or relating to the Contract, including the breach,
termination, or invalidity thereof shall, unless settled amicably by
direct negotiation, will be settled by conciliation according to such
procedure as may be agreed between the parties. In the event of failure
of conciliation, the disputes will be settled by arbitration. The
arbitration will be conducted in accordance with the modalities to be
agreed upon by the parties, or in the absence of agreement, with the
rules of arbitration of the International Chamber of Commerce. There
shall be one arbitrator. The language of the arbitration shall be
English. The place of arbitration is Geneva. The parties will accept
the arbitral award as final.
7.2 Reference Law. Any matter relating to the interpretation or
application of this Contract which is not covered by its terms will be
resolved by reference to the laws of Switzerland (including the Swiss
Code of Obligations, Article 394 and following).
8. RESPONSIBILITY
8.1 The Contractor will be responsible to ensure that the services
rendered under the Contract are in accordance with the specifications
and the time prescribed under or pursuant to this Contract.
8.2 The Contractor shall be responsible for the professional and
technical competence of its employees, consultants and sub-contractors
and will select, for work under this Contract, reliable individuals who
will perform effectively in the implementation of the Contract, respect
the local customs, and conform to a high standard of moral and ethical
conduct.
9. SUCCESSORS AND ASSIGNEES
This Contract shall be binding on the successors and assignees of the
Contractor and the Contract shall be deemed to include the Contractor’s
successors and assignees, provided, however, that nothing in this
Contract shall permit any assignment without the prior written approval
of WHO/Global Fund.
10. SUB-CONTRACTING
In the event the Contractor requires the services of sub-contractors,
the Contractor shall obtain the prior written approval and clearance of
WHO/Global Fund for all sub-contractors. The approval of WHO/Global
Fund of a sub-contractor shall not relieve the Contractor of any of its
obligations under this Contract. The terms of any sub-contract shall be
subject to and conform to the provisions of this Contract.
11. PRIVILEGES AND IMMUNITIES
Nothing contained in this Contract and/or its Appendices shall
constitute or may be construed as a waiver of, or limitation upon, WHO´s
privileges and immunities.
12. TAX EXEMPTION
12.1 Section 9 of the Convention of 21 November 1947 on the Privileges
and Immunities of the Specialized Agencies provides that WHO, including
its subsidiary organs, assets, income and other property, is exempt from
all direct taxes and exempt from customs duties in respect of articles
imported or exported for its official use. In the event any authority
refuses to recognize WHO/Global Fund’s exemption from such taxes, duties
or other similar charges, the Contractor shall immediately consult with
WHO/Global Fund to determine a mutually acceptable procedure.
Accordingly any payments by WHO/Global Fund to the Contractor shall
reflect any tax exemptions to which WHO/Global Fund is entitled by
reason of the immunity it enjoys. As regards duties and other indirect
taxes, the Contractor shall list such charges on invoices as a separate
item and, to the extent required, cooperate with WHO to enable
reimbursement thereof.
12.2 All prices included in this Contract hereunder are net, and reflect
all tax exemptions to which WHO/Global Fund is entitled.
13. LANGUAGE
Language of Work Product. The Contractor will prepare all original
materials required under any Contract in English, unless WHO/Global Fund
directs otherwise in writing or in a particular Work Order.
14. NOTICES
All notices to be given under the Contract must be in writing and sent
to the address or fax number of the intended recipient set out in the
Cover Sheet of this Contract or to any other address or fax number which
the intended recipient may designate by notice given in accordance with
this Article. Any notice may be delivered personally or sent by first
class pre-paid registered mail or by fax, and it will be deemed to have
been served:
(i) if by hand, when delivered;
(ii) if by first class registered mail, 48 hours after posting if
posted within Switzerland, and 7 days in all other cases; and
(iii) if by fax, when dispatched provided the sender’s fax machine
produces automatic receipt of error free transmission to the intended
recipient’s fax number.
15. RELATION BETWEEN THE PARTIES
Nothing in this Contract shall be deemed to constitute any employer/
employee relationship, or any partnership or joint venture, between the
Parties or constitute either Party as the agent of the other. In this
respect, each Party shall be solely responsible for the manner in which
the work is carried out. Thus, WHO/Global Fund shall not be responsible
for any loss, accident, damages or injury suffered by any person
whatsoever arising in or out of the execution of this work, including
travel. For travel in WHO/Global Fund vehicles, WHO/Global Fund has,
whenever possible and without prejudice to the foregoing, obtained
passenger insurance covering inter alia the contractual partner.
Without prejudice to the fact that WHO/Global Fund does not assume any
liability in regard to the execution of the work under this Contract,
including travel undertaken in connection with such work, in case of
travel in WHO/Global Fund vehicles, WHO/Global Fund’s liability (if any)
shall in no event exceed the amount of any insurance coverage.
16. AMENDMENTS; WAIVER
1. Provisions of this Contract may only be amended, waived, discharged
or terminated by written communication signed by authorized
representatives of both WHO/Global Fund and the Contractor.
2. The waiver, by an act, omission or knowledge of either Party, its
Agent or its employees, of any provision or breach of the contract shall
not prevent subsequent enforcement of such provision or excuse further
breaches. Best wishes from Kathmandu