ANNEX A TERMS AND CONDITIONS OF UNOPS INDIVIDUAL

ANNEX A

TERMS AND CONDITIONS OF UNOPS INDIVIDUAL CONTRACTOR

AGREEMENT

Note: In this Annex A, the terms “the Agreement” and “this Agreement” mean the agreement

between the Individual Contractor and UNOPS, as constituted by this Annex A and such

other documents as the Parties have agreed. “Parties” means the Individual Contractor and

UNOPS.

1. DURATION OF AGREEMENT

1.1. Subject to article 1.2 below, this Agreement shall expire without prior notice upon

satisfactory completion of the Services (as defined below), unless sooner terminated under

the terms and conditions of this Agreement.

1.2. The Individual Contractor must complete the Services by the date specified in the

Schedule of Particulars. If the Individual Contractor fails to do so, this Agreement shall be

automatically terminated at the end of said date, without prejudice to UNOPS’ right to

compensation for said failure.

1.3. This Agreement carries no expectation of renewal or of conversion to any other type of

contract in any activity of UNOPS or any other UN organization.

2. TERMS OF REFERENCE

2.1.The Individual Contractor shall provide the Services in the duty station(s) specified in the

Schedule of Particulars. The Individual Contractor’s Functional Title is as specified in the

Schedule of Particulars.

2.2.The Individual Contractor shall provide the services set out in Annex B (the “Services”).

The Individual Contractor shall commence providing the Services on the date specified in the

Schedule of Particulars.

3. REMUNERATION

3.1. As full consideration for the services performed by the Individual Contractor under the

terms and conditions of this Agreement, UNOPS shall pay the Individual Contractor upon

certification that the services have been satisfactorily performed in accordance with this

Agreement the fee specified in the Schedule of Particulars. UNOPS may decide in writing to

dispense with certification. If the Individual Contractor’s fee is specified as a monthly rate,

and the Individual Contractor is only entitled to be remunerated for part of a calendar month:

the fee for said part month shall be calculated according to UNOPS’ policy on this issue as it

may be amended from time to time. The Individual Contractor shall upon receiving UNOPS’

written notification refund to UNOPS any money that the Individual Contractor was not

entitled to receive.

3.2. The Individual Contractor shall not be entitled to any travel at UNOPS expense or any

travel-related reimbursement or payment except where expressly provided in the Agreement

and/or in the UNOPS Administrative Instruction “Official Duty Travel - Individual

Contractors” (Ref: AI/CSG/2010/03), as may be amended from time to time.

4. PARTICIPATION IN THE UNOPS PROVIDENT FUND

4.1. Except if expressly stated to the contrary in the Schedule of Particulars, this Agreement

is subject to the UNOPS policies and other administrative issuances regarding the UNOPS

Provident Fund (as they may be introduced and/or amended from time to time). Without

limiting the generality of the foregoing: the UNOPS Provident Fund policy (as it may be

amended from time to time) shall determine whether the Individual Contractor must be a

participant of the UNOPS Provident Fund and, if the Individual Contractor is a participant,

the amounts that the Individual Contractor and UNOPS must contribute to the UNOPS

Provident Fund and the benefits that the Individual Contractor will receive from the UNOPS

Provident Fund.

5. ELIGIBILITY FOR LEAVE, INSURANCE, AND OVERTIME COMPENSATION

Subject to section E of the document signed by the Individual Contractor, the Individual

Contractor’s eligibility for leave, health insurance coverage, Malicious Acts Insurance

coverage, service-incurred illness, injury and death insurance and overtime compensation

shall be determined as indicated below.

5.1.The Individual Contractor’s entitlement for absence due to illness without reduction in

his/her fee, subject to meeting all other requirements contained in the provisions of UNOPS’

leave policy (or any other policy that has been specified as applicable), is as specified in the

Schedule of Particulars.

5.2.The Individual Contractor’s entitlement to annual leave without reduction in his/her fee,

subject to meeting all other requirements contained in the provisions of UNOPS’ leave policy

(or any other policy that has been specified as applicable), is as specified in the Schedule of

Particulars.

5.3.The Individual Contractor’s entitlement to maternity/paternity leave without reduction in

her/his fee is as specified in the Schedule of Particulars.

5.4.The Individual Contractor shall work on week-ends and holidays, unless it is specified to

the contrary in the Schedule of Particulars.

5.5.The Individual Contractor’s entitlement to overtime compensation is as specified in the

Schedule of Particulars.

5.6.The Individual Contractor shall not be covered by UNOPS against injury, illness and

death, except to the extent (if any) specified in the Schedule of Particulars.

5.7.The Individual Contractor shall not be covered by UNOPS against disability and death

resulting from malicious acts, except to the extent (if any) specified in the Schedule of

Particulars.

5.8.Health insurance is not provided by UNOPS, except to the extent (if any) specified in the

Schedule of Particulars.

6. LEGAL STATUS OF THE INDIVIDUAL CONTRACTOR

6.1. The Individual Contractor shall have the legal status of an independent contractor vis-

à-vis UNOPS, and shall not be regarded, for any purpose, as a staff member of UNOPS or

any other entity of the United Nations (hereinafter referred to as “UN”) under the Staff

Regulations and Rules of the UN, or as an “official” of UNOPS or any other entity of the

UN for the purposes of the Convention on the Privileges and Immunities of the United

Nations, adopted by the General Assembly of the UN on 13 February 1946 (hereinafter

referred to as “General Convention”). Accordingly, nothing within or relating to this

Agreement shall be interpreted as establishing a relationship of employer and employee, or

of principal and agent, between UNOPS and the Individual Contractor.

6.2. Nothing in this Agreement shall prevent the Individual Contractor from being

considered as an “expert on mission for the United Nations” under Section 22, Article VI of

the General Convention. Whether or not the Individual Contractor is such an expert is an

issue that, if necessary, will be conclusively determined by the Secretary-General of the

United Nations or his/her delegate.

6.3. The Individual Contractor has no authority or any other right to incur any legal or

financial obligations on behalf of UNOPS or any other UN entity, unless UNOPS

specifically grants authority separately from this Agreement. The Individual Contractor

must not expressly or implicitly represent to any person that he has authority that he/she

does not have.

7 GENERAL RIGHTS AND OBLIGATIONS OF THE INDIVIDUAL

CONTRACTOR

7.1. The rights and obligations of the Individual Contractor are strictly limited to the

express terms and conditions of this Agreement.

7.2. The Individual Contractor recognizes and accepts that the terms and conditions of this

Agreement differ from the terms and conditions applicable to UNOPS staff members

appointed under the UN Staff Regulations and Rules. Accordingly, the Individual

Contractor shall not be entitled to any benefit, payment, subsidy, compensation, entitlement

or pension, except where expressly provided for in this Agreement. The Individual

Contractor is excluded from participation in the United Nations Joint Staff Pension Fund.

7.3. The Individual Contractor shall be responsible for paying any tax levied by his/her

Government or other entities on his/her UNOPS earnings. Under no circumstances shall

UNOPS be responsible for paying or reimbursing such taxes.

7.4. Bank charges related to any payment will be borne by the Individual Contractor. No

statement of earnings will be issued by UNOPS to the Individual Contractor.

7.5. The Individual Contractor must neither seek nor accept any instructions in connection

with UNOPS from any authority external to UNOPS. Should any authority external to

UNOPS seek to impose any instructions on the Individual Contractor in connection

with UNOPS, the Individual Contractor must promptly notify UNOPS and provide all

reasonable assistance required by UNOPS to address this matter. The Individual

Contractor must not take any action that may adversely affect the interests of UNOPS,

and the Individual Contractor must perform his/her obligations under the Agreement

with the fullest regard to the interests of UNOPS. During the period of service with

UNOPS, the Individual Contractor must refrain from any conduct that would reflect

adversely on UNOPS or the rest of the UN system (or both), and must not engage in

any activity that is incompatible with his/her performance of services for UNOPS

under this Agreement.

7.6. Individual Contractor warrants that he/she has not and shall not offer any direct or

indirect benefits arising from or related to the performance of the Agreement or the

award thereof to any representative, official, or any other personnel of UNOPS or any

other UN entity.

7.7. The Individual Contractor shall be solely liable for claims by third parties arising from

his/her own negligent and/or intentional acts or omissions during the course of the

Agreement, and shall ensure that under no circumstances will UNOPS be held liable

for such claims.

7.8. The Individual Contractor shall indemnify, defend, and hold and save harmless

UNOPS, and its officials, agents, employees and individual contractors from and

against all suits, proceedings, claims, demands, losses and liability of any kind or

nature, including, but not limited to, all litigation costs and expenses, attorney’s fees,

settlement payments and damages, based on, arising from, or relating to:

(i) allegations or claims that the use by UNOPS of any device, any material or any

other goods or services provided by the Individual Contractor, in whole or in

part, separately or in combination, constitutes an infringement of any patent,

(ii) allegations or claims that the Individual Contractor during the term of the

Agreement caused injury, loss and damage –whether physical or financial or

both- to anyone not a party to the Agreement, including, without limitation,

allegations and claims in the nature of a claim for workers’ compensation.

7.9. The Individual Contractor must comply with all legislation, ordinances, rules,

regulations, instruments, and other applicable laws in all relevant jurisdictions (e.g.

country of origin, country of residence, country (ies) where services are performed),

including but not limited to those relating to taxation, licences, work permits and visas.

7.10. The Individual Contractor must arrange for any necessary visa(s) and/or work

permit(s). UNOPS will not reimburse the Individual Contractor for visa and/or work

permit fees unless the Individual Contractor is subsequently requested to undertake

travel to additional locations, in which case any visa and/or work permit fees necessary

for said additional locations may be claimed through submission of a travel/expense

claim and supporting documents.

7.11. UNOPS shall, after the expiration or termination of this Agreement, have the

option of requiring the Individual Contractor to assist UNOPS or its client(s) (or both) in

any disputes with third parties. Such assistance may include providing UNOPS or its

lawyers (or both) with information regarding the Individual Contractor’s service under

this Agreement, and serving as a witness in arbitration, conciliation, mediation and/or

similar proceedings. The Individual Contractor shall be remunerated for such assistance

at the same rate as specified in this Agreement. UNOPS may exercise the

aforementioned option by giving the Individual Contractor not less than fifteen (15)

days’ prior notice in writing. Whether or not UNOPS exercises such option, the

Individual Contractor must not provide any assistance (other than serving, subject to the

provisions of this Agreement regarding confidentiality, as an unremunerated fact

witness) to the other party or parties to the dispute without the prior written consent of

UNOPS.

8. TERMINATION

8.1. Either party may terminate this Agreement at any time for convenience by giving the

other party written notice. The minimum notice period is as follows:

(i) Two (2) calendar days if the Agreement is for a period of less than one (1)

month.

(ii) Seven (7) calendar days if the Agreement is for a period ranging from one (1)

month up to but excluding six (6) months.

(iii) Fourteen (14) calendar days if the Agreement is for a period of six (6) months or

more but less than one year.

(iv) Thirty (30) calendar days if the Agreement is for a period of one (1) year or

more.

8.2. UNOPS may terminate this Agreement with immediate effect if the Individual

Contractor breaches this Agreement. Such termination shall be without prejudice to article 9

below and article 8.4 below. Upon such termination, UNOPS shall have the right to suspend

all pending payments. For the avoidance of doubt: such termination shall release UNOPS

from all obligations that would have been due upon the Individual Contractor’s completion of

the Services. Nothing in the foregoing shall affect the right of UNOPS to claim compensation

for the Individual Contractor’s breach of the Agreement.

8.3. Subject to article 9 below and articles 8.2 and 8.4 below: if the Agreement is terminated,

the Individual Contractor will be compensated on a pro-rata basis for no more than either the

actual number of days worked or the percentage of output provided to the satisfaction of

UNOPS. It is within UNOPS’ discretion to decide which of the foregoing bases will

determine how pro-rata payment will be made.

8.4. Any costs incurred by UNOPS resulting from and/or in connection with the termination

of this Agreement by the Individual Contractor, or by UNOPS due to the Individual

Contractor’s breach of this Agreement, may be deducted from any amount otherwise due to

the Individual Contractor from UNOPS.

8.5. Upon receipt of a notice of termination of the Agreement, the Individual Contractor

must, except as UNOPS may otherwise direct in writing:

(i) refrain from undertaking any further or additional commitments under the

Agreement;

(ii) take immediate steps to bring the performance of any obligations under the

Agreement to a close in a prompt and orderly manner, and in doing so, reduce

expenses to a minimum;

(iii) deliver to UNOPS all documents, plans, drawings, other property or

information that the Individual Contractor would, if the Agreement had not

been terminated, be required to provide UNOPS by the expiration of the

Agreement (for the avoidance of doubt: (a) if the documents, plans, drawings,

other property or information are not yet completed, the Individual Contractor

must deliver all the drafts; and (b) the foregoing includes property and

information in electronic format).

9. UNSATISFACTORY OR INCOMPLETE SERVICES

9.1. In the event that the Services performed by the Individual Contractor are unsatisfactory,

incomplete or otherwise not in accordance with this Agreement, UNOPS shall have the right

to refuse to accept the Services (or any part(s) thereof) and (i) to instruct the Individual

Contractor to correct or complete the Services (or part(s) thereof), or (ii) to terminate the

Agreement in accordance with article 8 above, and arrange for the Services (or part(s)

thereof) to be corrected, completed or otherwise provided by another contractor. Any costs

incurred by UNOPS as a result of the unsatisfactory or incomplete provision of the Services

may be deducted by UNOPS from any payments due to the Individual Contractor by

UNOPS. Nothing in the foregoing shall affect the right of UNOPS to claim other

compensation for the Individual Contractor’s breach of the Agreement.

10. PROPERTY RIGHTS

10.1. Title to any equipment and supplies that may be furnished by UNOPS to the Individual

Contractor shall rest with UNOPS, and such equipment and supplies must be returned to

UNOPS at the conclusion of the Agreement or when no longer needed by the Individual

Contractor, whichever is the earlier. Such equipment and supplies, when returned to

UNOPS, must be in the same condition as when delivered to the Individual Contractor,

reasonable wear and tear excepted.

10.2. UNOPS shall be entitled to all intellectual property and other proprietary rights,

including, but not limited to, patents, copyrights and trademarks, with regard to products,

processes, inventions, ideas, know-how or documents and other materials (i) which the

Individual Contractor has developed for UNOPS under the Agreement and (ii) which bear a

direct relation to or are produced or prepared or collected in consequence of, or during the

course of, the performance of the Agreement, and the Individual Contractor acknowledges

and agrees that such products, processes, inventions, ideas, know-how, documents and other

materials constitute works made for hire for UNOPS. However, to the extent that any such

intellectual property or other proprietary rights consist of any intellectual property or other

proprietary rights of the Individual Contractor: (a) that pre-existed the performance by the

Individual Contractor of his/her obligations under the Agreement, or (b) that the Individual

Contractor may develop or acquire, or may have developed or acquired, independently of the

performance of his/her obligations under the Agreement, UNOPS does not and shall not

claim any ownership interest thereto, and the Individual Contractor grants to UNOPS a

perpetual and irrevocable license to use such intellectual property or other proprietary right

for the purposes of and in accordance with the requirements of the Agreement. At the request

of UNOPS, the Individual Contractor shall take all necessary steps for, including executing

all necessary documents, and generally assist UNOPS in, securing such proprietary rights and

transferring or licensing them to UNOPS in compliance with the requirements of any

applicable law and the Agreement.

10.3. The Individual Contractor hereby grants UNOPS a perpetual and irrevocable licence

to all intellectual property and other proprietary rights created while the Individual Contractor

is at work locations or other premises under the control of UNOPS and/or its client. If

requested by UNOPS, the Individual Contractor must provide to UNOPS a copy of materials

embodying such intellectual property and other proprietary rights.

11. CONFIDENTIALITY

11.1. The Individual Contractor shall treat all information and documents that he/she

receives in connection with the provision of the Services as confidential, unless expressly

stated otherwise. The foregoing does not apply to information and documents that have been

made publicly available without breach of any confidentiality obligations.

11.2. Unless specifically set out in this Agreement or specifically authorized in writing by

the UNOPS Executive Director, the Individual Contractor must not communicate at any time

to the media, or to any institution, person, Government, or other external entity any

information that has not been made public and which has become known to him/her by

reason of his/her association with UNOPS, and he/she must not use such information for

private advantage. For the avoidance of doubt, the term “information” includes documents.

11.3. The obligations contained in this article shall survive the expiration or termination of

this Agreement.

12. USE OF UNOPS EMBLEM AND NAME

12.1. The Individual Contractor must not advertise or publicize his/her association with

UNOPS under this Agreement nor use the name, emblem, or official seal of UNOPS and/or

the United Nations, or any abbreviation of the name of UNOPS and/or the United Nations,

for commercial purposes or for his/her personal gain or benefit without the prior written

approval of UNOPS. The obligations contained in this article shall survive the expiration or

termination of this Agreement, but shall not prevent the Individual Contractor from

mentioning periods worked under this Agreement in his/her curriculum vitae.

13. DISCLOSURE

13.1. The Individual Contractor shall disclose to UNOPS any business or professional

employment or activity in which he/she may have been involved prior to, or may be involved

in during or after the Agreement. These activities must not be incompatible with the

performance of services called for in this Agreement nor represent a real or perceived conflict

of interest.

14. STANDARDS OF CONDUCT

14.1. The Individual Contractor must comply with the standards of conduct set forth in the

UN Secretary-General’s Bulletin of 9 October 2003 entitled “Special Measures for Protection

from Sexual Exploitation and Sexual Abuse” (ST/SGB/2003/13) and the UN Secretary-

General’s Bulletin of 18 June 2002 entitled "Regulations Governing the Status, Basic Rights

and Duties of Officials other than Secretariat Officials, and Experts on Mission"

(ST/SGB/2002/9) as they may be amended from time to time. Furthermore, the Individual

Contractor must comply with all applicable UNOPS administrative issuances, including,

without limitation, the “UNOPS Policy on Prohibition of Discrimination, Harassment,

including Sexual Harassment, and Abuse of Authority” (Organizational Directive No. 8), as

may be amended from time to time.

14.2. Although the Individual Contractor does not have the status of a United Nations

official/staff member, while working on UNOPS-related activities, he/she shall comply with

the standards of conduct required of a UN civil servant except to the extent such standards

are, in the opinion of UNOPS, inherently inconsistent with his/her status as independent

contractor.

14.3. In addition, the Individual Contractor acknowledges that UNOPS cannot maintain

relationships with any person if doing so would be inconsistent with fundamental UN

standards of conduct or decisions of bodies to which UNOPS is accountable (which shall be

deemed to include the UN Security Council and the UN Secretary-General) (as they may be

issued or amended from time to time), and the Individual Contractor agrees that, in such

circumstances, UNOPS may terminate this Agreement without prior notice and without

compensation.

15. SAFETY AND SECURITY

15.1. The Individual Contractor must abide by UN safety and security policies, administrative

instructions, directives, plans and procedures of the UN Security Management System and

that of UNOPS (please refer to the Safety and Security site on the UNOPS intranet for more

information). The Individual Contractor must exercise proper precautions and avoid taking

unwarranted risks that could jeopardize either his/her own safety and security and/or that of

other persons, as well as assets, property and information of UNOPS or any other UN entities

or third parties. The Individual Contractor acknowledges that breach of security policies, etc.

may result in loss of insurance coverage.

15.2. If the Individual Contractor is required to work at UNOPS premises or travel at UNOPS

expense, he/she must complete both the “Basic Security in the Field” and the “Advanced

Security in the Field” courses. Said security courses must where possible be completed prior

to the commencement of the Services - if the foregoing is not possible, said security courses

must be completed at the latest within one week of commencement of the Services. Upon

completion of such security courses, a copy of the course certificates must be forwarded by

the Individual Contractor to the UNOPS hiring unit.

15.3. Notwithstanding the aforesaid, the Individual Contractor must not travel to duty stations

without obtaining security clearance prior to travel. The Individual Contractor is responsible

for obtaining all security clearances. Security clearance can be requested from the UN

Department of Safety and Security at the following website: dss.un.org.

15.4. The Individual Contractor shall also keep a copy of all security certificates and security

clearances and, if requested by UNOPS, provide to UNOPS a copy thereof.

16. NO ASSIGNMENT, ETC.

16.1 The Individual Contractor may not assign, transfer, pledge or make any other disposition

of the Agreement, of any part of the Agreement, or of any of the rights, claims, benefits,

proceeds or obligations under the Agreement, except with the prior written consent of

UNOPS.

17. AMICABLE SETTLEMENT OF DISPUTES

17.1. Amicable Settlement: In the event of a dispute, claim or controversy arising out or in

relation to the Agreement, or the breach, termination or invalidity thereof (the “Dispute”),

UNOPS and the Individual Contractor shall resolve the Dispute amicably.

17.2. Arbitration: In the event the Parties are unable to resolve the Dispute amicably, the

Dispute may be referred by either of the Parties to arbitration in accordance with the

UNCITRAL Arbitration Rules then in effect. The decisions of the arbitral tribunal shall be

based on general principles of international commercial law. There shall be no place of

arbitration. The arbitral tribunal may meet at any location it considers appropriate for

deliberations. The arbitral tribunal shall be empowered to order the return or destruction of

goods or any property, whether tangible or intangible, or of any confidential information

provided under the Agreement, order the termination of the Agreement, or order that any

other protective measures be taken with respect to the goods, services or any other property,

whether tangible or intangible, or of any confidential information provided under the

Agreement, as appropriate, all in accordance with the authority of the arbitral tribunal

pursuant to Article 26 (“Interim measures”) and Article 34 (“Form and effect of the award”)

of the UNCITRAL Arbitration Rules. The arbitral tribunal shall have no authority to award

punitive damages. In addition, the arbitral tribunal shall have no authority to award interest in

excess of the London Inter-Bank Offered Rate (“LIBOR”) then prevailing, and any such

interest shall be simple interest only. The Parties shall be bound by any arbitration award

rendered as a result of such arbitration as the final adjudication of any such dispute,

controversy or claim.

17.3. Any arbitration in respect of the relationship created by this Agreement must be

commenced within two years after the cause of action has accrued. A cause of action shall

automatically be extinguished two years after it accrues, unless arbitration has already

commenced in accordance with article 17.2 above. For the purposes of this Agreement, an

arbitration is commenced by (and only by) communication and receipt of a notice of

arbitration in accordance with the UNCITRAL Arbitration Rules. For the avoidance of doubt:

this article also applies to issues not expressly covered by this Agreement.

18. PRIVILEGES AND IMMUNITIES OF UNOPS

18.1. Nothing in or relating to this Agreement shall be deemed a waiver, express or implied,

of any of the privileges and immunities of the United Nations and its subsidiary organs,

including UNOPS, pursuant to the General Convention or otherwise.