Partnership Agreement

Partnership Agreement Between Help Food Security and Livelihood-Africa

(HF-AFRICA) & Point Investment Company Limited (PICO ltd)

31.10.2019 to 31.03.2020

Contribute to the Restoration of Green gas- Renewable Energy, Food Security &
Livelihoods through Creation, Rehabilitation of Productive Green gas and agriculture
Inputs for the Crisis Affected Communities and urban centers in Central Equatorial State
(Juba).

Date Of Signature: Initial Partner

Initial PICO LTD
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Article 1: Description of The Parties to This Agreement.

1.1 PICO ltd is an Indigenous South Sudan private Company with her head offices based in
Nimratalata capital Juba, South Sudan.

1.2 HF-AFRICA is a legal registered Non-Governmental Organization (NGO) in South Sudan.

Registered under Relief & Rehabilitation Committee (RRC) with Reg.No as.
2552.SSRRC/2019.

1.3 One party is a voluntary non-profile making organization (HF-AFRICA), while the other
party is an indigenous South Sudan local business construction company of Roads, bridges,
real estate’s dealer/ Housing & Finance, Telecommunication installations/ repair and small
scale mining of the Natural resources.

1.4 Point Investment Company limited (PICO LTD) who are secular in nature and without
political or ethnic bias. Believe in empowering legally registered local organizations; Point
Investment company polices support grand and an interest free loan through the BODs and
the management to support any active Community Based Organization (CBO), CSO/ NGO
who have sound concept of activities. Small activity grand/ an interest free loan can be
availed to develop the community.

1.5 The parties will provide each other with all relevant documents related to the legal status of
their organization and management systems and inform each other as soon as possible and in
writing if any changes are anticipated or take place.

Article 2: Scope and Nature of Cooperation.

2.1a- The parties will work together in the execution of Green gas/ renewable energy project
,small scale urban farming- kitchen gardening (practical training to farmers on urban kitchen
gardening as benefits from the waste, turning of Organic waste into manure/ fertilizer, the non-
degradable wastes such as plastic bottles, polythene bags and any other melt able martial be
recycled into building material and services follow up) and complete the tasks identified as their
respective responsibility in conformity with the present partnership agreement and budget
(Annex 02).

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2.1b-Green gas project. The parties will also work together to train the youth on clean energy
cook stoves and have massive campaign to reduce tree cutting for the purpose of campaign
against global warming and climatic change.
The partnership agreement and the budget define the scope the nature of the cooperation between
the parties.
The parties agree to work closely together to ensure activities are implemented as stated in act 4.

Article 3: Duration of The Partnership Agreement.

3.1 The term of the partnership agreement shall start on 01 st OF. Nov. 2019 and terminate on the
01st, OF. May. 2020.
3.2 Should become evident to either party during the implementation of the project that
extension beyond the expiration date set out in paragraph 1 of the present article, will be
necessary to achieve the objectives of the project, the party shall, without delay, inform the other
party, with a view to entering into consultation to agree on a new termination date.
Article 4: General Responsibilities of the Parties.
4.1 The parties are cognizant of the adhere to the law of the land the south Sudanese government
regulations.
Transfer to PICO LTD in a timely manner all the reports mentioned in section 5.
Ensure that the staff engaged for the projects activities are exclusively involved in this activity as
per the jobs description assigned (to be designed by HF-AFRICA and checked by PICO ltd).
Work closely with the PICO ltd team member assigned to the projects to ensure timely and
effective implementation of agree activities.
Not to enter into this party agreement to subcontract part or all the agreed activates in the project
document. To staff engaged through this project should be dedicated full time to the project,
green gas-energy, urban/rural kitchen gardening and capacity building on recycling plastic waste
into building material and organic manure.
Provide preventive services and train the selected beneficiaries on health management practices
to avoid disease outbreak/occurrence and personal safety.
Provide seeds, irrigational kit, pesticides services in the form of training the farmers and clean
cook stoves model that uses solar & Volcanic stones for cooking, other type of cook stove uses
little fire wood but can charge phones at the same time give bright light.

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Ensure farmers’ monitoring: monitor the effect of pesticides / foliar fertilizers, organic
processing from the waste and recycling other non-degradable in to use and report to the FSL
and waste management specialist team.
Article 5: Reporting Agreement.
5.1 Narrative Reporting
A monthly report is expected to be delivery every month on the 6 th, of each month with a
summary of achievement, data related to the number of beneficiaries trained, challenges
encountered and next steps. The report should not exceed 3 pages minimum and include pictures
taken on the field.
A final report is expected by 31st. June. 2020, a month after the end of the project, 15 pages
minimum report shall provide an analysis of project outcomes including an assessment of the
impact the activity had on the beneficiaries and a summary of lessons learned that might be
relevant to replication, unreached results and problems, delays or adverse conditions that
prevented the achievement of planned goals.
Reporting template will be provided by PICO ltd at the beginning of the project.
5.2 Financial Reporting.
A monthly statement of accounts and balance confirmation certificate from Bank is to be
submitted to PICO ltd South Sudan delegation by the 31 st, of the following months at the latest.
The statement will be signed and accompanied by the supportive documents PICO ltd deems.

Necessary. The monthly accounts template will be provided by PICO.ltd at the beginning of
project.

Article 6: Financial Management.

6.1 Budget
a) Budget
The overall budget for the project is specified in annex, amounting to 53, 000 USD, (Fifty-three
thousand dollars only) maximum.

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Changes within the overall budget are not permissible without consultation with and the prior
written consent of PICO ltd.
6.2 Payments
a) Payments by PICO ltd will be made to a project Bank to HF-AFRICA:

Account name: HF-AFRICA

Bank Name: ECOBANK SOUTH SUDAN LIMITED
Branch: PRIMARY OFFICE.
Account No: 6940030174 USD/ 6940030176. EURO / & 6940030175 SSP
Account Type: CURRENTS ACCOUNT
Shift code: ECOCSSJB
Local T/F A/C 6940030174 USD /6940030175.SSP
Country: SOUTH SUDAN
Town: CAPITAL JUBA.

b) Payments by PICO ltd will be made upon request from HF-AFRICA after receiving a dully
filled fund request in the prescribed format and financial statement on the level of expenditures.
c) Funds will be transferred on a monthly basis after handing out to PICO ltd the funding request.
d) Final funding will be transferred to HF-AFRICA only after reception of the final report (see
report section)
d) The schedule above may be amended by PICO ltd depending on the degree of advancement of
the activity and the level of expenditures of the month preceding the fund request.
e) In no event will PICO ltd be liable for payment or cost incurred for work that is not
appropriate to the accomplishment of the activity. Additions to the budget will have to be
justified and subject to PICO ltd written approval and MOU amendment.
6.3 Financial Standards
a) All accounts maintained by HF-AFRICA shall follow the globally agreed accounting practices
as well as the rules and regulation of south Sudan delegation.

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b) HF-AFRICA shall keep all financial and accounting documents of the project at least ten
years after completion of the project. During this time these documents shall be kept at the
disposal of PICO ltd at any time.
Article 7: Monitoring and Evolution.
7.1 PICO ltd shall regularly monitor the project and a schedule of monitoring and evaluation will
be agreed upon. The schedule shall include:
a) Regular monitoring and support by PICO ltd FSL/ WASH-waste management team staff
dedicated to farming and recycling activities of PICO ltd South Sudan.
b) Periodic monitoring visits by any member of the PICO ltd South Sudan team.
c) Project evaluation and capitalization of experience at the end of the project by an external
actor.
7.2 PICO ltd as well as any third party appointed by it, reserves the right to visit the project,
conduct a comprehensive review or/and audit, and request all document and information deemed
necessary by PICO ltd. HF-AFRICA shall cooperate with PICO ltd to this END.
Article 8: Liability.
8.1 PICO ltd cannot under any circumstance or for any reasons what so ever be held liable for
damage or injury sustained by the staff or property of HF-AFRICA while the project is being
carried out or as a consequence.
8.2 HF-AFRICA shall assume sole liability towards third parties, including liability for damage
or injury of any kind sustained by them in respect of or arising out of the project.
Article 9: Communication Confidentiality.
9.1 Prior consultation shall take place before PICO ltd and HF-AFRICA use each other’s name
brand.
9.2 The right to use, for public purpose, the name, data, visual and audio materials related to the
project as well as the information generated in performing the activity must be agreed
beforehand by both parties. PICO ltd reserves the right to refute any information in case the
process of consultation and prior agreement has not been observed.

9.3 Any publicity or publication arising from the activities funded under this agreement should
include specific reference to PICO ltd as the funding partner.
9.4 HF-AFRICA staff when conducting extension services on green gas, seeds and tools
distribution must wear PICO ltd Visibility.

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Article 10: Implementation, Modification, Suspension, Termination

10.1 Modification. Any extension and/ or modification of the agreement is subject to mutual
consultation and negotiation and must be confirmed in writing by both parties.
10.2 Suspension: PICO ltd reserves the right to suspend transfer of funds and to recall the funds
remitted to the project without prior notice in case of misappropriation or misuse of funds, which
may be subject to legal action per the laws of South Sudan. In case of project suspension HF-
AFRICA will stop project activities and will not make any further commitments. Unless
otherwise agreed in writing by PICO ltd, all unspent funds and unused equipment will be
returned to PICO ltd within thirty (30) days of such notice of suspension.
10.3 Force Majeure: if the circumstances in the country of intervention make it difficult or
dangerous for HF-AFRICA to implement the planned project, the latter might be suspended. this
event, HF-AFRICA shall inform PICO ltd without any delay and provide all necessary details.
Depending on the gravity of the situation, this agreement may be terminated by written notice. If
the planned project is not terminated but suspended, HF-AFRICA stall endeavor to minimize the
duration of the suspension and resume implementation of the project once the conditions allow it
and shall inform PICO ltd accordingly.
Force majeure shall mean any unforeseeable exceptional situation or event beyond the parties’
control which prevents either of them from fulfilling any of their obligations under this
agreement, was not attributable to error or negligence on their part (or of their partners,
contractors, agents or employees) and which could not have been avoided by the exercise of due
diligence. Strikes or financial problems cannot be invoked as force majeure by the defaulting
party. Neither of the parties shall be held liable for breach of its obligations under the agreement
if it is prevented from fulfilling them by force majeure.
10. 4 Termination: if, at any time, either party believes that the purpose of this agreement can
no longer be effectively or appropriately carried out and that an agreement by written notice with
one-month notice period. In this event, HF-Africa shall be entitled to payment of the
commitment entered into by HF-Africa for the implementation of the action, which HF-Africa
cannot reasonably terminate on legal grounds.
10.5 Termination with Cause: PICO ltd reserves its right to terminate the agreement, to
withdraw its support to the project and to withhold any part of the grant without prior notice and
without paying any compensation if:

HF-AFRICA infringes upon any of the terms or condition of this agreement without justification
and falls to comply with those obligations or to furnish a timely and satisfactory explanation
within 30 days after written notification by PICO ltd.

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If HF-AFRICA makes false or incomplete statements to obtain the contribution provided for in
the agreement or provides reports that don’t reflect reality.
If HF-AFRICA fails to respect the child protection policy.
If HF-AFRICA commits financial irregularities or is guilty of grave professional misconduct.
If HF-AFRICA undergoes legal, financial, technical or organizational change that is liable to
affect this agreement substantially.
10.6 In the event of termination according to Article 10.5, PICO ltd may demand full or partial
prepayment of any amount unduly paid to HF-AFRICA and/or all assets acquired by HF-
AFRICA through PICO ltd funds.
Article 12: Policy On Prevention Against the Financial of Criminal Activities.
12.1 The partner shall not engage in financial transaction of any kind with prohibited individuals
or entities in accordance to lists issued by the government, an association of states or an
international organization (EU, SAM, SSI, SDN, UN, WBNK) as the individuals and entitle
listed they are considered to be directly or indirectly associated with one or more criminal
activities.
12.2 The partner shall not engage in any sort of financial transaction with an individual or entity
while having knowledge of or having reasonable grounds to believe that the proceeds of such
transactions will be used for criminal purpose.
12.3 The partner shall inform PICO ltd immediately if they become aware of any sort of link to
any organization or individual that might be perceived (suspected or proven) as being related to
criminal activity in any way, or who appears on any list of sanctions for the following reasons
(please note this list is not exhaustive):
-Financial transaction or other types of transaction with a criminal group, an individual or an
entity directly or indirectly involved in criminal activities; and misappropriation of project
resources, funds or assets for a criminal group, an individual or an entity directly involved in
criminal activities.
Article 13: Misconduct, Ineligibility and Exclusion.
PICO ltd considers each case of misconduct mentioned below as a valid reason to exclude a
party to the present contact:
- Fraud, defined as any international act or omission relating to:
o The use or presentation of false, incorrect or incomplete statement or documents,
which would result in the fraudulent appropriation or wrongful retention of funds
of PICo ltd or institutional donors.
o The concealment of information, resulting in the same consequences.

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o The use of these funds for purposes other than those for which they were
originally attributed.
- Active bribery, defined as the deliberated promise or grant of any advantage to any
person to act or to refrain from acting in accordance with its duty, in a manner that
infringes or to influence the performance of a contact.
- Direct bribery, defined as offering PICO ltd staff members money or gifts in kind to
obtain an advantage or to continue a contract.
- Involvement in a criminal organization or any other illegal activity established by the US
government, European Union, united or any other of donors.
- Practice that do not respect ethical standards and breach PICO’s global code of conduct.
PICO practices a zero-tolerance approach towards any violation of the child safeguarding
policy and towards any form of sexual exploitation. Any other violations of labor
exploitation, including child labor and the non-respect of fundamental social rights and
working conditions of employees or subcontractors won’t be tolerated. Any breach of our
global code of conduct must imperatively be reported to PICO ltd within 3 working days.

Article 14: Data Protection.

DEFINITIONS:
1. Personal data means any information relating to an identified or identifiable natural
person (data subject): an identifiable natural person is one who can be identified, directly
or indirectly, in particular by reference to an identifier such as a name, an identification
number, location data, an online identifier or to one or more factors specific to the
physical, physiological, genetic, mental, economic, cultural or social identity of that
natural person, depending on the context other information could also be considered
personal data (identifiable information).
2. Processing means any operation or set of operation which is performed on personal data
or on sets of personnel data, whether or not by automated means, such as collection,
recording, organization, structuring, storage, adaption or alteration making available,
alignment or combination, restriction, erasure or destruction.
3. Controller means the person or entity having the authority to determination or otherwise
making available, alignment or combination, restriction, erasure or destruction.
4. Processor means the person or entity processing data on behalf of the controller
GENERAL TERMS.
1. Point investment company limited and Help Food Security and livelihood-AFRICA (HF-
AFRICA) as a processor, process information on identifiable individuals such name, age,
etc., which are necessary to fulfill the contractual obligations.
2. Every data protection issues or requests must be addressed to the data protection officer
(DPO) PICO ltd.

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RESPONSIBILTY:
1. PICO and HF_AFRICA shall implement appropriate technical and organizational
measure to ensure the application of the date subject right (right to the information, to
access, to rectification, to withdraw consent, to object to ensure.
2. Both parties ensure the compliance to the PICO directive on the data protection in the
processing of personal data.
3. HF-AFRICA shall not engage another [processor without prior specific or general written
authorization of the controller, in the case of general written authorization, the processor
shall inform the controller of any intended changes concerning the addition or
replacement of other processors, thereby giving the controller the opportunity to object to
such changes.
CONFIDENTIALITY:
1. The parties acknowledge the confidential nature of the information they receive and
undertakes to keep absolute secrecy over all documents transmitted during the exchanges
made. The recipient also imposes this duty of confidentiality on his employees. Under no
circumstances may the information transmitted by the issuing party be used for any
purpose other than specified in the reference framework.
2. The personal data will be disclosed only to the 4 extensionists and their supervisors
involved in the project.
SECURITY:
1. The parties shall appropriate physical, organizational and technical security measures to
protect the personal data transmitted from the other party against the unauthorized use,
dissemination or publication, loss, misuse, access, disclosure, processing, alteration and
accidental destruction or unauthorized use.
STORAGE:
1. The parties shall process the personal data transmitted by the other party throughout the
period of the contact and subsequently for a period of one year after the end of the
project.
2. All the data processed in the aim of tis contract must be deleted when no longer needed
for audit and legal provisions.

ANNEXES:
Parties have agreed to the following Annexes:
1. Project document (Short Narrative Decryptions)

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2. Budget
3. Reporting format (narrative final report, monthly report)
4. Child protection guide for partners
5. Monthly accounts template.
All 5 Annexes from an Integral Part of This Agreement.
Signed by the partners in two original copies in Juba, South Sudan

Party A. Party B
Help Food Security and livelihood-AFRICA Point Investment Company limited
(HF-AFRICA) (PICO LTD)

Represented by Paul Lupai Eresto Lemi Stephen James

Signature and Stamp Signature and Stamp

………………………………………
………………………………………….

Date: ____________________________ Date: _________________________

email: hf.africa.org@gmail.com Email:pointinvestment79@gmail.com

Ph. +211922007705 Ph.+211(0) 922059055

Website: https:// pointinvestiments.com #

Date Of Signature: Initial Partner

Initial PICO LTD