LTA N.

XXXX

LONG TERM AGREEMENT

between

International Fund for Agricultural Development (IFAD)

the Headquarters of which is

situated in Rome, Via Paolo di Dono 44, Italy

and

[Insert name of Contractor]

An organization subject to the laws of [Country], with registered offices located at_________, hereby
represented by [insert name and title of the legal representative].

The International Fund for Agricultural Development, hereinafter referred to as “IFAD” or the
“Organization”, in furtherance of its public and institutional aims, issued a [n] [informal request for a
quotation] [formal request for a quotation] [invitation for tender] [Request for Proposal]
IFAD/20XX/0XX/XXX on _____ for the procurement of [type of services] or [type of goods] or [type of
works], hereinafter described or referred to as Services.

[Insert Name of the Contractor], (hereinafter referred to as “Contractor”) submitted its written [quotation]
[bid] [proposal] on ______ offering to provide the requested Services.

WHEREAS, IFAD wishes to contract a service provider for the provision of professional services,
and the Contractor, a supplier of [insert type of services] [ type of goods] or [type of works], has agreed
to provide IFAD such services through qualified Contractor’s personnel employed by the Contractor,
as IFAD may require from time to time;

IFAD and the Contractor (hereinafter jointly “the Parties”) desire to enter into a Long Term
Agreement (hereinafter “LTA”) pursuant to which IFAD can conclude specific contractual
arrangements with the Contractor for the provisions of the Services, on the terms and conditions set
forth herein;

[Normally LTA is on non-exclusive basis for pre-selected [type of services/works/ goods] with no
legal obligation to order a minimum or maximum quantity (details to be provided in the specific Work
Orders)].

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 LTA N. XXXX

NOW THEREFORE,
The Parties hereby agree as follows:

SECTION I - SPECIAL PROVISIONS:

Art. 1 – Scope of services

a) The Contractor shall provide the services and deliverables as specified in Article 2 “Services
to be provided by the Contractor”. More specifically, the Contractor shall provide the services and
deliverables detailed in the completed Work Order, Annex I “Sample of Work Order”.

b) Such Services shall be at the rates listed in Annex IV “Service Fees” and more detailed in the
completed Work Order, Annex I “Sample of Work Order”.

Art. 2 - Services to be provided by the Contractor

a) The Contractor hereby agrees that it will make available the personnel required to provide any
of the services set out in Annex IV “Statement of the services to be provided” upon the issuance by
the Organization of a duly completed Work Order in the format set out in the Annex I, “Sample of
Work Order”, it being understood that such services shall include those which, while not specifically
provided for in the said Annex IV, are implied by generally accepted professional standards. The
Organization is under no obligation to request any of the services provided for in such Annex and the
Organization assumes liability for payment only for the services satisfactorily performed by the
Contractor and for which a duly completed Work Order has been issued by the Organization and
signed by the Contractor.

b) The Contractor shall be solely responsible, at its own expense, for the management of its
personnel, for performance of the services and related material supply as referred to in paragraph (a)
above.

c) In the event of any advantageous technical changes and/or downward pricing of the Services
during the duration of this LTA, the Contractor shall notify IFAD immediately. IFAD shall consider
the impact of any such event and may request amendments to this Agreement.

Art. 3 - Personnel services to be provided by the Contractor

a) For the execution of the services mentioned in Article 2 above, the Contractor shall provide
all necessary personnel at the daily rates set forth in the "Service Fees", attached hereto as Annex IV.
In determining such daily rates the Contractor is deemed to have exercised appropriate professional
judgment and to have given full consideration to working conditions in the country where this LTA is
executed, including availability of all relevant services, information and data required for its
performance.

b) The rates established by the Contractor for the payment of personnel services as set out in
Annex IV "Service Fees", represent the full costs of such services including, but not limited to, the
costs of salary and allowances, per diem, social security contributions, health, medical and pension
benefits, board and lodging, pocket money, contingencies, and any contribution due under national
and/or international labour law for the individual Contractor’s personnel except as may be specifically
provided for in accordance with Article 6(c) below, and shall remain in effect for the entire duration
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 LTA N. XXXX

of effectiveness of this LTA.

c) In the event that the Contractor’s personnel is requested to provide the services in a location
other than those indicated in Annex IV “Statement of the services to be provided”, the Contractor
shall bear all travel expenses and shall be reimbursed by the Organization based on appropriate
documentation duly certified as per Annex II “Schedule and method of payment”.

d) The Contractor shall provide the Organization with detailed personal history statements of
personnel to be assigned to this LTA and shall not assign any such personnel without the
Organization's prior authorization. This provision shall also apply in the event that the Contractor
must, for any reason whatsoever, substitute personnel previously assigned and approved by the
Organization. In the event of such substitution, the Contractor shall propose persons having equal or
comparable experience and skills, and at the same rates to those being substituted.

e) In the event that the Contractor’s personnel is replaced during the fulfillment of a Work
Order, detailed personal history statements for replacement personnel must be provided for prior
approval by the Organization. In the event that the proposed personnel, although technically
acceptable to the Organization, does not possess the same level of experience of the Organization’s
environments as the personnel being replaced, the costs associated with achieving the same level of
experience shall be borne by the Contractor. Achievement of the same level of experience shall be
judged solely by the Organization.

f) The Contractor commits to comply with the standards of conduct established in the UN
Supplier Code of Conduct (available at https://www.un.org/Depts/ptd/about-us/un-supplier-code-
conduct) and acknowledges its responsibility to ensure that its employees, parents, subcontractors,
subsidiary or affiliate entities, [partners and consultants to be added if new revised version of the code
is approved] comply with the principles established therein. The Organization may request that the
Contractor replaces any personnel who, in the opinion of the Organization, does not meet such
standards of conduct or who are not performing as required under this LTA. Additional costs incurred
by the Contractor for the replacement of its personnel resulting from failure to comply with such
standards of conduct or as a result of death, illness or disability, or default on the part of the personnel
shall be borne by the Contractor.

Art. 4 - Schedule of LTA performance

a) This LTA becomes effective upon signature by both parties and shall remain in force for
[__________ (year/months)], regardless of whether any services have been requested by the
Organization. Thereafter, this LTA is subject to renewal in accordance with the provisions of
paragraph (b) below. The Contractor shall deliver the Services in accordance with the provisions of
Annex IV “Schedule of LTA performance” hereof.

b) The Organization may, at its option and discretion and in agreement with the Contractor,
renew this LTA for further periods of _________] [annual/monthly periods] up to a maximum
aggregate duration of five (5) years from the Effective Date with no obligation of IFAD to procure, on
the same terms and conditions set forth herein, unless earlier terminated in accordance with the
provisions of Article 15 of IFAD’s General Terms and Conditions for the Procurement of Services
(hereinafter "General Terms and Conditions") (Section II).

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 LTA N. XXXX

c) The Contractor shall complete the work and services required by each Work Order issued by
the Organization, in accordance with the description of work set forth in the relevant Work Order, it
being understood that in no case shall the services be completed after the expiration date of the LTA.

d) The Parties agree and understand that IFAD may directly hire or contract the Contractor’s
personnel in any capacity it so chooses after 6 (Six) months from the expiry or termination of this
LTA without incurring any liabilities or responsibilities to the Contractor, and Contractor further
represents and warrants that the such Contractor’s personnel may freely accept such offer without
restriction. The Contractor acknowledges and specifically accepts such right.

Art. 5 - Remuneration, reimbursement and method of payment

a) In full consideration of the actual work and services executed by the Contractor under the
totality of the Work Orders duly completed and signed by the Organization and the Contractor, the
Organization shall effect payments to the Contractor for actual services rendered up to a total annual
amount which shall not exceed USD/EUR XXX, and which shall be payable in accordance with the
provisions of Annex II "Schedule and method of payments".

b) Such amount shall be fully inclusive of (a) fees; (b) insurance; (c) overheads; (d) living
expenses; (e) travel costs and (d), any other fees, costs or expenses of the Contractor or the
Contractor’s personnel(s), including but not limited to social charges, relating to the provision of the
Services (the “Compensation”). Under no circumstances shall IFAD be liable for costs that exceed the
amount stipulated in the related Work Order (‘Total amount’), as well as any costs, losses or fees that
may arise from or be attributable to fluctuations in exchange rate. The Contractor shall bear all
responsibilities vis-à-vis payment to the Contractor’s personnel(s) or any third party relating to or
arising under this LTA or the Services.

c) The Contractor shall pay or reimburse to the Organization in the currency of original payment or
in a mutually agreed currency:

i) Overpayments made by the Organization;

ii) Costs incurred by the Organization for the procurement of alternative services due to the
Contractor's default.

d) The Organization is only liable for the costs of services actually provided in connection with
Work Orders issued by the Organization and signed by the Contractor.

e) Any payment by the Organization is subject to receipt at the Organization's Headquarters of

one copy of this LTA, duly signed by the Contractor.

Art. 6 - Representations and Warranties of the Contractor

The Contractor represents, warrants and covenants to IFAD that:

(a) it is a commercial company established under the laws of [____];

(b) it is qualified to act as the Contractor of IFAD, and in such capacity, to perform the functions
undertaken by it pursuant to this Contract;

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 LTA N. XXXX

(c) it will at all times perform such functions in a manner consistent with the standards applicable to
professional Contractors (provided always that where the Contractor delegates any of its duties to a
SubContractor pursuant to this Contract, such SubContractor in performing such duties shall act in
accordance with the standard of care applicable to a professional Contractor for hire in the jurisdiction
where such duties are performed);

(d) it has no outstanding legal judgements or past judgments, nor is it aware of any possible claims
which would materially adversely affect or hamper or impede it in the carrying out any of its
obligations under this Contract;

(e) to the extent permitted by law, it shall notify IFAD of any judgments or claims which may arise
during the terms of this Contract, or any renewal term, and which may have a material adverse effect
on it or materially hamper it or impede it in the carrying out of any of its obligations under this
Contract;

(f) no plan of reorganisation or merger affecting the Contractor currently exists;

(g) its staff is now, and during the term of this Contract will continue to be, sufficient in size, with the
requisite training, experience and other qualifications necessary to perform the Services;

(h) unless expressly prohibited under the disclosure provisions of any applicable law, it shall promptly
notify IFAD in the event that it becomes subject to any plan of reorganisation or merger during the
term of this Contract and/or any renewal term;

(i) this Contract has been duly authorised, executed and delivered by the Contractor and constitutes
the Contractor’s legal, valid and binding obligation;

(j) no employee or officer of IFAD, either directly or indirectly, has received any direct or indirect
benefit from the Contractor or any agent, SubContractor or employee of the Contractor or in the
execution of this Contract;

(k) each and every representation and warranty is a present and continuing obligation of the
Contractor and the Contractor shall annually reconfirm to IFAD each and every representation and
warranty in writing; and

(l) the persons whose signatures appear below for and on behalf of the Contractor are duly qualified
and acting officers of the Contractor with full power and authority to execute this Contract on behalf
of the Contractor and to take such other actions and execute such other documents as may be
necessary to effectuate this Contract.

Contractor further represents that any information, data, and materials (in whatever form or media)
provided to IFAD under this Contract does not infringe the privacy rights of any third party.

Contractor further represents and warrants that it has the requisite insurance coverage set out in
Article 9 of the IFAD’s General Terms and Conditions.

Art. 7 - Representations of IFAD

IFAD represents that:

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 LTA N. XXXX

(a) this Contract has been duly authorised, executed and delivered by IFAD and constitutes IFAD’s
legal, valid and binding obligation;

(b) the persons whose signatures appear below for and on behalf of IFAD are duly qualified and
acting officers of IFAD with full power and authority to execute this Contract on behalf of IFAD and
to take such other actions and execute such other documents as may be necessary to effectuate this
Contract; and

(c) IFAD shall provide Contractor with all necessary documentation and access to such of its
personnel, offices and databases as Contractor and IFAD shall agree may be required in order for
Contractor to perform the Services.

Art. 8 - Notification and Designation of the Parties Representatives and Officer-in-Charge

a) Any notice, amendment, or request required or permitted to be given or made under this LTA
shall be in writing unless otherwise stated in this LTA. Such notice, amendment, or request shall be
address to the Party’s Representative as specified in Annex III, “Designation of the Parties’
representatives and officer-in-charge”, unless the Parties agreed in writing on another address for such
notice, amendment, or request.

b) For the purpose of the performance of this LTA, the Organization has designated as its
Officer-in-charge of this LTA at its Headquarters the person mentioned in Annex III, “Designation of
the Parties’ representatives and officer-in-charge”.

Art. 9 - Liquidated Damages

Without prejudice to the provisions on force majeure in the General Terms and Conditions, if the
Contractor fails to provide any or all of the services fully in accordance with the terms and conditions
of the Contract including the time period specified, IFAD may, by notice given in writing, terminate
the performance of such parts or part thereof as to which there has been default without incurring
liability or termination charges of any kind. IFAD may at its discretion, accept deviations from the
deadline specified in the Contract, without prejudice to any other rights and remedies, and deduct
from the price stipulated in the Contract, as liquidated damages, a sum equivalent to 1% per day of the
contractual price of the delayed services for each day of delay up to a maximum 15 days. In the event
that this deadline is not respected, IFAD has an option to cancel the Contract without incurring any
liability for termination charges or any other liability of any kind.

Art. 10 - LTA Documents and Interpretation

a) Only the documents mentioned in Annex IV are considered to be part of this LTA. In the event
of conflict in terms, the following shall be the order of priority for purposes of application and
interpretation of this LTA: First - Section I (Special Provisions); Second - Annexes I through IV; Third -
Section II (IFAD’s General Terms and Conditions for the Procurement of Services); Fourth - IFAD's
Policy on Preventing and Responding to Sexual Harassment, Sexual Exploitation and Abuse
(available at https://www.ifad.org/documents/38711624/40738358/SEA_e_web.pdf/85275c4d-8e3f-
4df0-9ed8-cebaacfab128); and, Fifth - UN Supplier Code of Conduct (available at
https://www.un.org/Depts/ptd/about-us/un-supplier-code-conduct).

b) The Contractor has examined and approved this LTA and all the above relevant documents and
found them equitable.
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 LTA N. XXXX

Art. 11 – Miscellaneous

a) This LTA together with its Annexes embodies the entire understanding between IFAD and
the Contractor for the provision of Services. Any prior and/or contemporaneous representations, either
oral or written, are hereby superseded.

b) This LTA is signed electronically by both Parties.

Signed on behalf of

THE INTERNATIONAL FUND FOR AGRICULTURAL DEVELOPMENT

Name & Title of Authorised Representative: Date:

Signed on behalf of

[insert namen of CONTRACTOR]

Name & Title of Authorised Representative: Date:

7

SECTION II – GENERAL CONDITIONS
GENERAL TERMS AND CONDITIONS
FOR THE PROCUREMENT OF SERVICES
DEFINITIONS
In these General Terms and Conditions for the
Procurement of Services (hereinafter referred to as
“General Terms and Conditions”) the following
definitions shall apply for the interpretation of contracts
and purchase orders:
“IFAD" or “Organisation” means the International Fund
for Agricultural Development, represented by the
President or his duly authorised representative.
“Contractor” means the supplier of goods or services
named in the contract or purchase order, represented by its
duly authorised representative to undertake contractual
obligations on behalf of the supplier.
“Contract” means the contract relating to the procurement
of goods or services between IFAD and the Contractor
and includes these General Terms and Conditions.
“Parties” means the Contractor and IFAD collectively,
and “Party” means either one of them.
“Purchase Order” (hereinafter referred to as “contract”)
means a contract in a standard format relating to the
procurement of goods or services between IFAD and the
Contractor and includes these General Terms and
Conditions.
“Goods” means any goods or related services supplied, or
to be supplied, to IFAD by the Contractor (or any of the
Contractor’s sub-contractors) pursuant to or in connection
with the contract.
“Services” means any service provided, or to be provided,
to IFAD by the Contractor (or any of the Contractor’s sub-
contractors) pursuant to or in connection with the
Contract.
ARTICLE 1 LEGAL STATUS OF THE PARTIES
(a) Pursuant, inter alia, to the Agreement Establishing
IFAD and the Convention on the Privileges and
Immunities of the Specialized Agencies, IFAD has
full juridical personality and enjoys such privileges
and immunities as are necessary for the independent
fulfillment of its purposes.
(b) The Contractor shall have the legal status of an
independent contractor vis-à-vis IFAD, and it shall
be fully responsible, in particular, for the acts or
omissions of its personnel, agents, or other
representatives. Nothing contained in or relating to
the Contract shall be construed as establishing or
creating between the Parties the relationship of
employer and employee or of principal and agent.
The officials, representatives, employees, or
subcontractors of each of the Parties shall not be
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LTA N. XXXX
considered in any respect as being the employees or
agents of the other Party.
ARTICLE 2 RESPONSIBILITY FOR EMPLOYEES
To the extent that the Contract involves the provision of
any services to IFAD by the Contractor’s officials,
employees, agents, servants, subcontractors and other
representatives (collectively, the Contractor’s
“personnel”), the following provisions shall apply:
(a) The Contractor shall be responsible for the
professional and technical competence of the
personnel it assigns to perform work under the
Contract and will select reliable and competent
individuals who will be able to effectively perform
the obligations under the Contract and who, while
doing so, will respect the local laws and customs
and conform to a high standard of moral and ethical
conduct.
(b) Such Contractor personnel shall be professionally
qualified and, if required to work with officials or
staff of IFAD, shall be able to do so effectively. The
qualifications of any personnel whom the
Contractor may assign or may propose to assign to
perform any obligations under the Contract shall be
substantially the same, or better, as the
qualifications of any personnel originally proposed
by the Contractor.
(c) At the option of and in the sole discretion of IFAD:
(i) the qualifications of personnel proposed by
the Contractor (e.g., curriculum vitae) may be
reviewed by IFAD prior to such personnel’s
performing any obligations under the
Contract;
(ii) any personnel proposed by the Contractor to
perform obligations under the Contract may
be interviewed by qualified staff or officials
of IFAD prior to such personnel’s performing
any obligations under the Contract; and
(iii) in cases in which IFAD has reviewed the
qualifications of such Contractor’s personnel,
IFAD may reasonably refuse to accept any
such personnel.
(d) Requirements specified in the Contract regarding
the number or qualifications of the Contractor’s
personnel may change during the course of
performance of the Contract. Any such change
shall be made only following written notice of such
proposed change and upon written agreement
between the Parties regarding such change, subject
to the following:

(i) IFAD may, at any time, request, in writing,
the withdrawal or replacement of any of the
Contractor’s personnel, and such request shall
not be unreasonably refused by the
Contractor.
(ii) Any of the Contractor’s personnel assigned to
perform obligations under the Contract shall
not be withdrawn or replaced without the
prior written consent of IFAD, which shall not
be unreasonably withheld.
(iii) The withdrawal or replacement of the
Contractor’s personnel shall be carried out as
quickly as possible and in a manner that will
not adversely affect the performance of
obligations under the Contract.
(iv) All expenses related to the withdrawal or
replacement of the Contractor’s personnel
shall, in all cases, be borne exclusively by the
Contractor.
(v) Any request by IFAD for the withdrawal or
replacement of the Contractor’s personnel
shall not be considered to be a termination, in
whole or in part, of the Contract, and IFAD
shall not bear any liability in respect of such
withdrawn or replaced personnel.
(e) Nothing in the Articles above, shall be construed to
create any obligations on the part of IFAD with
respect to the Contractor’s personnel assigned to
perform work under the Contract, and such
personnel shall remain the sole responsibility of the
Contractor.
(f) The Contractor shall be responsible for requiring
that all personnel assigned by it to perform any
obligations under the Contract and who may have
access to any premises or other property of IFAD
shall:
(i) undergo or comply with security screening
requirements made known to the Contractor
by IFAD, including but not limited to, a
review of any criminal history;
(ii) when within IFAD premises or on IFAD
property, display such identification as may
be approved and furnished by IFAD security
officials, and that upon the withdrawal or
replacement of any such personnel or upon
termination or completion of the Contract,
such personnel shall immediately return any
such identification to IFAD for cancellation.
(g) Within one working day after learning that any of
Contractor’s personnel who have access to IFAD
premises have been charged by law enforcement
authorities with an offence other than a minor
traffic offence, the Contractor shall provide written
notice to inform IFAD about the particulars of the
charges then known and shall continue to inform
IFAD concerning all substantial developments
regarding the disposition of such charges.
(h) All operations of the Contractor, including without
limitation, storage of equipment, materials, supplies
and parts, within IFAD premises or on IFAD
property shall be confined to areas authorized or
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LTA N. XXXX
approved by IFAD. The Contractor’s personnel
shall not enter or pass through and shall not store or
dispose of any of its equipment or materials in any
areas within IFAD premises or on IFAD property
without appropriate authorization from IFAD.
ARTICLE 3 ASSIGNMENT
(a) The Contractor may not assign, transfer, pledge or
make any other disposition of the Contract, of any
part of the Contract, or of any of the rights, claims
or obligations under the Contract except as may be
provided for in this Contract or with the prior
written authorization of IFAD. Any such
unauthorized assignment, transfer, pledge or other
disposition, or any attempt to do so, shall not be
binding on IFAD.
(b) Any assignment or transfer by the Contractor which
is not authorized by IFAD will be void and IFAD
reserves the right in such case, without prejudice to
other rights or remedies, to terminate the Contract
without liability effective upon the Contractor’s
receipt of notification of termination. Except as
permitted with respect to any approved
subcontractors, the Contractor shall not delegate any
of its obligations under this Contract, except with
the prior written consent of IFAD. Any such
unauthorized delegation, or attempt to do so, shall
not be binding on IFAD.
(c) The Contractor agrees that IFAD may, at its
discretion, assign, transfer, pledge, or make other
disposition of this Contract or any part hereof, or
any of IFAD’s rights or obligations under this
Contract upon written notification within a
reasonable period of time either prior to or following
such assignment, transfer, pledge or subcontracting
arrangement.
ARTICLE 4 SUB-CONTRACTING
(a) In the event that the Contractor requires the services
of subcontractors to perform any obligations under
the Contract, and except as may be provided for in
the Contract, the Contractor shall obtain the prior
written approval of IFAD.
(b) IFAD shall be entitled, in its sole discretion, to
review the qualifications of any subcontractors and
to reject any proposed subcontractor that IFAD
reasonably considers is not qualified to perform
obligations under the Contract. The approval by
IFAD of a Subcontractor shall not relieve the
Contractor of any of its obligations under the
Contract. IFAD shall have the right to require any
subcontractor’s removal from IFAD premises
without having to give any justification therefor.
Any such rejection or request for removal shall not,
in and of itself, entitle the Contractor to claim any
delays in the performance, or to assert any excuses
for the non-performance, of any of its obligations
under the Contract, and the Contractor shall be
solely responsible for all services and obligations
performed by its subcontractors. The terms of any

subcontract shall be subject to, and shall be
construed in a manner that is fully in accordance
with, all of the terms and conditions of the Contract.
ARTICLE 5 EXAMINATION AND ACCEPTANCE
(a) IFAD reserves the right to examine the equipment,
materials and supplies and/or assess the services
provided under this Contract, at any time prior to
the expiry of this Contract. Without any additional
charge, the Contractor shall provide all facilities for
the examination and all necessary support to ensure
that examinations can be performed in such a
manner as not to unduly delay delivery.
(b) In case of rejection by IFAD of the equipment,
materials, supplies and/or services provided, a new
review may be carried out by the representatives of
both IFAD and the Contractor, if promptly
requested by the Contractor and before IFAD
exercises any legal remedies. The Contractor shall
bear the expenses of such a review.
(c) If this Contract specifically requires the Contractor
to procure equipment, materials or supplies on
behalf of IFAD, such procurement shall be of new
equipment, materials or supplies unless
procurement of used equipment, materials or
supplies is approved in advance in writing by IFAD.
ARTICLE 6 TITLE
The Contractor warrants and represents that the goods
delivered under the Contract are unencumbered by any
third party’s title or other property rights, including, but
not limited to, any liens or security interests. Unless
otherwise expressly provided in the Contract, title in and
to the goods shall pass from the Contractor to IFAD upon
delivery of the goods and their acceptance by IFAD in
accordance with the requirements of the Contract.
ARTICLE 7 EXPORT LICENSING
The Contractor shall be responsible for obtaining any
export licence required with respect to the goods,
products, or technologies, including software, sold,
delivered, licensed or otherwise provided to IFAD under
the Contract. The Contractor shall procure any such
export licence in an expeditious manner. Subject to and
without any waiver of the privileges and immunities of
IFAD, IFAD shall lend the Contractor all reasonable
assistance required for obtaining any such export licence.
Should any governmental entity refuse, delay or hinder the
Contractor’s ability to obtain any such export license, the
Contractor shall promptly consult with IFAD to enable
IFAD to take appropriate measures to resolve the matter.
ARTICLE 8 INDEMNIFICATION
(a) The Contractor shall indemnify, defend, and hold
and save harmless, IFAD and its officials, agents
and employees, from and against all suits,
proceedings, claims, demands, losses and liability
of any kind or nature brought by any third party
against IFAD, including, but not limited to, all
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LTA N. XXXX
litigation costs and expenses, attorney’s fees,
settlement payments and damages, based on, arising
from, or relating to:
(i) allegations or claims that the possession of or
use by IFAD of any patented device, any
copyrighted material, or any other goods,
property or services provided or licensed to
IFAD under the terms of the Contract, in
whole or in part, constitutes an infringement
of any patent, copyright, trademark, or other
intellectual property right of any third party;
or
(ii) any acts or omissions of the Contractor, or of
any subcontractor or anyone directly or
indirectly employed by them in the
performance of the Contract, which give rise
to legal liability to anyone not a party to the
Contract, including, without limitation, claims
and liability in the nature of a claim for
workers’ compensation.
(b) In addition to the indemnity obligations set forth in
this Article, the Contractor shall be obligated, at its
sole expense, to defend IFAD and its officials,
agents and employees, pursuant to this Article, for
any action or omission which might cause liability
to IFAD, regardless of whether the suits,
proceedings, claims and demands in question
actually give rise to or otherwise result in any loss
or liability.
(c) IFAD shall advise the Contractor about any such
suits, proceedings, claims, demands, losses or
liability within a reasonable period of time after
having received actual notice thereof and shall
assert the privileges and immunities of IFAD or any
matter relating thereto as appropriate. IFAD shall
have the right, at its own expense, to be represented
in any such suit, proceeding, claim or demand by
independent counsel of its own choosing.
(d) In the event the use by IFAD of any goods,
property or services provided or licensed to IFAD
by the Contractor, is found to infringe a third party
right, then the Contractor, at its sole cost and
expense, shall, promptly, either:
(i) procure for IFAD the unrestricted right to
continue using such goods or services
provided to IFAD;
(ii) replace or modify the goods or services
provided to IFAD, or part thereof, with the
equivalent or better goods or services, or part
thereof, that is non-infringing; or,
(iii) refund to IFAD the full price paid by IFAD
for the right to have or use such goods,
property or services, or part thereof.
(e) For the purposes of this Article, the term “third
party” shall be deemed to include, inter alia,
officials, employees and other representatives of the
United Nations, IFAD, and other Specialized
Agencies participating in the implementation of this
Contract as well as any person or entity employed
by the Contractor or otherwise performing services
for, or supplying goods to, the Contractor.

ARTICLE 9 INSURANCE AND LIABILITY
(a) The Contractor shall pay IFAD promptly for all loss,
destruction, or damage to the property of IFAD
caused by the Contractor’s personnel or by any of its
subcontractors or anyone else directly or indirectly
employed by the Contractor or any of its
subcontractors in the performance of the Contract.
(b) Unless otherwise provided in the Contract, prior to
commencement of performance of any other
obligations under the Contract, and subject to any
limits set forth in the Contract, the Contractor shall
take out and shall maintain for the entire term of the
Contract, for any extension thereof, and for a period
following any termination of the Contract
reasonably adequate to deal with losses:
(i) insurance against all risks in respect of its
property and any equipment used for the
performance of the Contract;
(ii) workers’ compensation insurance, or its
equivalent, or employer’s liability insurance,
or its equivalent, with respect to the
Contractor’s personnel sufficient to cover all
claims for injury, death and disability, or any
other benefits required to be paid by law, in
connection with the performance of the
Contract;
(iii) liability insurance in an adequate amount to
cover all claims, including, but not limited to,
claims for death and bodily injury, products
and completed operations liability, loss of or
damage to property, and personal and
advertising injury, arising from or in
connection with the Contractor’s performance
under the Contract, including, but not limited
to, liability arising out of or in connection with
the acts or omissions of the Contractor, its
personnel, agents, or invitees, or the use,
during the performance of the Contract, of any
vehicles, boats, airplanes or other
transportation vehicles and equipment,
whether or not owned by the Contractor; and,
(iv) such other insurance as may be agreed upon in
writing between IFAD and the Contractor.
(c) The Contractor’s liability policies shall also cover
subcontractors and all defence costs and shall
contain a standard “cross liability” clause.
(d) The Contractor acknowledges and agrees that IFAD
accepts no responsibility for providing life, health,
accident, travel or any other insurance coverage
which may be necessary or desirable in respect of
any personnel performing services for the
Contractor in connection with the Contract.
(e) Except for the workers’ compensation insurance or
any self-insurance programme maintained by the
Contractor and approved by IFAD, in its sole
discretion, for purposes of fulfilling the Contractor’s
requirements for providing insurance under the
Contract, the insurance policies required under the
Contract shall:
11
LTA N. XXXX
(i) include a waiver of subrogation of the
Contractor’s insurance carrier’s rights against
IFAD;
(ii) include a provision for response on a primary
and non-contributing basis with respect to any
other insurance that may be available to IFAD.
(f) The Contractor shall be responsible to fund all
amounts within any policy deductible or retention.
(g) Except for any self-insurance programme
maintained by the Contractor and approved by
IFAD for purposes of fulfilling the Contractor’s
requirements for maintaining insurance under the
Contract, the Contractor shall maintain the insurance
taken out under the Contract with reputable insurers
that are in good financial standing and that are
acceptable to IFAD. Prior to the commencement of
any obligations under the Contract, the Contractor
shall provide IFAD with evidence, in the form of
certificate of insurance or such other form as IFAD
may reasonably require, that demonstrates that the
Contractor has taken out insurance in accordance
with the requirements of the Contract.
(h) IFAD reserves the right, upon written notice to the
Contractor, to request copies of any insurance
policies or insurance programme descriptions
required to be maintained by the Contractor under
the Contract. The Contractor shall promptly notify
IFAD concerning any cancellation or material
change of insurance coverage required under the
Contract.
(i) The Contractor acknowledges and agrees that
neither the requirement for taking out and
maintaining insurance as set forth in the Contract
nor the amount of any such insurance, including, but
not limited to, any deductible or retention relating
thereto, shall in any way be construed as limiting the
Contractor’s liability arising under or relating to the
Contract.
ARTICLE 10 EQUIPMENT FURNISHED BY IFAD TO
THE CONTRACTOR
Title to any equipment and supplies that may be furnished
by IFAD to the Contractor for the performance of any
obligations under the Contract shall rest with IFAD, and
any such equipment shall be returned to IFAD at the
conclusion of the Contract or when no longer needed by
the Contractor. Such equipment, when returned to IFAD,
shall be in the same condition as when delivered to the
Contractor, subject to normal wear and tear, and the
Contractor shall be liable to compensate IFAD for the
actual costs of any loss of, damage to, or degradation of
the equipment that is beyond normal wear and tear.
ARTICLE 11 COPYRIGHT, PATENTS AND OTHER
PROPRIETARY RIGHTS
(a) Except as is otherwise expressly provided in writing
in the Contract, IFAD 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 which the Contractor has developed
for IFAD under the Contract and 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 Contract. The Contractor
acknowledges and agrees that such products,
documents and other materials constitute works
made for hire for IFAD.
(b) To the extent that any such intellectual property or
other proprietary rights consist of any intellectual
property or other proprietary rights of the
Contractor: (i) that pre-existed the performance by
the Contractor of its obligations under the Contract,
or (ii) that the Contractor may develop or acquire, or
may have developed or acquired, independently of
the performance of its obligations under the
Contract, IFAD does not and shall not claim any
ownership interest thereto, and the Contractor grants
to IFAD a perpetual licence to use such intellectual
property or other proprietary right solely for the
purposes of and in accordance with the requirements
of the Contract.
(c) At the request of IFAD, the Contractor shall take all
necessary steps, execute all necessary documents
and generally assist in securing such proprietary
rights and transferring or licensing them to IFAD in
compliance with the requirements of the applicable
law and of the Contract.
(d) Subject to the foregoing provisions, all maps,
drawings, photographs, mosaics, plans, reports,
estimates, recommendations, documents, and all
other data compiled by or received by the Contractor
under the Contract shall be the property of IFAD,
shall be made available for use or inspection by
IFAD at reasonable times and in reasonable places,
shall be treated as confidential, and shall be
delivered only to IFAD authorized officials on
completion of work under the Contract.
ARTICLE 12 PUBLICITY AND USE OF THE NAME,
EMBLEM OR OFFICIAL SEAL OF IFAD
The Contractor shall not advertise or otherwise make
public for purposes of commercial advantage or goodwill
that it has a contractual relationship with IFAD, nor shall
the Contractor, in any manner whatsoever use the name,
emblem or official seal of IFAD, or any abbreviation of
the name of IFAD in connection with its business or
otherwise without the written permission IFAD.
ARTICLE 13 CONFIDENTIAL NATURE OF
DOCUMENTS AND INFORMATION
(a) All designs, drawings, specifications, reports, data,
computer programmes, and other technical or
proprietary information compiled or developed by
the Contractor or furnished or disclosed to the
Contractor by IFAD under this Contract
(“Information”) shall be the property of IFAD and
shall be treated as confidential and safeguarded by
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LTA N. XXXX
the Contractor, its employees, agents and
representatives. Unless otherwise authorized in
writing by IFAD, the Contractor shall use such
Information only in the performance of the
Contract. Upon completion or termination of the
Contract, the Contractor shall return such
Information to IFAD.
(b) The Contractor may disclose Information to the
extent required by law, provided that, subject to and
without any waiver of the privileges and immunities
of IFAD, the Contractor will give IFAD sufficient
prior notice of a request for the disclosure of
Information in order to allow IFAD to have a
reasonable opportunity to take protective measures
or such other action as may be appropriate before
any such disclosure is made.
(c) IFAD reserves the right to publish the Contractor’s
name and country of registration, the Contract value
and a brief description of the goods or services
provided under the Contract. IFAD reserves the
right to disclose information to the extent required
by its policies or regulations promulgated
thereunder.
(d) A Party shall not be precluded from disclosing
Information that (i) is obtained by that Party from a
third party without restriction, (ii) is disclosed by
the other Party to a third party without any
obligation of confidentiality, (iii) is previously
known by the Party who has received the
Information, or (iv) at any time is developed by the
Party completely independently of any disclosures
hereunder.
(e) The Contractor shall be liable for any breach of
confidentiality or any indirect disclosure that could
vitiate the interests of IFAD. The extent of any such
liability shall be directly proportional to the extent
of the damage caused.
(f) These obligations and restrictions of confidentiality
shall be effective during the term of the Contract,
including any extension thereof, and, unless
otherwise provided in the Contract, shall remain
effective following any termination of the Contract.
ARTICLE 14 FORCE MAJEURE, OTHER CHANGES IN
CONDITIONS
(a) In the event of and as soon as possible after the
occurrence of any cause constituting force majeure,
the affected Party shall give notice and full
particulars in writing to the other Party, of such
occurrence or cause if the affected Party is thereby
rendered unable, wholly or in part, to perform its
obligations and meet its responsibilities under the
Contract. The affected Party shall also notify the
other Party of any other changes in condition or the
occurrence of any event which interferes or
threatens to interfere with its performance of the
Contract. Not more than fifteen (15) days following
the provision of such notice of force majeure or
other changes in condition or occurrence, the
affected Party shall also submit a statement to the

other Party of estimated expenditures that will
likely be incurred for the duration of the change in
condition or the event of force majeure. On receipt
of the notice or notices required hereunder, the
Party not affected by the occurrence of a cause
constituting force majeure shall take such action as
it reasonably considers to be appropriate or
necessary in the circumstances, including the
granting to the affected Party of a reasonable
extension of time in which to perform any
obligations under the Contract or termination under
Article 15. The Contractor shall be liable for any
damages resulting from lack of notice of the force
majeure event.
(b) If the Contractor is rendered unable, wholly or in
part, by reason of force majeure to perform its
obligations and meet its responsibilities under the
Contract, IFAD shall have the right to suspend or
terminate the Contract on the same terms and
conditions as are provided for in Article 15
“Termination,” except that the period of notice shall
be seven (7) days instead of thirty (30) days. In any
case, IFAD shall be entitled to consider the
Contractor permanently unable to perform its
obligations under the Contract in case the
Contractor is unable to perform its obligations,
wholly or in part, by reason of force majeure for
any period in excess of ninety (90) days.
(c) Force majeure as used herein means any
unforeseeable and irresistible act of nature, any act
of war (whether declared or not), invasion,
revolution, insurrection, terrorism, or any other acts
of a similar nature or force, provided that such acts
arise from causes beyond the control and without
the fault or negligence of the Contractor (or on the
part of its personnel, agents, other representatives,
or authorized subcontractors), and proves
insurmountable in spite of all due diligence.
Defects in equipment, material or supplies, or
delays in their availability (unless due to force
majeure), labour disputes, strikes or financial
difficulties shall not constitute an event of force
majeure.
ARTICLE 15 TERMINATION
(a) Either Party may terminate the Contract for cause,
in whole or in part, upon thirty (30) days’ notice, in
writing, to the other Party. The initiation of arbitral
proceedings in accordance with Article 18
“Settlement of Disputes, Conciliation and
Arbitration”, shall not be deemed to be a “cause”
for, or otherwise to be in itself, a termination of the
Contract.
(b) For the purposes of this Article, a “cause” may
include, without being limited to:
(i) unforeseen circumstances beyond the control
of IFAD;
(ii) repeated and/or serious noncompliance with
laws and regulations related to social
13
LTA N. XXXX
contribution, safety measures, pollution,
prevention of injuries in the work place;
(iii) serious contractual breaches compromising
the normal performance under this Contract;
(iv) transfer to third parties, either directly or
indirectly through an intermediary, of all or
part of the rights and obligations pertaining to
the services under this Contract, except for
subcontracts duly authorized by IFAD;
(v) gross negligence;
(vi) unjustified delay in the execution of the
services, so as to substantially prejudice the
achievement of IFAD’s objectives under this
Contract;
(vii) default in the submission of the bank
guarantee as required, if applicable.
(c) IFAD may terminate the Contract at any time by
providing written notice to the Contractor in any
case in which IFAD’s operations are terminated in
accordance with Article 9 Section 4 of the
Agreement Establishing IFAD, and if the
Contractor ceases to be registered under the laws of
an IFAD Member State. In addition each
contracting Party may, of its own volition and
without being required to pay compensation,
terminate the Contract by serving formal written
notice to the other Party of sixty (60) days in
advance, unless the Contract provides otherwise.
(d) In the event of any termination of the Contract,
upon receipt of notice of termination that has been
issued by IFAD, the Contractor shall, except as may
be directed by IFAD in the notice of termination or
otherwise in writing:
(i) take immediate steps to bring the performance
of any obligations under the Contract to a
close in a prompt and orderly manner, and in
doing so, reduce expenses to a minimum;
(ii) refrain from undertaking any further or
additional commitments under the Contract as
of and following the date of receipt of such
notice;
(iii) place no further subcontracts or orders for
materials, services, or facilities, except as
IFAD and the Contractor agree in writing are
necessary to complete any portion of the
Contract that is not terminated;
(iv) terminate all subcontracts or orders to the
extent they relate to the portion of the
Contract terminated;
(v) transfer title and deliver to IFAD the
fabricated or un fabricated parts, work in
process, completed work, supplies, and other
material produced or acquired for the portion
of the Contract terminated;
(vi) deliver all completed or partially completed
plans, drawings, information, and other
property that, if the Contract had been
completed, would be required to be furnished
to IFAD thereunder;
(vii) complete performance of the work not
terminated; and,

(viii) take any other action that may be necessary,
or that IFAD may direct in writing, for the
minimization of losses and for the protection
and preservation of any property, whether
tangible or intangible, related to the Contract
that is in the possession of the Contractor and
in which IFAD has or may be reasonably
expected to acquire an interest.
(e) In the event of any termination of the Contract,
IFAD shall be entitled to obtain reasonable written
accountings from the Contractor concerning all
obligations performed or pending in accordance
with the Contract. In addition, IFAD shall not be
liable to pay the Contractor except for those goods
delivered and services provided to IFAD in
accordance with the requirements of the Contract,
but only if such goods or services were ordered,
requested or otherwise provided prior to the
Contractor’s receipt of notice of termination from
IFAD or prior to the Contractor’s tendering of
notice of termination to IFAD.
(f) The Contractor shall immediately report any change
in its legal status or control to IFAD. IFAD may,
without prejudice to any other right or remedy
available to it, terminate the Contract forthwith by
giving 30 days’ notice in the event that:
(i) the Contractor is adjudged bankrupt, or is
liquidated, or becomes insolvent, or applies
for a moratorium or stay on any payment or
repayment obligations, or applies to be
declared insolvent;
(ii) the Contractor is granted a moratorium or a
stay, or is declared insolvent;
(iii) the Contractor makes an assignment for the
benefit of one or more of its creditors;
(iv) the Contractor offers a settlement in lieu of
bankruptcy or receivership; or,
(v) IFAD reasonably determines that the
Contractor has become subject to a materially
adverse change in its financial condition that
threatens to substantially affect the ability of
the Contractor to perform any of its
obligations under the Contract.
(g) Except as prohibited by law, the Contractor shall be
bound to compensate IFAD for all damages and
costs, including, but not limited to, all costs
incurred by IFAD in any legal or non-legal
proceedings, as a result of any of the events
specified in paragraph (f) above, and resulting from
or relating to a termination of the Contract, even if
the Contractor is adjudged bankrupt, or is granted a
moratorium or stay or is declared insolvent. The
Contractor shall immediately inform IFAD of the
occurrence of any of the events specified in said
paragraph, and shall provide IFAD with any
information pertinent thereto.
(h) The provisions of this Article are without prejudice
to any other rights or remedies of IFAD under the
Contract or otherwise.
ARTICLE 16 NON-WAIVER OF RIGHTS
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LTA N. XXXX
The failure by either Party to exercise any rights available
to it, whether under the Contract or otherwise, shall not be
deemed for any purposes to constitute a waiver by the
other Party of any such right or any remedy associated
therewith, and shall not relieve the Parties of any of their
obligations under the Contract.
ARTICLE 17 NON-EXCLUSIVITY
Unless otherwise specified in the Contract, IFAD shall
have no obligation to purchase any minimum quantities of
goods or services from the Contractor, and IFAD shall
have no limitation on its right to obtain goods or services
of the same kind, quality and quantity described in the
Contract, from any other source at any time.
ARTICLE 18 SETTLEMENT OF DISPUTES,
CONCILIATION AND ARBITRATION
(a) Any dispute between the Parties concerning the
interpretation and implementation of this Contract
will be settled amicably through negotiation or, if
not settled through negotiation, another agreed
mode of settlement, may, if both Parties agree, be
submitted to one conciliator. Should the Parties fail
to reach agreement on the name of a sole
conciliator, each Party shall appoint one conciliator.
The conciliation shall be carried out in accordance
with the Conciliation Rules of the United Nations
Commission on International Trade Law
(“UNCITRAL”), as at present in force.
(b) Any dispute which cannot be settled in accordance
with paragraph (a) above within 90 (ninety) days
after receipt by one Party of the other Party’s
written request for such settlement, shall be settled
by arbitration in accordance with the UNCITRAL
Arbitration Rules as at present in force.
Arbitrations under this provision shall be
administered by the International Bureau of the
Permanent Court of Arbitration. The number of
arbitrators shall be three. The seat of Arbitration
shall be Rome, and the language of the arbitration
proceedings shall be English.
(c) Decisions of the arbitral tribunal shall be final and
binding on the Parties. The arbitral tribunal shall
have no authority to award punitive damages or,
unless otherwise expressly provided in this
Contract, to award interest in which case such
interest shall not be in excess of the London Inter-
Bank Offered Rate (“LIBOR”) then prevailing, and
any such interest shall be simple interest only.
ARTICLE 19 PRIVILEGES AND IMMUNITIES AND
APPLICABLE LAw
Nothing contained in or relating to this Contract shall be
deemed a waiver, express or implied, of the privileges and
immunities accorded to IFAD under any Treaty, domestic
or international law, nor as conferring any privileges or
immunities of IFAD on the Contractor or its employees,
nor as acceptance by IFAD of the jurisdiction of the courts
of any country over disputes arising out of this Contract.

Notwithstanding any specific provision herein, this
Contract and any dispute arising therefrom shall be
governed by general principles of law to the exclusion of
any single national system of law. General principles of
law shall be deemed to include the UNIDROIT Principles
of International Commercial Contracts 2010.
ARTICLE 20 TAX EXEMPTION
(a) Pursuant to Article III Section 9 of the Convention
on the Privileges and Immunities of the Specialised
Agencies approved by the General Assembly of the
United Nations on 21 November 1947, IFAD is
exempt from all direct taxes, except charges for
public utility services, on its assets, income and
other property, and also is exempt from customs
restrictions, duties and charges of a similar nature in
respect of articles imported or exported for its
official use.
(b) In addition, Article IX Sections 15 and 16 of the
Headquarters Agreement between Italy and IFAD
as ratified by Law 289 on May 23, 1980 also
exempts IFAD from the payment of taxes, including
Italian VAT.
(c) Articles 8, 9 and 72 of Decree of the President No.
633/1972 and subsequent amendments, as well as
Article 15(10) of EC Directive 77/388, as amended
by Directive 91/680 also acknowledges IFAD’s
exemption from the payment of VAT for the
provision of services in EU countries.
(d) In the event any governmental authority refuses to
recognize the exemptions of IFAD from such taxes,
restrictions, duties, or charges, the Contractor shall
immediately consult with IFAD to determine a
mutually acceptable procedure.
(e) The Contractor shall explicitly specify this tax
exemption on each invoice. The Contractor
authorizes IFAD to deduct from the Contractor’s
invoices any amount representing such taxes, duties
or charges, unless the Contractor has consulted with
IFAD before the payment thereof and IFAD has, in
each instance, specifically authorized the Contractor
to pay such taxes, duties, or charges under written
protest. In that event, the Contractor shall provide
IFAD with written evidence that payment of such
taxes, duties or charges has been made and
appropriately authorized, and IFAD shall reimburse
the Contractor for any such taxes, duties, or charges
so authorized by IFAD and paid by the Contractor
under written protest.
ARTICLE 21 MODIFICATIONS
(a) IFAD may at any time by written instructions make
changes within the general scope of this Contract
and the Contractor shall be obliged to implement
such changes in a timely manner. If any such
change causes an increase or decrease in the
quantities of goods and/or services or the time
required for performance of this Contract, an
equitable adjustment shall be made in the order
price or delivery schedule, or both, and the Contract
15
LTA N. XXXX
shall be amended, terminated or reissued
accordingly.
(b) Any claim by the Contractor for adjustment under
this Article must be asserted within thirty (30) days
from the date of receipt by the Contractor of the
notification of change; provided, however, that
IFAD may, at its sole discretion, receive and act
upon any such claim asserted at any time prior to
final payment under this Contract. A dispute
arising from failure to agree to any adjustments
shall be subject to the provisions of Article 18
“Settlement of Disputes, Conciliation and
Arbitration”, of this Contract. However, nothing in
this Article shall relieve the Contractor from its
obligation to proceed with the performance of the
Contract as changed.
(c) No modification of or change in the terms of this
Contract shall be valid or enforceable against IFAD
unless it is in writing and signed by a duly
authorized officer.
(d) Any modification of this Contract other than the
changes provided for under paragraph (a) above
shall be effected by an amendment to this Contract
to be mutually agreed between the Parties hereto.
ARTICLE 22 AUDITS AND INVESTIGATIONS
(a) Each invoice paid by IFAD shall be subject to a
post-payment audit by auditors, whether internal or
external, of IFAD or by other authorized and
qualified agents of IFAD at any time during the term
of the Contract and for a period of two (2) years
following the expiration or prior termination of the
Contract. IFAD shall be entitled to a refund from
the Contractor for any amounts shown by such
audits to have been paid by IFAD other than in
accordance with the terms and conditions of the
Contract.
(b) The Contractor acknowledges and agrees that, from
time to time, IFAD may conduct investigations
relating to any aspect of the Contract or the award
thereof, the obligations performed under the
Contract, and the operations of the Contractor
generally relating to performance of the Contract.
The right of IFAD to conduct an investigation and
the Contractor’s obligation to comply with such an
investigation shall not lapse upon expiration or prior
termination of the Contract.
(c) The Contractor shall provide its full and timely
cooperation with any such inspections, post-
payment audits or investigations.
(d) The contractor shall not commit any of the
followings acts that would obstruct an audit or
investigation:
(i) deliberately destroy, falsify, alter or conceal
evidence material to the investigation or make
false statements to investigators in order to
materially impede an investigation into
allegations of a corrupt, fraudulent, coercive
or collusive practice;

(ii) threaten, harass or intimidate any party to
prevent it from disclosing its knowledge of
matters relevant to the investigation or from
pursuing the investigation; or
(iii) perform other acts intended to materially
impede the exercise of IFAD’s contractual
rights of audit or access to information.
(e) If the Contractor fails to comply with IFAD’s
request, or otherwise obstructs IFAD’s review of the
matter, IFAD, in its sole discretion, may take
appropriate action against the Contractor.
ARTICLE 23 LIMITATION ON ACTIONS
Except with respect to any indemnification obligations in
Article 8, above or as are otherwise set forth in the
Contract, any conciliation/arbitral proceedings in
accordance with Article 18, above, arising out of the
Contract must be commenced within twelve (12) months
after the cause of action has accrued.
The Parties further acknowledge and agree that, for these
purposes, a cause of action shall accrue when the breach
actually occurs, or, in the case of latent defects, when the
injured Party knew or should have known all of the
essential elements of the cause of action, or in the case of
a breach of warranty, when tender of delivery is made,
except that, if a warranty extends to future performance of
the goods or any process or system and the discovery of
the breach consequently must await the time when such
goods or other process or system is ready to perform in
accordance with the requirements of the Contract, the
cause of action accrues when such time of future
performance actually begins.
ARTICLE 24 ESSENTIAL TERMS
The Contractor acknowledges and agrees that each of the
provisions in Articles 25 to 35 hereof constitutes an
essential term of this Contract and that any breach of any
of these provisions shall entitle IFAD to take immediate
measures upon notice to the Contractor, including but not
limited to the termination of this Contract or any other
contract with IFAD, without any liability for termination
charges or any other liability of any kind.
ARTICLE 25 SOURCE OF INSTRUCTIONS
The Contractor shall neither seek nor accept instructions
from any authority external to IFAD in connection with
the performance of its obligations under the Contract.
Should any authority external to IFAD seek to impose any
instructions concerning, or restrictions on, the
Contractor’s performance under the Contract, the
Contractor shall promptly notify IFAD and provide all
reasonable assistance required by IFAD. The Contractor
shall not take any action in respect of the performance of
its obligations under the Contract that may adversely
affect the interests of IFAD, and the Contractor shall
perform its obligations under the Contract with the fullest
regard to the interests of the IFAD.
ARTICLE 26 OFFICIALS NOT TO BENEFIT
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LTA N. XXXX
The Contractor warrants that it has not and shall not offer
to any representative, official, employee, or other agent of
IFAD any direct or indirect benefit arising from or related
to the performance of the contract or of any other contract
with IFAD or the award thereof or for any other purpose
intended to gain an advantage for the Contractor.
ARTICLE 27 OBSERVANCE OF THE LAW
(a) The Contractor shall comply with all laws,
ordinances, rules, and regulations bearing upon the
performance of its obligations under the Contract.
(b) The Contractor shall promptly correct any
violations thereof and shall keep IFAD informed of
any conflict or problem arising in relation to
national authorities. In addition, the Contractor
shall maintain compliance with all obligations
relating to its registration as a qualified vendor of
goods or services to IFAD, as such obligations are
set forth in IFAD vendor registration procedures.
ARTICLE 28 UN SUPPLIER CODE OF CONDUCT
The Contractor expressly agrees to abide by the UN
Supplier Code of Conduct, which is an integral part of
these General Terms and Conditions (available at
https://www.un.org/Depts/ptd/about-us/un-supplier-code-
conduct), and to immediately inform IFAD of any practice
inconsistent thereto arising prior to, or during, the
execution of the Contract.
ARTICLE 29 LABOUR
The Contractor shall: (i) respect the prohibition of forced
or compulsory labour in all its forms; (ii) respect the
freely exercised right of workers, without distinction, to
organize, to further and defend their interest as well as the
protection of those workers who exercise their right to
organize; (iii) ensure equality of opportunity and treatment
in respect of employment and occupation; and (iv) ensure
fair and reasonable conditions of safety, health and
welfare.
The Contractor represents and warrants that neither it, its
parent entities (if any), nor any of the Contractor’s
subsidiary or affiliated entities (if any) is engaged in any
practice inconsistent with the rights set forth in the
Convention on the Rights of the Child, including Article
32 thereof, which inter alia, requires that a child shall be
protected from performing any work that is likely to be
hazardous or to interfere with the child’s education, or to
be harmful to the child’s health or physical, mental,
spiritual, moral or social development.
ARTICLE 30 SEXUAL HARASSMENT AND SEXUAL
EXPLOITATION AND ABUSE
(a) The Contractor expressly agrees to abide by and to
perform the Contract in compliance with IFAD's
Policy on Preventing and Responding to Sexual
Harassment, Sexual Exploitation and Abuse, which
is an integral part of these General Terms and

Conditions, available at
https://www.ifad.org/documents/38711624/4073835
8/SEA_e_web.pdf/85275c4d-8e3f-4df0-9ed8-
cebaacfab128.
(b) The Contractor shall take all appropriate measures
to prevent and prohibit Sexual Harassment and
Sexual Exploitation and Abuse on the part of its
personnel and subcontractors or anyone else directly
or indirectly employed by the Contractor or any of
its subcontractors in the performance of the
Contract.
(c) The Contractor shall immediately report to IFAD
any incidents of Sexual Harassment and Sexual
Exploitation and Abuse arising out of or in
connection with the performance of the Contract or
prior to its execution, including convictions,
disciplinary measures, sanctions or investigations.
(d) IFAD may take appropriate measures, including the
termination of the Contract, on the basis of proven
acts of Sexual Harassment, Sexual Exploitation and
Abuse arising out of or in connection with the
performance of the Contract.
ARTICLE 31 ENVIRONMENT
The Contractor shall promote environmental friendly
policies, including the handling of hazardous materials,
waste and air emissions.
ARTICLE 32 TERRORISM
The Contractor agrees to undertake all reasonable efforts
to ensure that none of the funds received from IFAD
under this Contract are used to provide support to
individuals or entities: (i) associated with terrorism, as
included in the list maintained by the Security Council
Committee established pursuant to Resolution 1267
(1999); or (ii) that are the subject of sanctions or other
enforcement measures promulgated by the United Nations
Security Council.
ARTICLE 33 MINES
The Contractor warrants and represents that neither it, its
parent entities (if any), nor any of the Contractor’s
subsidiaries or affiliated entities (if any) is engaged in the
sale or manufacture of anti-personnel mines or
components utilized in the manufacture of anti-personnel
mines.
ARTICLE 34 FRAUD AND CORRUPTION
(a) The Contractor (including its officers, employees
and agents) shall adhere to the highest ethical
standards during the procurement and execution of
the Contract, and will not engage in fraud and
corruption.
(b) If IFAD, in accordance with its investigation and
sanctions procedures, substantiates that the
Contractor (including the respective officers,
employees and agents) engaged in an act of fraud
and corruption in competing for, or in executing an
IFAD-financed contract, IFAD may:
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LTA N. XXXX
(i) issue a reprimand in the form of a formal letter
of censure of the entity or individual’s
behaviour;
(ii) reject a proposal for award if it determines that
the bidder or contractor recommended for has,
directly or through an agent, engaged in acts
of fraud and corruption competing for the
contract in question;
(iii) declare a firm or individual ineligible, either
indefinitely or for a stated period of time, to
participate in or be awarded an IFAD-financed
contract;
(iv) cease to make further payments to the
Contractor and, as appropriate, request full or
partial restitution of sums previously paid by
IFAD under the contract; and/or
(v) refer the matter to appropriate law
enforcement authorities.
(c) The Contractor (including its officers, employees
and agents) undertakes to report to IFAD all
suspected acts of fraud or corruption of which they
have knowledge or become aware. Failure to
disclose suspected fraud or corruption will be
considered a breach of the Contract and a ground for
its termination, and may subject the Contractor to
investigation and sanctions processes for violation
of the prohibition against fraud and corruption.
(d) Fraud and corruption are prohibited and include, but
are not limited to, acts of corrupt practice, fraudulent
practice, collusive practice and coercive practice.
(e) For the purposes of this paragraph, the following
terms shall have the following meanings:
(i) “corrupt practices” is the offering, giving,
receiving, or soliciting, directly or indirectly,
anything of value to improperly influence the
actions of another party;
(ii) “fraudulent practice” is any act or omission,
including a misrepresentation, that knowingly
or recklessly misleads, or attempts to mislead,
a party to obtain a financial or other benefit or
to avoid an obligation;
(iii) “collusive practice” is an arrangement
between two or more parties designed to
achieve an improper purpose, including
influencing improperly the actions of another
party;
(iv) “coercive practice” is impairing or harming, or
threatening to impair or harm, directly or
indirectly, any party or the property of the
party, to improperly influence the actions of
that party.
(f) The Contractor warrants:
(i) to have read and understood IFAD’s policies
and procedures concerning fraud and
corruption;
(ii) that it has not engaged in any violation of the
policies on fraud and corruption described
herein;
(iii) that it has not misrepresented or concealed any
material facts during the procurement or

contract negotiation process or performance of
the contract;
(iv) that neither they, nor any of their director,
officers or principal shareholders have been
declared ineligible to be awarded IFAD
financed contracts or have been convicted of a
crime involving fraud or corruption;
(v) that none of their directors, officers or
principal shareholders have been a director,
officer or principal shareholder of any other
company or entity that has been declared
ineligible to be awarded an IFAD-financed
contract or has been convicted of a crime
involving fraud or corruption;
(vi) that all commissions, agents’ fees, facilitating
payments or revenue-sharing agreements
related to the IFAD-financed contract or
consulting agreement have been disclosed;
(vii) that they acknowledge that the breach of any
of these warranties constitutes a basis for the
imposition of any or a combination of the
remedial measures described in this Article.
(g) The imposition of any action to be taken by IFAD
pursuant to the provisions referred to in this Article
may be public or private, in accordance with the
policies of IFAD.
ARTICLE 35 DISCLOSURE OF SANCTIONS OR
TEMPORARY SUSPENSION
(a) The Contractor warrants that it is not subject to any
sanction or temporary suspension imposed by any
International or UN Organization and that none of
its affiliates or agents is subject of such sanction or
temporary suspension. In instances where the
contractor was debarred by other organizations, but
such debarment ended prior to the execution of the
contract, the contractor shall disclose this fact to
IFAD.
(b) If at the time of execution of this contract or
throughout its duration, the Contractor or any of its
affiliates, or agents, is suspended, debarred, or
otherwise identified as ineligible by any
International Organization or country, the
Contractor shall disclose this fact to IFAD.
(c) The Contractor recognizes that a breach of these
provisions will entitle IFAD to terminate its
contract with the Contractor, and that material
misrepresentations on its status constitute a
fraudulent practice.
ARTICLE 36 COLLABORATION WITH CERTAIN
COUNTRIES
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LTA N. XXXX
(a) IFAD reserves the right to communicate in writing
to the Contractor, countries from which no goods or
services shall be purchased directly or indirectly for
purposes of delivery, distribution, installation, or
use under this Contract following a decision of the
United Nations Security Council taken under
Chapter VII of the Charter of the United Nations.
(b) These communications shall be deemed a condition
of this Contract and be incorporated by the
Contractor in any contracts with authorized
subcontractors.
ARTICLE 37 CONFLICT OF INTEREST
The Contractor shall provide professional, objective and
impartial advice and at all times hold IFAD’s interests
paramount, act without any consideration for future work,
and strictly avoid conflicts with other assignments or its
own corporate interests. Contractors have an obligation to
disclose any situation of actual, apparent or potential
conflict that impacts their capacity to serve the best
interest of IFAD, or that may reasonably be perceived as
having this effect, and to disclose to IFAD if any staff
under contract with IFAD may have an interest of any
kind in the contractor’s business or any kind of economic
ties with the Contractor. Failure to disclose said situations
shall be considered a breach of this Contract and a
violation of the prohibition against fraud and corruption
described in Article 34 and may lead to the
disqualification of the Contractor, the termination of this
Contract and/or other measures as provided herein.
ARTICLE 38 PAYMENT
Unless expressly stipulated otherwise in the Contract,
IFAD shall make payment usually by means of a bank
remittance:
(a) Within 30 days of receiving the invoice and any
other documents specified in the Contract or within
30 days of the date on which performance of the
Contract was satisfactorily completed, whichever is
the latest dated one.
(b) The price of the services shall be as stated in the
Contract and may not be increased, except by the
express and written agreement of IFAD.
(c) IFAD shall not pay any charge for late payment
unless this has been expressly agreed to in writing.
(d) Payment shall not be made for services that have
not been accepted as provided for in Article 5 of
these General Terms and Conditions. Payment by
IFAD shall not be deemed to be acceptance of
services.
(e) Payment shall be made in Euros unless otherwise
stipulated in the Contract.
(f) Advance payment shall only be made if
expressly authorised by IFAD in the Contract and only
where normal commercial practice or the interests of
IFAD require so.
 LTA No: XXXX
Annex I

SAMPLE OF WORK ORDER

WORK ORDER

Work Order No: x

Contractor:
LTA No:
Purchase Order (PO) No:
Fees per day:
Total amount:
Duration of the services:
Number of days:
Signed on behalf of IFAD: Signed on behalf of [name of the Contractor]

Name and Title Name and Title

1. Description of work to be performed as per Annex IV “Statement of services to be

provided”
2. Duration and timing of Work Order
3. Contractor’s proposed contractor’s personnel
4. Schedule and method of payment
5. Working hours
6. Work practices
7. User acceptance

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 LTA No: XXXX
Annex II
SCHEDULE AND METHOD OF PAYMENTS

1. Subject to the provisions of Article 6 of Section I of this LTA and those of this Annex, for the
services performed in connection with any Work Order, the Organization shall pay to the Contractor, upon
receipt of invoices together with appropriate supporting documents, at the office indicated in paragraph 2
below. The Organization shall pay to the Contractor the costs of services actually utilized and certified by the
Organization's Officer-in-Charge at the rates set forth in Annex IV, “Service Fees” not to exceed annual
amount EUR/USD ____, and in accordance with Section II of this LTA.

2. All invoices shall be addressed electronically to:

invoice@ifad.org
International Fund for Agricultural Development
Via Paolo di Dono, 44
00142 Rome (RM) - Italy

3. The Contractor shall indicate clear payment/banking instructions on all invoices which shall bear a
consecutive number and indicate:

a) LTA No. XXXX [this agreement]

b) Relevant Work Order Number;
c) Number of work days for which the invoice is being issued;
d) Timesheet countersigned by the designated IFAD Officer, as per Annex III .

4. The Organization shall make payment to a bank account indicated by the Contractor in its invoice,
provided that the bank account is in the name of the Contractor, located in the country of residence of the
Contractor and indicates the IBAN code. Any request for payment to a bank account other than that of the
Contractor or to a bank other than one located in the Contractor’s country of residence shall be specified
in the pertinent documentation with the reasons for such deviation from standard payment terms.

5. The Organization shall endeavour to effect payment of the invoice submitted within the deadline
specified in Article 38. “Payment” of IFAD’s General Terms and Conditions for the Procurement of
Services but shall under no circumstances be liable to pay interest on amounts not paid within such
period.

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 LTA No: XXXX
Annex III

DESIGNATION OF THE PARTIES' REPRESENTATIVE AND OFFICER-IN-CHARGE

1. For the purpose of the notice, amendment, or request required or permitted to be given or made
under this LTA, the Organization has designated the Organization’s Representative involve as far as its
own individual competence and qualifications are concerned. It is understood that any commitments by the
Organization which would increase or decrease its financial liability as set out in Article 6 of Section I shall
only be binding on the Organization if they are the subject of a formal amendment to this LTA, duly signed
by the authorized IFAD signatory.

2. The contractor authorizes IFAD to share the agreement and all relevant information with other
UN Organisations that may be interested in adopting the contract established by IFAD and to publish it
on www.ungm.com.

3. For the purpose of the performance of this LTA, the Organization has designated the following
Officer-in-charge at its Headquarters:

[Name & Title]

[Division]
[Email]
International Fund for Agricultural Development
Via Paolo di Dono, 44
00142, Rome
Italy

4. For the purpose of the performance of this LTA, the Contractor has designated the following person(s) to
represent it and undertakes to timely notify to IFAD any change to his/her contact details:

[Name & Title]

[Email]
[Number]

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 LTA No: XXXX
Annex IV
STATEMENT OF SERVICES TO BE PROVIDED

The Contractor shall, upon the issuance of a Work Order by the Organization, provide the services set out in
this Annex and in accordance with the specifications and schedule mentioned herein and in the Work Order:

1. Terms of Reference of the tender IFAD/20XX/0XX/XXX; (to be attached)

2. Technical Proposal of the Contractor. (to be attached)

The Organization is only liable for the costs of services actually provided in connection with Work Orders
issued by the Organization and signed by the Contractor.

SERVICE FEES

For the execution of the required services, the Contractor shall provide all necessary resources according
to the Commercial Proposal :

3. Commercial Proposal of the Contractor. (to be attached)

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