OX} DIP. UNITED NATIONS DEVELOPMENT PROGRAMME ‘Agreement under the ‘Youth4Business Innovation and Entrepreneurship Facility IDEAthon Innovation Challenge ThisAgreementis entered into on 12 January 2023 between the United Nations Development Programme (hereinafter referred to 3s "UNDP") and Akankwasa Frank hereinafter referred to as “the Innovator) whose address skimatule-Gyagenda road, Kampala, Ueande WHEREAS the innovator’ proposal entitled UGA-PLAY Store ha been selected under the Yuthsfusiness Innovation and Entrepreneurship Fact IDEthon Innovation Challenge for the purpose of developing a platform where Ugandan App developers can sel the software that they develop to he Ugandan market WHEREAS UNDP desires to engage the Services ofthe Inovator on the terms and conditions hereinafter set forth and WHEREAS the innovators ready and wilingto accep ths Agreement with UNDP an the sald terms and NOW, THEREFORE, the Parties hereby agree as fllows: 4 NATURE OF services: ‘te innovator shall perform the Services as described inthe Terms of Reference and the Innovator’ Proposal which form an integral part ofthis Agreement and ae attached hereto as Annex and Arex I 2, AEGAL STATUS: ‘The Inovator shall have the legal status of an independent contractor vis-bis the United Nations Development Programme (UNDP), and shall not be regarded, for any purposes, as being ether a "staff member" of UNDP, under the UN Staff Regulations and Rules, an “offi” of UNDP, fr purposes of the Convention onthe Privlges and Immunities ofthe United Nations, adopted by te General Asernby ‘ofthe United Nations on 13 February 1946. Accordingly, nahing within orelting tothe Agreement shall establish the relationship of employer and employee or of principal and agent, between UNDP and the Innovator. Te ofc, representatives, employees or subcontractors of UNDP an of the Innovator, f any, shall not be considered in any respect as being the employees or agents ofthe athe, and UNDP and ‘the Innovator shal be solely esponsole for al aims ansing out of or relating tothelr engagement of ‘such persons o entities 3. DURATION: “This Agreement shall commence on 16 January 2023 and shallexpice yp stsactry completion of the Services described inthe Terms of Reference mentioned above, but nat later than 85 August 2023 unless Sooner terminated in accordance wth the terme ofthis Agreement 4. coNsioERATION: {As fl consideration forthe Services performed by the Innovator under the tem ofthis Agreement, [UNDP shal pay the Innovator atta af UGX 17,500,000 in accordance withthe tbl st forth below. gh ByPayments shal be made folowing cetfiation by UNDP that the Services related tc each Deliverable, 2s ‘described below, have been satsfactoriy performed and the Deliverables have been achieved by or before the due dates specified below, fay: Deliverables ue Date ‘amount in | Operational makerspace established | Within 30 working dav ater receipt of rant | User feasibly tests with app developers | Within 60 working days aor | conducted. receipt of rant | 3 Minimum Viable Product ofthe UGA-PLAY Store” Within 80 working days er finalued, and intllecual Property applaton | eceipt of ant. subtted i nt) | UsaPLAy Stare launched, and digtalmarieting Within 110 working eave | ectvates ter receipt of grant | Marthiy narrative progress reports | Every 30 calendar day ar documenting the project execution process. recelptof grant. | 17 Tract eaneleten reper aod Beg poit| Within 120 calendar ye] festuring projet an key ieanings er receipt oferant ‘The amount stated in this Ayrement snot subject to any adlustment or reson because of price or currency futuations, or the actual costs incurred by the Inovator inthe performance ofthe Services Lnder ths Agreement. Request for payment must be accompanied by evidence of achievement of 5. ‘TIME AND MANNER OF PAYMENT: Disbursements wl be paid upon aclaverent ofthe above agreed milestones and flowing submission of satisfactory invoices to UNDP. Invoices shall be paid within thity (30) days 9 the date of their ‘acceptance by UNOP. UNDP shall make ever effort to accept anon invoice or advise the Innovator ofitsnon acceptance within reasonable time from receipt. Paymentseffectedby UNDP tothe Innovator Shall be deemed nether to relive the Innovator of hi/her Oblgatons under ths Agreement nor 3 acceptance by UNDP ofthe imovato’s provision ofthe Services. UNDP may monitor, of eqs reporting Of, the utization of funds csbursed by UNDP to the Innovator hereunder Is expested that they il be invested into further development af the Innavato's proposal 6. RIGHTS AND OBLIGATIONS OF THE INNOVATOR ‘The rights and obligations of the Innovator are strictly limited to the terms and condone of this ‘Agreement, including ts Annexes hecordnay, the Innovator shall not be ened to any benef, payment, subsidy, compensation or entitlement, exept as expressly provided inthis Agreement. The Innovator shal b solely lable for claims by thie partes arsing from the lntovtor's own acts ‘omissions in the course of performing this Agreement, and under no ercumstance shall UNDP beheld lable for such clams by thd parties. The Innovator shall perform and complete the Series (as more fully described inthe innovators Project Propsal attached hereto ab Anne I), wih ave dligence and fefcieney, and in acordance with this Agreement. The Innovator shall iso prove all echnical and uminstatve support needed in oder wo ensure the timely and satisfactory deliver ofthe performance ofthe Servers,‘The Innovator presents and warrants the accuracy of any information o ata provided to UNDP forthe purpose of entering into this Agreement. Tis samateril erm, the breach of whith shal be considered {rounds for immediate termination of the Agreement. The Innovator alo represents and warrants the ‘auality ofthe deliverables ana reports foreseen under ths Agreement in accordance withthe highest Industry and professional stndares.Altime lms containe inthis Agreement shall be deemed tobe of ‘the essence in respect ofthe performance ofthe delivery ofthe provision ofthe Serves 7._ PROHIBITION ON ASSIGNMENT; MODIFICATIONS: The innovator shall not asign or transter,or cause tobe assigned or transfered, tether actully or a3 result fa take-over, merger, change of corporate umershp or contr, or ather change in identity or Character ofthe Innovator, his Agreement or any par, share or interest therein. Ay such assignment oF ‘transfer shall be considered “cause” under Article 28 (Termination). The terms or conditions of any supplemental undertakings, leenss or other forms of Agreement concerning secs to be provided under the Agrerent shall nt be valid and enforceable against UNDP nor in any way shal conetute an reement by UNDP thereto, unless any such Undertakings, licenses or other forme of eotract ae the subject ofa val written undertaking by UNDP. No mediation or change nthe Agreement shall be valid and enforceable against UNDP unles provided by means ofa valid written amendment tothe Agreement Signed by the Inovator and an authored official or appropriate contacting authorty of UNDP. SUBCONTRACTORS: Inthe event that the Imovator requires the services of subcontractors to perform ay abgations under the Agreement, the iovatr shall abtaln the prior weten approval of UNDP or anysuch subcontractors, UNDP may, in ts sole discretion, reject any proposed subcontractor or require such subcontractors removal without having to give any justfestion therefore, and such rejection shall not entitle the Innovator to claim any delays inthe performance, oto assert any excuses forthe ron-perormance, of any of his rhe obligations under the Agreement. Te Innovatr shal be solely respensibleforallservices and obligations performed by his her subcontractors. The terms of any subcontract sal be subject, and shal be construed in2 manner thats fly in accordance witha ofthe terme and conditions of the Dereement, 9. PURCHASE OF Goons: To the extent that this Agreement involves any purchase of goods bythe Innovate using UNDP fds, iether in whole rn part the novator shall exercise the same duty of ere in purchasing the goods If the funds were the Innovate's own, and giving consideration tothe following princes of UND? procurement 3) best money for value. ') faimes, integrity, and transparency; and } effective competition 20. INDEMNIFICATION: ‘The innovator shall indemnity, defend, and hold and save harmless UNDP, and it offical, agents and employees, from and against al suits, proceedings, clams, demands, losses andlablty of any kind or ature, including, but not limited to, all Iigtion costs and expenses, attorne/s fees, setlement paymants and damages, based on, arising from, oF relating t: (a) allegation or cis thatthe use by UNDP of any patented device, any copyrighted material or any athr goods or services provided to UND? foritsuse under the terms of the Agreement, in whle orn par, separately rn combination, conetutes aniatingement of any patent, copyright trademark or ather intelectual property rit of any th party, ‘oF (6) any aes or omissions ofthe Innovstr, oF of any subcontractor or anyone rectly or indirect ‘employed by them nthe performance ofthe Agreement, which pve rie to legality ta anyone nt party to the Agreement, including, without limitation, claims and Hablty in the nature of ai for ‘workers! compensation.‘The innovator shall pay UND® promptly forllos, destruction or damage tothe propery of UNDP causes bythe Innovator, or of any subcontractr, or anyone directly oF indvectly employed by them Inthe performance of the Agreement. The Innovator shall be aley responsible or taking ut and for ‘maintaining adequate insurance required to meet any of hs or her obligation under the Agreement, 3, ell 35 for arranging, atthe innovate’ soe expense such fe, heath and other forms of surance 3 he Innovator may consider to be appropiate to cover the period during which te Innovator provides Services under the Agreement. The Innovator acknowledges and agrees that nane of the surance srangements the Inovator sal in anyway, be construed tii the innovators ably arising under for eating to the Agreement 12, ENCUMBRANCES AND LENS: ‘The innovator shal not cause or peemit any en attachment o ther encumbrance by any person to be placed on fle orto remain on fie in any publ offieoron fle with UNDP against any monies due othe Innovator orto Become due for any work donor or against any goods supplied or raters furnished under the Agreement or by reason of any other claim or demand against the innovator. 13, EQUIPMENT FURNISHED BY UNDP TO THE INNOVATOR: Tile to any equipment and supplies that ma Be furnished by UNDP tothe Innovstorfor the performance ‘of any obligations under the Agreement shall est with UNDP, and any such equipment shall berturnes to UNOP at the condusion of the Agreement or when no longer neaded by te lnnovatr. Sueh ‘equipment, when retuened to UNDP, shal be inthe same condition as when deleted othe Innovator, subject to normal wear and tear, andthe Inovatr shal be liable to compensate UNDP fr the actual costs of any loss of, damage to, oF degradation of the equipment thats beyond nora wear an tear. 14, TITE RIGHTS, COPYRIGHT, PATENTS AND OTHER PROPRIETARY RIGHTS Except as is otherwise expressly provided in weing in the Agreement, UNDP shal be ented to al Intellectual property and other sropeetary rights incling, but nt limited to, patents, copyrights, and Lrademarts, with regard to products, processes, invention, ideas, know-how, or documents and other ‘materials which the innovator has develope for UNDP under the Agreement and which beara direct, ‘elation to or are produced or prepared or colected in consequence of, or dureg the course of, the performance ofthe Agreement. The Imovator acknowledges and agrees that such produts, documents Snd other materials conte works made for hie for UNDP. Notwithstanding the forgoing, the UNDP hereby grants the Innovator a worlwide, nonexclusive, non-transferable, and royaty tee eens fuse the intelectual property or other proprietary rights arising from the Innovator’ activites under the Project. "Use" shall mean the ably to use reproduce, subiense, ditibute and communist products Incorporating Sala proprietary rights or non-commerilpurpoes and exlisively on 3 nom profit bas. To the extent that any such intellectual property or other proprietary eights consi of any ntact property or other proprietary rights ofthe Innovator: that pre-eulsted the performance ofthe Innovators obligations under the Agreement, oi) thatthe Innovator may develo or sequie, oF may have develop or acquired independently ofthe performance of ser ablations under the Agreement, [UNDP doesnot and shal nat claim any ownership Interest thereto, and the Innovator Erants to UNDP 3 perpetual icense to use such intelectual propery or other proprietary rit soe forthe purposes of and in acordance withthe requirements ofthe Agreement ‘tthe request of UNDP, the Innovator shall take all necesrary steps, execute all nacesary documents and generally asst in securing Such proprietary rights and transfering o¢ lcensing them to UNDP in compliance with the requirements ofthe applicable law and of the AgreementSubject to the foregoing provisions, all maps, drawings, photographs, mosis, plas, reports, estimates, recommendations, documents, and all ther data compiled by or receive by the Innvater under the ‘Agreement shall be the property of UNDP, shal be made avaiable for ure or inspection by UNDP at reasonable times and in easonable places, halle treated as confidential, and shal be delivered only to LUND? authorized oficial on competion ofthe Services under the Agraament 15, USE OF NAME, EMBLEM OR OFFICIAL SEAL OF THE UNITED NATIONS: “he innovator shal not advertise or otherwise make publ for purposes of commercial advantage or goodwil thatithas contractual elatonship with UNDP, nor shall Innovator, in anymanner whatsoever, {se the name, emblem or oficial seal of UNDP, or any abbreviation af the name of UNDP, n connection with his or her business or otherwie without the writen permission of UNDP 16, CONFIDENTIAL NATURE OF DOCUMENTS AND INFORMATION: Information and data that are considered proprietary by either UNDP or the Innovator or that are dalvered oF dsclosed by one of them (Disclose) to the other ("Recipient") during the course of performance of the Aveement, and tha are designated as confidential ["nformaton” shall be held in Eenidence and shale handed as folows, The Reipint of uch Infrmation shall use the some care and dsreton to avo dseosure, pudeation a disemination of the Disciover’s Information a uses wth its own similar information that it does not wish ta alsclas, publish or dsseminge, and the Recipient may otherwise use the Dsclosr’s Information solely for the purpose for which kas dclosed. The Recipient may disclose confidential Information to any other party with the Dicose’ prior written consent, 35 walla tothe Recipients officals, epresenatves, employees, subcontractors and agents who hha a need to know such confident information solely for purposes of performing obigations under the Agreement. Subject to and without any waiver ofthe privileges and Immunities of UNDP, the Innovator may disclose information tothe extent required by law, provided tha the Innovator wil ve [UNDP sufcient prior notica of request forthe disclosure of information in order allow UNDP to have a reasonable opportunity to take protective measures or such other ation a may be appropriate Before any such aisciosute is made. UNDP may aslose Information to the extent requred pursuant tothe ‘Charter ofthe United Nations, resolutions or reguations ofthe General Assembly ets ether governing bodies or rules promulgated by the Secetary-Geneal. The Recipient shall not be precuded from ‘closing nfrmation that is obtained bythe Recipient from 3 thd paty without restriction i disclosed by the Disclose toa tid party without any obligation of confidentiality, is previously known by the Recipient, or at anytime is developed by the Recipient completely independenty of any dsclosues hereunder. These obligations and restctions of eanfdentaty shal be effective crng the tem of the Agroorent,incluing any tension thereat, and, uness otherwise provided in the Agreement, shall remain effective folowing any termiation of the Agreement. Notrthstanding the foregoing, the Innovator acknowledges that UNDP may, nits sol dsertion,dclse the purpot, ype, cope, duration and ale ofthe Agreement, the name ofthe Imovatr, nd any relevant informatinrelatedtothe award ofthe Agreement 17, FORCE MAJEURE; OTHER CHANGES IN CONDITIONS: Inthe event of and as soon s possible after the occurrence of any cause constuting force majeure, the Innovator shall gve note ar ful partes in wring to UNDP of such occurance or eause if the Inovatoris thereby rendered unable, wholly orn part to perform hs or her obligations and meet hi oF her responsibilities under the Agreement. The Innovator shal algo not UNDP of anyother changes in conditions or the currence ofany even, which interferes or threatens tointerfere with he performance ofthe Agreement. Net mare than fitzen {15} ays following the provision of such ntce of force majeure for other changes in conaltions or occurence, the Innovator shal ao submit a satement to UNDP of ‘estimated expenditures that wl key be incurred for the duration ofthe change in conden or the ‘event. On receipt ofthe noize or notices required hereunder, UNDP shallake such action as itconsiers, ins sole discretion, tobe appropite or necessary inthe cumstances, Including the grating to the 5Innovator af reasonable extension of time in which ta perform any abligatlons under the Agreement or suspension thereat Force majeure as used herein means any unforeseeable and iresisibe act of nature, any at of war [whether declared or nat}, svason revolution, insurection, or any other ats of asia nature ar frce, provided that Such a's aise from causes beyond the control and without the faut or negligence of the Innovator. The Innovator acknowledges and agrees that, wth respect to any obligations under the Agreement thatthe Inovator must perform in or fr any areas whlch UNDP i engaged in, preparing to engage in, or esergagng from any peacekeeping, humanitarian of similar opeations, any delay ot failure to perform such abigaton arsng rom oreltng to harsh conditions witht such areas orto Sy Incidents of ev unrest occuring in Such areas shal not, in and of tse, constitute force majeure undet the Agreement 28, TERMINATION: Either party may terminate the Agreement, in whole rin pat upon ging witen notice othe other party. The pried of notice shal be ve (5} days In the case of agreements fora ttl period of less than two (2} months and fourteen (38) days in the ease of agreements fr longer ped, The inition of Conelation or arial proceedings, a5 provides below, shall not be deemed tobe 3 "eatze” for or otherwise tobe in tse a termination ofthe Agreement. UNDP may, without prejudice to any ater right for remedy availabe tot, terminate the Agreement forthwith nthe event thatthe nnvator ha ed fr bankrupt orhas been adjudicated bankrupt. In the event of any termination ofthe Agreement, upon reel of notice of termination by UNDP, the Innovator shal except a5 maybe dected by UNDP inthe notice of termination or ctherwge in wing 2) take immediate stepeto bang the performance af any obligations under the agreement toa cose Ina prompt and orderly manner, ann doing so, reduce expenses 3 minum. retain rom undertaking any forthe ot adctional commitments under te Agreement as of and folowing the date of receipt of such notice, ©) deiverallcmpleted or partially completed plans, drawings, information and ater property that ifthe Aareement had been complete, would be required tobe furnished te UNDP thereunder. 4) complete performance ofthe services not terminated; and take any other action that may be necessary, o that UNDP may dct in wen, forthe protection and preservation of any propery, whether tangible or intanlbve, related tothe Agreement that, Isin the pessesion ofthe Innovator and in which UNDP has or may be reasonably expected to equire an interest. Im the event of any termination ofthe Agreement, UNOP shall only be lable t pay the Innovator compensation on a pro rata basi for no more than the actual amount of wor performed to the satisfaction of UNDP in accordance with the requirements ofthe Agreement. Aden costs incurred by [UNDP as a resut of termination ofthe Agreement by the Inovator may be withheld from any aunt otherwise duet the Imovatr by UNDP. 19, SETTLEMENT OF DISPUTES: 19.1 Amieable Settlement: UNDP and the Innovate shall ce thelr best forts to amicably settle any ‘ispute, controversy o” elim arising out ofthe Agreement or the breach, terminalonor inva thereat Where the paris wish o seek such an amicable settlement through caliton, he conciation shall take place in accordance withthe Conciliation Rules then obtaining ofthe United Nasons Commision on International Trade Law "UNCITRA) oF aecordig to such ther procedure as ma} be agred between ‘the parties in writing19.2 Arbitration: Any dispute, controversy or claim between the partes aking cu ofthe Agreement, ‘or the breach, termination, or inal thereot, ules settled amicably, as provided above, shall be refered by ether ofthe parties to arbitration in accordance withthe UNCITRAL bitation Rules then obtaining. The decisions of the arbitra tribunal shall be based on general prncpls of international commercial law. For all evidentiary questions, te arbitral tional shal be guise ty the Supplementary Rules Goveenng the Presentation and Reception of Evidence in International Compnercil bration of ‘the International Bar Assocation, 28 May 1983 edtion. The arbitral trbunal shall beempowered to order ‘the return or destruction of goods or any property, whether tangible or intangible, >of any confidential information provided uncer the Agreement, order the termination of the Agreemént, or order that ary ‘other protective measures be taken with respect tothe goods, series or any ther property, whether ‘angble or intangible, or of any confidential ntrmation provided under the Agreement, 3 2ppropr, alin accordance with th author of the ariel tuna! pursuant to Article 26 (Interim Measures of Protection") and Aicle 32 ("Form and Effect of the Award") ofthe UNCTTRAL Aebitration Rules. The arbitral tribunal shall have no authority to award puntve damages. In adie, uness otherwise ‘roreshy provided inthe Agreement, the arial trbunal shall have no authority to award interest in excess ofthe London inter-8ank Offered Rate ("BOR') then prevaling, and any such nteret shall be simple interest ony. The parties sal be bound by any arbitration award rendered ae 2 result of such tration asthe final adjudeation ofan such dspute, controversy or claim, 20. PRIVILEGES AND IMMUNITIES: Nothing in or relating tothe Agreement shall be deemed 2 waver, express or implied, of any ofthe privileges andimmuntes ofthe United Nations, including its subs organs 21, TAXATION: “Artil , ection 7, ofthe Convention an the Piveges and Immunities ofthe United Nations provides, {inter a, that the Unites Nations, inelusing It Subssiar organs ix exempt from al direc taxes, except ‘charges for publicutlity services, and is exempt from customs restrictions, dtls ard charges of ilar nature in respect of ates imported or exported for ts offal us. Inthe evet any governmental authority refuses to recognize the exemptions ofthe United Nations ram such taxes, restriction, ties for charges, the Innovate shall immediately consult with UNDP to determine a mutvaly acceptable procedure. UNOP shal have oll for taxes, duties other similar charges paybleby the Innovator Inespect of any amounts pald tothe Innovator under this Agreement, and the Innovator acknowledges ‘that UNDP wil not sue any statements of earrings to the Imovator in espect of ay such payments 22, AUDITS AND INVESTIGATIONS: Each invice paid by UNDP shal be subject to 2 post-payment ua by audtors, whether internal or extemal, of UNDP ory other authorized and qualified agents of UNDP The Innovator acknowledges and {agrees that UNOP may conduct investigations relating to any aspect of the Agresment or the award ‘therect, and the obligations performed thereunder “The novator shall provide full and timely cooperation with any postaayment aus or investigations hereunder. Such cooperation shal nclade, but shal not be nite to, the Innovators obligation to make avaiable any relevant documentation and information forthe purposes of post payment ator an Investigation a reasonable times and on reasonable conditions. The Innovator sil require his or her employees, subcontractors and agents, f any, ielusing but not inte to, the Imovator'sattomeys, sccountants or other adviser, to reasonably cooperate with any post payment aus or investigations ‘arte out by UNDP hereunder. Ifthe findings or reumetances ofa pot-payment aa or Investigation 50 warrant, UNDP may ints sole discretion, take any measures that may be appropiate oF necessary, Inclding, but not imited to, suspension of the Agreement, wth no ably whatsoever to UNDP.The anovatr shal refund to UNDP any amount shown bya post payment aut or investigation tohave been paid by UNDP other than in accordance withthe terms and condition ofthe veer. Such amount may be deducted by UNDP from any payment duet the Innovator under tre Agreement ‘The right of UNDP to conduct 2 post-payment auditor an investigation and the Innovators obligation to comply with such shall nat lapse upon expratin or prior termination of he Agresment. The Innovator alsa agrees that, where applicable, donors to UNDP whose funding isthe surce ot In whole or in pat ‘the funding forthe actives which ae the subject of tis Agreement, shall have deec ecourse to the Innovator forthe recovery of any funds determined by UNDP to have been used in elation of oF inconsistent with ths Agreement 23, UMITATION ON ACTIONS: Except with respct to any indemrifeation obligations in Arle 10, above, or as ate atherwice st forth In the Agreement, any arbitral proceedings in accordance with Atice 19, above, arsng cut of the ‘Ageerent must be commenced within thre 3] years after the cause of action hasacerued. The Parties ‘uether seknouledge and see tha, for these purpores, 2 cause of action sal accve when the breach actualy curs, or, inthe case of latent detects, when the injured Party new oc shoud have known all of ‘he estntal elements ofthe cause of ction, 24, ESSENTIAL TERMS, The insovatraeknowiedges and agrees that exch of the proision in Ailes 26 034 hereof contittes an essential term ofthe Agreement and that any Breach of any ofthese provisions sal ene UNDP to terminate the Agreement or any other contrat with UNDP immediately ypon nace tothe Innovator, without any liblity fr termination charges or any ather lib af any Kind. In ation, nothing herein shal iit the right ofUNOP to refer any alleged breach a he sai essential terms tothe relevant rational authorities for appropriate legal action. 25. SOURCE OF INSTRUCTIONS: ‘The Innovater shall nether seek nor accept instructions from any author external to UNDP in connection with the performance of ts obligations under he Agreement, shoud any authority external OUND? seek to impose any instructions concerning rrestctonsonthe inovate”’speformance under ‘the Areement, he innovator sal prompily notify UNDP and provide all easonable assistance required by UNDP. The innovator sall not tke any ation in reepect ofthe performance ofits obligations under ‘the Agroement that may adversely affect tha interests of UNDP or the United Matis, and the Innovator ‘all perform ts obligations under the Agreement with the uls regard to the interests of UNDP. The Innovator must comely with al scurty directives sued by UNDP 26, STANDAROS OF CONDUCT: ‘he innovator warant that has not and shall ot offer any director indiest benefit aring from or related tothe performance of the Agreement, oF the award thereat, to any rerresenatve, offal, employee or other agent of UNDP. The Innovator shal comply with a laws, eninances, rules and regulations bearing upon the performance of Is obligations under the Agreement. In ado, inthe performance ofthe Agreement, the Imovator shall compl wth the Standards of Condit et forth nthe ‘Secretary Genera’ Bulletin S1/5G8/2002/3 of 18 une 2002 entitled “Regulations Governing the Status, ale Rghts and Duties of Officials ether than Secretariat Officials, and Exper on Mision” and 'S1/568/2006/15 of December 2006 0n Post employment restctons, snd sallalo comply wth and be subject tothe requirements ofthe following documents then Ia force at the te af signature of the Agreement 261 The UN supplier Code of Conduct 252 UNDP Poly on Fraud and other Coup Practices (UNDP Ant rau Pale); 263 UNDP Offie of Audit and investigations (OA!) Investigation Guidelines;264 UNDP Sorial and Environmental Standards (SES), Including the rlted Accountability ‘mechanism; 265 UNDP Vendor Sanctions Plc, and 266 _Alseeunty arectives sued by UNDP. The lovato acknowledges and apres that he/she has read ands familar with th requirements ofthe foregoing documents winch are avaliable online at wiv undp.org ort unde orn/contentJundo/en/home/srocurement/bssi 7 In making such acknowledgement, the Innovator represent and warrants hat tl incomplance withthe requirements ofthe foregoing and il remain in compliance throughout the ter cf thi Agreement 27, CONFLICT OF INTEREST: ‘The Innovator warrants that a the time of signing ths Agreement, no confit of interes exists ors ily to arse inthe perfocmance of is obligations under this Agreement. conflict of interes aries of appearsto arse dung the duration of this Agreement, te Imovatr shal 3) immediatly notify UNDP »b} make ful cosur ofall relevant information relating tothe conan «take such stops as UNDP reasonably requires to resolve or otherwise del with he confit, 28, SURVIVAL: The following Articles survive the expkation o termination of his Agreement 3. Artie 10 (nderieation} rte 1 Unsuranee) ‘rile 4 (Te iets, Copyright, Patents and ater Proprietary Rit) ‘ticle 16 Confidential Nature of Documents and Information; ‘Article 19 [Settlement of Ospues); and ‘Atel 2 [Pruleges and immunities) 29, NON-WAWVER OF RIGHTS: ‘The falure by either Paty to exercise ay rights avaliable to, whether under the Agreement oF ‘otherwise, shall ot be deemed for any purposes to constitute 2 waver bythe otter Party of any such fight orany remedy asscited therewith, and shal not relieve the Parties of any of ter obligations under ‘the Aereoment. 30, CAD LABOR: ‘Te innovator represents and warrants that nether its arent entities ifany) narany ofthe innovators subsdary a affliated entities (if any engaged in any practice Incanatent withthe ghts st forth in ‘the Convention on the Rights of the Child icldng Article 32 thereof, which, te li, requires that 3 chil shal be protected from performing any work that ikely to be hazardous oto interfere withthe chil’ education, to be harmful to the chs health or physical, mental, spiral, mora, or social evelopment 231, MINES: ‘The innovator represents and warrants that neither tsparent entities (fay), nor any ofthe Imovator’s subsidies oafilates emis (any is engaged inthe sala or manufacture of an-personnel mines oF ‘components uilzed inthe manufacture of ant parsonnel mines, 232, SEXUAL EXPLOITATION: Inthe performance of the Agreement, the imovatr shall comply wth the Standard of Conduct set frth In the Secretary Genera bletin ST/SGB/2003/13 of 9 October 2003, concerning Special measures for °protection from sewal exploitation and soxal abuse In particular, the Innovator shall not engage in ny conduct that would const tute sexual exploitation ar svual abuse, a defined inthat bulletin ‘The Innovator shall take allapproprate measures to prevent sewalexlatation or abuse of anyone by its employees or ary other persons engaged and controlled by the lonavator to perform any servers under ‘the Agreement. For these purposes, sexual acy with any person less than eighteen years of 2g, regardless of any aus relating to consent, shall constitute the sexual exploitation and abuse of sch Detson. In addition, the Innovator shall retain fom, ane shal take all reasonable and appropriate measures to prohibit its employees or other persons engaged and controle by it Tom exchanging any ‘money, goods, series, or athe things fal, fr seal favors actives, or romengaging any sevual activites that are expltive or degrading to any person, ‘UNO? shall ot apply the foregoing standard relating to agen any eas inwhich the lnovator’s personne! ‘or any ether person who may be engaged by te Innovator to perorm any services nder the Agreement Is martied tothe person less than the age of eighteen years with whom senvalactiity has occurred and In which such mariage i ecognzed at valid under the laws ofthe county o*clezensip of such Innovators personnel or such ther person whe may be engaged by theinnovator to perform any services Under the Aazeement 233, ANTLTERRORISM: The Innovator apres to undertake al reasonable efforts to ensure that none of the UNDP funds received Under the Agreement cused to provide support to indhiuals or entities aeociated wth terorism and that recipients of any amounts provided by UNDP hereunder donot appear onthe let malntined bythe ‘Security Counel Committee estabished pursuant to resolution 1267 (199). The list can be accessed va nups//mu un ore sacurtycounel/contet/un-s-consldatc-ist. This provision must be Included 9 allsub-contatsorubsagreements entered into under the Agreement 24, SUBMISSION OF VOICES: ‘An orignal voice shal be submited by mall in Engish by the Inovater, after veifiation and writen {approval foreach payment under the Agreement othe lowing address Ese G.atauah Resident Representative, ‘UNDP Uganda, Plot No. 11 Yusuf Lule Road, Nakasero P.0Box 7184 Kampala Te: 256417 121 100, mal: esietv vg undo ore Invoices submited by fox shal not be acepted by UNDP 235, BANK ACCOUNT: {Al payments shal be mage by UNDP tothe folowing Bank account ofthe Innovate: NAME OF THE BANK: ‘Centenary Bank ACCOUNT NUMBER: 13202330566, [ACCOUNT HOLDER NAME: Akankuass Frank [ADDRESSOFTHEBANK: ——Ntnds (CURRENCY: sx 36, ENTRY INTO FORCE:This Agreement hall enter into force upon ls signature by bth ares. he Innovate shal commence the performance of he Series not ater than 16 January 2028 and shal complete the Services by 15 August 2023. Alte lints contained in this Agreement shall be deemed tobe ofthe exsnce in respect ofthe performance ofthe Sewices 37, NomcATIONS For the purpose ofnotifeations unde the Agreement, the addresses of UNDP ane the Imovator ae as folows For UNOP he 6. Atafuah, Resident Representative, ‘UNDP Uganda, Plot No. 11 Yusuf Lule Road, Nakasero 7.0 Box 7184 Karmpala Tel #256417 121 100 [mai eps ue undo ore Forthe imovator: ‘Reankwaa Frank UGRPLAY Store Kiwatue-Gragends Road, Kampala Tol 4256778854355 mal: naabadevica @gmaiicom IN WITNESS WHEREOF, the Parties hereto have executed th Agreement AUTHORIZING OFFICER: innovator: United Nations Development Programme Name: ise G.Attafuah Name: Akankwass Frank Tile: Residens Representative Tie: Founder ‘Signature: semene AEM ows: /02 Jap?