ANNEX B
Standard Terms and Conditions for Consulting Services
1.
Standards
The Consultant undertakes to carry out the work hereunder in accordance with the
highest standards of professional competence and integrity, having due regard for the
nature and purposes of the Corporation as a public international organization and to
ensure that any employee or agent assigned by him to perform any work hereunder will
conduct himself in a manner consistent therewith.
Nevertheless, upon request by the designed representative of the Corporation, the
Consultant shall replace any of his employees or agents stationed or working in the
Corporation.
2.
Relationship of Parties
Nothing contained in this Agreement shall be construed as the establishment or creation
of a relationship of master and servant or principal and agent between the Consultant
and/or Consultant’s employees and the Corporation, it being agreed that the position of
the Consultant, and of anyone else performing any services under this Agreement, is that
of an independent contractor.
3.
Taxes
The Consultant shall be responsible for the payment of any taxes on income derived
from the Corporation.
The Corporation is exempt from payment and/or withholding of all sales and excise
taxes and shall provide the Consultant with tax exemption certificates upon written
request. The Consultant shall consult the Corporation before payment of any sales and
excise taxes demanded by any authority and incurred in the performance of services
incident to this Agreement. The Consultant shall inform the Corporation if any taxing
authority refuses to recognize the Corporation's proof of its immunity from taxation and
the Corporation shall take such steps as are necessary for payment of the taxes under
protest.
4.
Visas and work authorizations
The Consultant shall comply with all laws and regulations governing immigration, work
authorization, and/or visas of the countries where the Consultant will conduct business
for the Corporation.
5.
Confidential Information
The Consultant and its employees or agents are aware that, in discharging their
obligations pursuant to this Agreement, they may have access to privileged and
IICDOCS#158994_v1
Annex B
Page 2 of 4
confidential information of the Corporation. Under no circumstances shall the Consultant
or its employees or agents disclose to any third party, in any manner or form, now or
after the expiration of this Agreement, such information or any part thereof. The
obligation of non-disclosure expires (5) five years after completion of the services.
6.
Prohibited Practices.
In performing the Services, the Consultant will refrain from engaging in any Prohibited
Practices or from allowing or permitting any related or controlled firm or individual
acting on their behalf to engage in any such practices. The Consultant further commits to
immediately report to IIC any allegation of Prohibited Practices that may come to its
attention, and cooperate in good faith with any investigation, audit or any other inquiry,
including responding to any notice or request from the IIC in reasonable detail and
furnishing supporting documents at the request of the IIC.
“Prohibited Practices” means: (i) a corrupt practice, that is the offering, giving, receiving,
or soliciting, directly or indirectly, anything of value to influence improperly the actions
of another party; (ii) a fraudulent practice, that 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) a coercive practice,
that is impairing or harming, or threatening to impair or harm, directly or indirectly, any
party or the property of the party to influence improperly the actions of a party; or (iv) a
collusive practice, that is an arrangement between two or more parties designed to
achieve an improper purpose, including influencing improperly the actions of another
party."
7.
Copyright
The Corporation shall own the copyright to any work, including electronic work product,
prepared by the Consultant and/or Consultant’s employees under this Agreement,
including the right to reproduce, distribute, disseminate and publish such work in all
languages as well as to prepare derivative work based thereupon. It is understood and
agreed that the work prepared by the Consultant under this Agreement is work for hire
and that the rights and duties provided for in this paragraph shall continue,
notwithstanding the termination of this Agreement.
8.
Indemnification and Insurance
A. The Consultant agrees to indemnify, hold harmless and defend the Corporation, its
officers, agents, employees, servants and/or invitees and each and every one of
them, against and from all claims, suits and costs of every kind and description,
including Attorneys' fees, and from all damages which the Corporation, its officers,
agents, employees, servants and/or invitees may sustain by reason of damage or
injury proximately caused but not limited to any improper or defective work,
machinery, material, supplies, implements or appliances (or through any instruction
or directions for use thereof) which are under the control of or used by the
Consultant, its employees or agents in connection with the performance of the
services under this Agreement.
Annex B
Page 3 of 4
B. The Consultant shall be responsible for maintaining all life, health, accident,
Workmen's Compensation, including employer's liability, and any other insurance for
himself and for all those employed by the Consultant.
C.
9.
Upon request, the Consultant shall provide the Corporation with satisfactory
Certificates of Insurance with respect to any of the matters specified in this Article.
Advertisement
The Consultant agrees not to refer to this Agreement, or any aspects thereof, in
commercial advertising in such a manner as to state or imply that the services provided
by the Consultant are endorsed or preferred by the Corporation, or are considered by the
Corporation to be superior to other services. Furthermore, the Consultant shall obtain
the prior and express written consent of the Corporation, which consent shall not be
unreasonably withheld, before using the name of the Corporation for any purposes.
10.
Arbitration
If any dispute shall arise between the Consultant and the Corporation as to the
performance of this Agreement, or any matter or thing arising there from or in
connection therewith, which cannot be settled by amicable agreement; then upon either
party's giving notice of the difference or dispute to the other, the same shall be referred
to arbitration and final determination by a single arbitrator in accordance with the rules
of the American Arbitration Association.
The place of arbitration shall be Washington, D.C.
The language to be used in the arbitration proceedings shall be English with
simultaneous interpretation to any of the official languages of the Corporation, if so
requested by the Corporation.
The Arbitrator shall have legal counsel if he shall desire it or if one of the parties so
requests.
The expenses of any arbitration proceeding shall be born equally by the Consultant and
the Corporation.
11.
Governing Law
All questions, matters or disputes arising from this Agreement, or any part thereof,
including but not limited to questions of interpretation, construction, validity and
performance, shall be governed by the laws of the District of Columbia, except that
nothing in this Agreement shall operate to restrict, limit, or defeat any rights, privileges
or immunities granted to the Corporation or its personnel by the Agreement Establishing
the Corporation or any law of the United States of America.
Annex B
Page 4 of 4
12.
Jurisdiction
Jurisdiction and venue for all legal actions which may arise as a result of any question,
matter or dispute concerning this Agreement shall in the first instance be with the United
States District Court for the District of Columbia; provided that the parties have
complied with the provisions of the Arbitration clause of this Agreement.
13.
Successors and Assigns
The Corporation and the Consultant each binds itself, its successors, assigns and legal
representatives to the other party hereto, and to the successors, assigns and legal
representatives of such other party in respect to all covenants, agreements and
obligations contained in this entire Agreement. Neither party shall assign this Agreement
in whole or in part, without the written consent of the other party.
14.
Severability
If any provision of this Agreement is declared invalid by any tribunal, the remaining
provisions shall not be affected thereby and shall remain in full force and effect.
PER 158994