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III-c : Position of lead applicant and co-applicants Partnership agreement The undersigned, 1.
2.
3.
The foundation STICHTING PLAN NEDERLAND, domiciled under its articles of association and having its principal place of business at Stadhouderskade 60 (1072 AC) in Amsterdam, The Netherlands, registered with the Chamber of Commerce as number 41198890 for these purposes duly represented by Ms. M.M. van ‘t Hek, National Director, hereinafter known as “Plan Nederland”. The foundation STICHTING WOMEN WIN, domiciled under its articles of association and having its principal place of business at Tolstraat 127-3 (1074VJ) in Amsterdam, registered with the Chamber of Commerce as number 34267612 for these purposes duly represented by Maria Bobenrieth, hereinafter known as “Women Win”. The HUAIROU COMMISSION: WOMEN, HOMES AND COMMUNITY, domiciled under its articles of association and having its principal place of business at 249 Manhattan Ave, Brooklyn, New York 11211, United States of America, registered with the Department of State, State of New York as number F021113000607 for these purposes duly represented by MS. JANICE PETERSON, Chair/Executive Director, hereinafter known as “Huairou Commission”.
Hereinafter together also known as the “Parties” Whereas: • Plan Nederland is part of the international Plan federation, a children’s development organisation working in 51 programme countries (Country Offices) and 21 fundraising countries (National Organisations). Plan aims to achieve lasting improvements in the quality of life of deprived children in developing countries, with a focus on girls in particular. Plan Nederland’s vision is ‘a world in which all children, boys and girls, realise their full potential in societies that respect people’s rights and dignity’. Gender equality plays a central role in the realisation of this vision of change. Plan derives its standards and work principles from the UN Convention on the Rights of the Child (UNCRC) and the UN Convention on the Elimination of All Forms of Discrimination Against Women (CEDAW). Plan has a strong track record in mobilising communities, engaging authorities at local, national, regional and international levels and private sector to advocate for and protect the rights of children and in particular the rights of girls and young women. Plan Nederland’s lobby and advocacy capacity is embedded within the wider capacity of the federation, including specialised lobby offices for international and regional governance bodies (UN, EU, AU) i.e. the Plan Liaison Offices in Geneva, New York, Brussels, and Addis Ababa. • Women Win is a unique organisation focusing on sport to empower girls and young women to advance their rights. Since our foundation in 2007, we have quickly emerged as a thought leader, strategically positioned at the intersection of the women’s rights and sport for development sectors. We are internationally recognised as a specialist on gender and sports. Women Win has made powerful strides towards actualizing our mission of equipping adolescent girls to exercise their rights through sport. Our vision is that one win leads to another; by 2018, 2 million adolescent girls realize their leadership potential through sport. • Huairou Commission (HC) was established in 1995 at the Civil Society Forum held prior to the UN’s Fourth World Women’s Conference in China. With a mission to develop strategic partnerships and linkages among grassroots women’s organizations, advance their capacity to collectively publicly formalize their leadership and access development resources, the HC works to: (i) centre-stage and link organized groups of poor women working on poverty alleviation, community development, basic services and human settlements as a means to collectively strengthen their families, homes and communities; (ii) build long term relationships with government officials, policy makers and development institutions that support grassroots women’s groups to act as joint stakeholders in development decision-making (local to global); and (iii) advance pro34
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poor, gender-equitable programs and policies through grassroots led agenda setting, advocacy and monitoring. Since its founding, the HC has established an active base of members and collaborating groups in over 50 countries and on-going strategic partnerships with nearly 40 institutions. An MDG3 grantee, the HC has held consultative status with the Economic and Social Council (ECOSOC) of the United Nations since 2005 and is a formal partner of UN-Habitat and UNISDR. And taking into consideration: • The Ministry of Foreign Affairs of the Netherlands, hereinafter known as “the Ministry”, represented by the Minister for Foreign Trade and Development Cooperation, hereinafter known as “the Minister”, invites civil society organisations to propose projects for financing from the Funding Leadership and Opportunities for Women 2016-2020 Fund with a deadline of 31st August 2015. • The Parties wish to enter into an Alliance in order to submit a single proposal. All parties are committed to structural poverty reduction and inclusive development by working with civil society organisations in low and lower middle-income countries. • A joint vision and shared goals are at the heart of the Alliance. To ensure the effectiveness of their cooperation, the Parties have developed a common approach to address Gender Inequality as stated by the Ministry of Foreign Affairs in its development cooperation policy, gender policy and human rights policy. The project will place a particular emphasis on gender based violence, political and economic participation by women, and economic self-reliance, based on the specific contribution and added value of each Party and clear understanding of the expected gains of the cooperation through the Alliance. Finally, they have established some core principles of partnering that will guide their cooperation. Together these are the building blocks of the Alliance as presented in the table below:
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Joint vision of the Alliance: Women and adolescent girls (W/AG) in post-disaster/disaster-prone communities in Nepal, Pakistan, Philippines and Myanmar are empowered to promote and benefit from inclusive, resilient local development which enhances their security and opportunities in life. Shared goals: • Increased economic participation and self-reliance of W/AG. • Increased social resilience of W/AG in order to resist gender based violence, and a strengthened protective environment. • W/AG are meaningfully engaged in decision making structures. Intended interventions The interventions considered by the alliance in pursuit of the above mentioned goals are to promote: 1. 2. 3. 4. 5. 6.
Empowerment of W/AG; Transforming gender norms; Meaningful participation of W/AG in decision-making; Male engagement; Capacity building of civil society to promote gender equality; Economic development initiatives for W/AG with private sector engagement.
Our proposal focuses on supporting the economic and social empowerment of Asian AG/YW in four Asian countries Nepal, Myanmar, Pakistan and the Philippines. Nepal and Philippines recently experienced devastating ‘natural’ disasters, Myanmar suffers a ‘man-made’ disaster and Pakistan is disaster-prone. Females in these countries disproportionately experience poverty, gender-based violence and are differentially impacted by weak governance and human rights enforcement. In turn, these underlying structural factors compound the level of risk and potential losses shouldered by girl children and young women living in disaster, climate and conflict threatened communities. For these reasons, our initiative focuses on empowering them and focusing public attention and support on investing in their leadership as cornerstones of a safer and socially and economically resilient communities. The geographic focus is on post-disaster and disaster-prone (PD/DP) areas. We recognize that the complexity of a post-disaster setting, and above all the interrelationships between the three main goals requires a multipronged set of interventions as mentioned above. We have compiled a Theory of Change that spells out these interventions in sufficient detail in pursuit of the aforementioned goals and that provides the underlying assumptions associated with a sound problem and context analysis. Our alliance strives to combat gender-based violence and promotes equal rights and opportunities for W/AG in a variety of manners, which are deeply rooted in our understanding of underlying social, cultural, economic, political and religious norms and in our willingness to work closely with communities to have their trust that is essential to broker change. Our partnership, is designed to promote synergies among organizations with a sound track record in promoting equal rights and opportunities for women and girls, and adequately capacitated and experienced to undertake these interventions in the 4 selected countries. The alliance members have offices in all countries considered which will provide coordination and support to the interventions, which will be mainly carried out by current and potential future partner organisations of the alliance. The alliance members combined have ample proof of being able to pursuit sound strategic partnership with the Netherlands Government at various levels and with other relevant actors at the international, national and local levels.
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Contribution and added value of each party Plan Nederland
Women Win
Huairou Commission
Strenghtening girls’s agency and voice, transforming gender norms in communities, W/AG economic empowerment
Strengthen women leadership role through sports and life skills; Strengthen girls’ voice and communication skills.
Build capacity and mechanisms to empower W/AG to participate in and influence local decision making to response to their priorities, and secure economic assets.
Expertise
GBV, girls access to postprimary education and jobs, cooperation with private sector
Leadership through sports; Turning local CSOs into centers of excellence on leadership training; Innovate tools like
Women empowerment in PD/DP settings, building grassroots women’s leadership, partner with (political) decision-making institutions.
Networks
Strong network of global, national, regional and local partners, including girls’ organisations, corporate partners and UN agencies. Member of the network of Dutch emergency organisations.
Large network of local and global gender organisations
Large network of experienced communitybased women led organisations working on community resilience1 , with proven partnerships with UN agencies, bi-lateral donors and governments.
Main role
Added value
Together, the alliance partners have a large joint gender network and broad and complementary expertise in working with AG/YW. Synergy is created: HC’s strong southern representation and connexions with local political bodies, will catalyse the effects of interventions with AG/YW and communities by Plan and WW, while the innovative tools of WW provides opportunities for scaling up interventions by Plan and HC.
Hereby agree as follows: Clause 1 Definitions Alliance: Lead Applicant: Joint Applicants: Minister: Ministry: Partnership:
Programme Committee: Board of Directors:
1
The partnership between the Lead Applicant and the Joint Applicants under the Agreement PLAN NEDERLAND Women Win, Huairou Commission Minister for Foreign Trade and Development Cooperation of the Netherlands Ministry of Foreign Affairs of the Netherlands The partnership is made up of the Minister for Trade and Development Cooperation of the Netherlands and one or more CSOs (or a consortium) working together in pursuit of a common goal that is difficult for a partner to reach through individual effort. The Programme Committee comprises of representatives of the Parties. Representation of Directors or Chairs of the Board of the Parties of the Alliance.1
“a community’s capacity to organize itself in order to reduce the impacts of natural hazards and climate change by protecting resources such as lives, homes, livelihoods, assets, services and infrastructure. It includes a community’s capacities to advance development processes, social networks and institutional partnerships that strengthen its ability to anticipate, cope with, resist and recover from disaster.” 37
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Clause 2 Subject and time frame of the partnership 2.1
2.2
2.3
The Parties will cooperate on the implementation of a joint programme for the elimination of genderbased violence and political and socio-economic empowerment of girls and young women by facilitating access to assets for girls and young women, strengthening CSOs and transforming social norms on GBV and gender equality. This will create an enabling environment wherein young women and girls are free from all forms of violence and that young women and girls enjoy higher levels of economic empowerment. The agreement shall take effect on 1 December 2015 and will expire on 30 June 2021, provided that the grant is awarded. The running period of the grant is from Jan 2016 - Dec 2020; with additional time prior for programme development and after for evaluation and finalisation purposes. Obligations arising out of this agreement need to be fulfilled, even after the expiry of this agreement, in full compliance with the financial regulations of the FLOW policy framework.
Clause 3 Mode of collaboration 3.1 The Lead Applicant is representative of the Alliance and the main point of contact with and person responsible to the Minister for implementation of the Programme. The Lead Applicant will be compliant with the conditions attached to the grant being made. The Joint Applicants are committed to this and will provide the Lead Applicant with detailed information upon request. 3.2 Each party shall, for its specific portion of the Programme (to be specified during the final development phase in 2015) endeavour to fully contribute to the preparation and implementation of the Programme to which that party is a participant in accordance with the Minister’s requirements. 3.3 The Parties are aware and agree that they, and in particular the Lead Applicant, must abide by whatever is jointly determined by the Minister and the Alliance. 3.4 The Parties will cooperate intensively and maintain an open and clear communication structure. The Parties will implement the Programme in good faith towards each other. 3.5 The Alliance is a contractual partnership “sui generis” and does not aim to present any other legal form of cooperation. Parties cannot be held accountable to third parties for mistakes that other parties have made in the execution of the project unless the agreement provides otherwise. 3.6 In case the application for strategic partnership is not fully or partially honoured by the Minister, Parties will assess the implication for the Alliance, after which Parties can reconsider the partnership.
Clause 4 General responsibilities Clause 4.1 General responsibilities of the Alliance 4.1 4.2 4.3
The Parties agree that Plan Nederland will act as Lead Applicant of the Alliance. The specific responsibilities and tasks of the Lead Applicant are described in Clause 5.1 of this Agreement. Women Win and Huairou Commission will act as Joint Applicants in the Alliance. The specific tasks of the Joint Applicants are described in Clause 5.2 of this Agreement. All Parties guarantee the fulfilment of their obligations towards the Minister in respect of the grant and its other obligations.
Clause 5 Specific responsibilities and tasks of the Parties in the Alliance Clause 5.1 The Lead Applicant The Lead Applicant’s responsibilities and tasks to the Alliance are: 5.1.1 To strive for sound and suitable leadership of the partnership, including facilitating sound decision making, by acting as a guardian of the partnership principles, mission and goals; open dialogue and inspiration of all Parties towards full involvement; and stimulating shared dialogue on the shape and ambition of the partnership. 5.1.2 To submit the application for the Alliance. 5.1.3 To receive, distribute and transfer subsidies of the Minister and the Ministry concerning the implementation of the Programme on the basis of the budget and agreements. 5.1.4 To ensure programme implementation is in line with the developed programme as agreed with the Minister and Alliance and in compliance with decisions taken at the Board of Directors’ meeting; 5.1.5 Act as chair within the Board of Directors of the Alliance and engage with the Minister and the Ministry 38
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5.1.6 5.1.7 5.1.8 5.1.9 5.1.10
on behalf of the Alliance for the development and implementation of the programme and ensure that Parties will be timely and fully informed about the necessary information derived from the dialogues with the Minister and its Ministry. In specific areas, in line with (thematic) specialty and expertise of each Party, the Lead Applicant will involve the relevant Party in consultations with the Minister and its Ministry. The submission of financial and programme progress reports to the Board of Directors; The collection of the information and drafting of the required reports after approval by the Board of Directors, to be submitted to the Minister. To draft and share minutes of the Board of Directors and Programme Committee meetings; To ensure proper Alliance financial and administrative management systems for transparency and (financial) accountability;. Set up and maintain the complaints procedure including filing, sharing in Board of Directors meeting of decisions taken by the Programme Committee.
Clause 5.2 The Joint Applicants The Joint Applicants’ responsibilities and tasks to the Alliance are: 5.2.1 To maximise efforts to contribute to a successful partnership and programme development and implementation in the Alliance. This includes the following aspects: a) Parties shall carry out their duties and responsibilities as stated in the project proposal to the best of their abilities and will pursue directions, instructions, decisions and guidance as per Board of Directors decisions. b) Joint applicants will deliver timely and accurate information and financial accountability to and at the request of the Lead Applicant. c) Joint Applicants are required to inform the Lead Applicant and each other immediately in case of: • Changes, delays or other challenges in implementation; • Events that may influence the course of the project, the results or the implementation of activities of another Party; • Ensure accuracy of information provided to the Lead Applicant, and to restore any inaccuracies immediately upon discovery. 5.2.2 The Joint Applicants at all times shall act in good faith and take the reputation and the legitimate inte rests of other Parties into account. 5.2.3 As far as necessary for the development of the partnership and programme, Parties will share information regarding their respective organisational management processes and policies. This means that relevant documents may only be used within the Alliance and may not be provided to third parties. 5.2.4 The Parties will contribute to (joint) evaluations and research.
Clause 6 Decision making, consultation and roles Clause 6.1 Board of Directors 6.1.1 The Board of Directors (BoD) is responsible for longer term strategic partnership planning and programming, (inter-) national policy influencing, managing high risk (programming including fraud- and corruption) issues and deciding upon new strategic agreements. All parties are represented here. 6.1.2 The decisions within the Alliance related to amendments to and/or differences in earlier (organisational and management) agreements are taken through the BoD meeting. In this meeting the Chair of the BoD, or the Director of each Party member, or a replacement with full mandate, takes a seat (either physical or through teleconference). Each Party shall have one vote. The BoD meeting may be called by any party by writing (e-mail) or by telephone request to the Lead Applicant. 6.1.3 The BoD will meet at least twice yearly (preferable with majority physical presence complemented by teleconference). Additional meetings may also be held. 6.1.4 In principle, decision making within the BoD will take place if all parties are represented and on the basis of unanimity. 6.1.5 In case unanimity cannot be reached within the BoD in regards to a decision, the Lead Applicant will be positioned to take a unilateral decision for matters concerning the responsibility/accountability related to fulfilling its commitment as a Lead Applicant. 39
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6.1.6 Minutes will be taken by the Lead Applicant of each BoD meeting for approval in the following BoD meeting. 6.1.7 Should the Directors require permission from their supervisory board prior to taking certain decisions regarding the Alliance and/or the Programme, it is the responsibility of each individual Party to do so.
Clause 6.2 Programme Committee 6.2.1 The Programme will be implemented under the leadership of the Programme Committee, appointed and represented by each Party. 6.2.2 The Programme Committee is accountable to the BoD regarding the use of funds, partnership and programme progress, reports and any challenges encountered, through sharing financial and progress status. 6.2.3 The Programme Committee oversees implementation of the Programme and advises the BoD regarding necessary alterations to the Programme, and is responsible for approval of annual plans/reports. 6.2.4 The programme Committee delegates execution of the joint programme of works and all matters of operational nature to the Country Programme Teams which will maintain working relationships with local partners.
Clause 6.3 Country Programme Teams and local partners 6.3.1 Four Country Programme Teamswill be established, These Country Programme Teams will be represented/ and facilitated by National Programme Coordinators on country level. 6.3.2 The ProgrammeCommittees will maintain relationships with selected local partners.
Clause 6.4 Finance Committee 6.4.1 The alliance will establish a Finance Committee, consisting of finance offices delegated by each of the Parties. 6.4.2 The main responsibilities of the Finance Committee is to compile annual budgets and financial plans, in line with requirements, interim financial progress reports, liquidity planning and addressing potential or real over- and under expenditure in collaboration with the programme committee. The organisational chart of the Alliance is presented in annex 1 at the end of this document.
Clause 7 Planning, monitoring, evaluation and reporting 7.1 7.2
7.3
7.4
7.5
Each Party signatory to the agreement will appoint at least one contact person who is responsible for the implementation of this Agreement. The contact persons represent their organisation and are bound to the sub 7.3. mentioned matters pursuant to this agreement. Any staff rotations relevant to this Agreement and project implementation should be reported to the BoD. The following decisions are reserved for the Lead Applicant, based on input of the BoD: - Approval of deviations in expenditure within the approved budget of a Party - Approval of annual plans of the Alliance to the Minister - Approval of the annual report of the Alliance to the Minister - Upfront approval of agreements with third parties for the implementation of the Project Every six months, the contact persons will consult each other on the progress reports, financial reports and learning reports in the BoD. A report of this consultation will be sent to the Lead Applicant and added to the project. The Lead Applicant will ensure accountability of programme progress and the validity of the Theory of Change making use of IATI (International Aid Trade Initiative) standards and as a tool for monitoring progress.
Specifications about reporting including financial obligations and timeline will be added after the decision of the Ministry to award a grant to the Alliance’s programme proposal.
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Clause 8 Guarantees 8.1 8.2 8.3 8.4
8.5
8.6 8.7 8.8 8.9
Parties guarantee the quality of their products and guarantee that the products are suitable for the purpose for which they will be used in accordance with the Programme. Parties guarantee the availability and deployment of sufficient people to implement this agreement. The Parties ensure that their respective organisations are equipped to perform the tasks and the activities of the Programme. Parties guarantee that they pursue a sound anti-corruption, anti-fraud and sanctions policy that in any event meets the requirements laid down by the Minister and the Ministry. Parties can pursue their own anti-corruption policy, as long as the standard is equal to or above the standard of the Minister, Ministry and the Lead Applicant. Parties guarantee that they pursue a sound Child Safeguarding Policy and/or Child Protection Policy and sanctions policy in case of breach of the policy. Parties can pursue their own Child Safeguarding/ Protection Policy as long as the standard is in line with or above the standard of the UNCRC. Each Party will have a sound administrative system that meets the requirements laid down by the rules set by the Minister and the Ministry. In case of repeated failure in meeting requirements, the Party that fails is liable under Clause 9 Liability and sanctions policy. The Parties shall at all times give their full cooperation to the performance of supplementary audits or provision of information when asked to do so by the Lead Applicant or the Minister and the Ministry. If a Party does not comply with these guarantees and, having been given written notice of default by the BoDs’ meeting, has been granted a reasonable period for rectification and still neglects to meet its obligations under this agreement within 45 working days of the expiry of the deadline set by the notice of default, then the Agreement with that Party shall be rescinded by the Lead Applicant in writing without any intervention by a court and if necessary with the approval of the Minister. Parties are liable for compensation under Clause 9. Liability and sanctions policy.
Clause 9 Liability and sanctions policy 9.1
9.2
9.3
9.4
9.5
9.6
9.7
During the performance of their tasks in relation to the Programme, the Parties must at all times be contactable by the Lead Applicant to establish conditions and to perform and deal with the consequences of performance or neglect of activities under the Agreement. Each Party is responsible for the implementation of the activities as described in the programme proposal. The Parties are liable for the performance of their respective tasks and for meeting the obligations as described in the Agreement. Failure by a Joint Applicant to comply with the obligations as stipulated in the Programme and/or in the Partner agreement, entitles the Lead Applicant to impose a sanction in the form of suspension of financial transfers, or to impose an act or omission. Finally, in extreme cases, the sanction may include the non-payment of (or part of) the grant and/or termination of this Agreement in compliance with Clause 14 of this Partnership Agreement, and transfer of the task to another (external) Party, if necessary with the approval of or at the instigation of the Minister. In exception to Clause 6.1.4, a decision as referred to in this paragraph does not require unanimity but a simple majority. In the event of the Joint Applicant’s non-performance of its tasks and/or non-compliance with its obligations, awarded grants will be reimbursed. In consultation with the Minister the reimbursed grants will be reallocated. In the event of a decrease of the size of the awarded grant by the Minister, due to a non-performance of its tasks and/or non-compliance with its obligations by the Joint Applicant, the full size of this decrease will be passed through towards this Joint Applicant. In the event of the Lead Applicant’s non-performance of its task and non-compliance with its obligations as set out in the Agreement, a decision on the matter shall be made by the Joint Applicants within the BoD and the decision shall be presented to the Minister for approval. In the event that a sanctioned Joint Applicant does not comply nor compensate damage incurred to other Parties, the Lead Applicant is authorised to take (legal) measures against the Joint Applicant. The Lead Applicant is entitled to charge related costs incurred in the legal proceedings to the Joint Applicant.
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9.8
9.9
In the event that legal proceedings are commenced against a Joint Applicant by a third party in relation to a legal transaction/action carried out in performance of the Programme, that Joint Applicant shall, as soon as possible and in any event within 24 hours of receiving this information, so inform the Lead Applicant. The Lead Applicant shall decide in proper consultation with the Joint Applicant which legal actions are to be taken by the Joint Applicant. In no event shall the Lead Applicant be liable for any direct or indirect damage, consequential loss, penalties, special or incidental damage or other damage that is the consequence of or connected with the agreement, unless where such damage arises from an intentional error or gross negligence on the part of the Lead Applicant.
Specifications about procedures and compensations for imposing a sanction will be added after the decision of the Ministry to award a grant to the Alliance’s programme proposal.
Clause 10 Obligations towards third parties 10.1 If a Party enters into an agreement or performs some other legal transaction with a third party to fulfil tasks of the Programme, the Party shall ensure that the obligations, guarantees and confidentiality clauses included in the Agreement and the obligations arising from the provision of a grant are complied with by that third party insofar as they apply to legal transactions with that third party. A risk analysis of every involved third party shall be conducted and results of this risk analysis shall be reported back to Lead Applicant. 10.2 All incidents of non-performance and/or non-compliance of Parties and third parties shall be reported immediately. Lead Applicant will register such cases, to monitor actions taken and/or to impose measurements according to the Sanction Policy.
Clause 11 Intellectual property rights and logo use/use of name 11.1
11.2
11.3
11.4
11.5
Each Party will retain the intellectual property rights to any and all materials, inventions and products, including the related documents and materials belonging to the said Party at the time this agreement is entered into and which was contributed to the Programme by the said Party. The Party that holds the intellectual property rights to materials, inventions and products it contributes to the Programme, will grant the other parties the right to use the said materials, inventions and products within the scope of and for the duration of the Programme. Intellectual property rights arising from the results of the Programme will belong to the Party that produced the said results. The provisions of paragraph 11.2 will apply correspondingly. If the Alliance develops products, the Parties jointly own them. Parties jointly agree on which results and products are subject in this clause and whether the results and products are jointly owned or attributed to one or more identifiable parties. Parties will not be entitled to use the name and/or logo of another Party and/or a symbol of any kind whatsoever that may, in any way, be connected to the other Party without the prior written consent of the other Party. Any such consent will apply not only to the use itself but also to the format and style. The logo may only be reproduced in compliance with the current corporate design guidelines. Any permission granted will be temporary and limited to the specific use for which it is granted.
Clause 12 Confidentiality 12.1 Any information exchanged between the Parties within the scope of this agreement about another Party’s organisation will be treated in confidence. Parties will not disclose any such information to any third party either during or following the termination of this agreement. Parties guarantee that their directors, officers, employees, consultants and affiliate (legal) persons will act accordingly. 12.2 The confidentiality obligation stated in paragraph 12.1 will not apply in respect of information which is publically known or generally available to the public or information the Party must provide on the basis of laws or regulations or pursuant to a judgment of a court. 12.3 Parties will keep the contents of this agreement and of the Programme secret until the Subsidy Provider has reached a decision with respect to the Proposal. Should any party wish to discuss the Programme 42
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with a third party, this will only be possible with the prior written consent of all other parties. Such consent will be required for each individual case. 12.4 Publication of the results will only take place once mutual agreement has been reached among the Parties regarding the content, manner and timing of the publication.
Clause 13 Disputes 13.1 A dispute exists if one of the Parties so states. 13.2 In the event of any dispute arising from this agreement or from subsequent agreements, the Parties are committed to resolve the dispute in mutual consultation, if needed with intermediaries as Lead Applicant, or Minister and/or the Chairpersons of the Board of Directors of the Parties. If this fails within a reasonable period of time, the Parties shall endeavour to resolve the dispute by mediation in accordance with the regulations of the Dutch Mediation Institute in Rotterdam, as it stands at the time of the dispute. The parties shall jointly appoint a mediator who is registered by the Mediators Federatie Nederland. The involved Parties shall jointly and equally share the costs of mediation. 13.3 If it proves impossible within six months after mediation begins, as referred to resolve through mediation, or if it is not likely at this time that the dispute in the foreseeable future will be able to be resolved, then the dispute will be settled by the competent court in Amsterdam.
Clause 14 Cancellation, rescission and termination 14.1 Any Party may submit a request to the Lead Applicant for the Agreement to be cancelled prematurely with a period of notice of three months. The Lead Applicant shall, if necessary, present this request to the Minister, and the request shall be honoured on approval. 14.2 The Agreement may be rescinded by the Lead Applicant in writing without any judicial intervention and with the approval of the Minister and the approval of the BoD, if required, if: a) the Party concerned, having been given proper notice of default, still neglects to comply with its obligations under the Agreement within 45 working days of the notice of default; or b) control of the Party changes whereby this may impact on the capacity of the party to deliver its agreed share in the alliance activities and targeted results or may in any other manner negatively affect the alliance; or c) there is such a policy on Parties or such publications and/or violations of the anticorruption policy and/or any other violation of statute and regulations that continuation with the partnership by Joint Applicants and/or Lead Applicant cannot reasonably be required; or d) the applicable statutes and regulations relating to sustainable business are persistently violated; or e) the Lead Applicant’s Child Protection Policy/ Child Safeguarding Policy is not complied with; or f) the subsidy is discontinued. 14.3 The Lead Applicant is entitled to terminate the Agreement with a Party with immediate effect if a Party ceases its activities, is liquidated, is granted suspension of payments or is declared judicially insolvent. In no event shall the Lead Applicant be bound to pay any compensation in consequence of the rescission or termination of the Agreement with a Party. 14.4 At the time of rescission or termination, all obligations and actions between the Lead Applicant and the Party concerned shall cease to exist at the time of rescission or termination, with the exception of those provisions that by their nature must also remain in effect after rescission or termination in connection with proper winding up of the affairs relating to the grant agreement and the Programme (reports, financial audits, evaluations, etc.). 14.5 On termination or rescission of the Agreement with a Joint Applicant, that Joint Applicant shall give its cooperation to any transfer of its activities under the Agreement. In case of rescission or termination, Parties are liable for compensation. 14.6 In the event of the Lead Applicant’s non-performance of its task and non-compliance with its obligations as set out in Clause 14.2 of the Agreement, a decision on the matter shall be made by the BoD and the decision shall be presented to the Minister for approval.
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Clause 15 Force Majeure 15.1 Parties are not in default and have no claims against each other for compensation of costs if and insofar as observance of the obligations of the Agreement is delayed, hindered or prevented by force majeure including in particular but not limited to war or hostilities, riots or civil unrest, floods or other natural disasters, nuclear disasters and other similar external contingencies insofar as these cannot be attributed to the party in question. Force majeure shall explicitly not mean strikes or work interruptions by employees and breach of contract by suppliers to Party and/or other third parties engaged by Party. 15.2 In case force majeure of a Party exceeds a period of 30 days, the other Parties are entitled to take over the tasks and the budget with regard to those tasks. 15.3 The Parties which take over the tasks mentioned in clause 15.2 cannot be held responsible for any damage caused by the shortcomings of the force majeure mentioned in clause 15.2.
Clause 16 Complaints procedure 16.1 The Alliance informs implementing partners and third parties with whom the Alliance has formal agreements, regarding the Alliance complaints procedure, being: The complaining party files a written complaint to the Party responsible for the implementation of the task the complaint is about. Alternatively, the complaint can be submitted to the Lead Applicant. The Party receiving the complaint will have the opportunity to respond towards the complaining party or the Lead Applicant within 21 working days. The complaint, including the potential response, will be discussed in the Programme Committee. The Programme Committee will inform all parties in writing regarding the decision taken, including a motivation. A copy of the filed complaint of the Programme Committee will be presented in the BoD meeting and registered by the Lead Applicant. 16.2 If one of the Parties mentioned in clause 16.1 disagrees with the decision of the Programme Committee, they may request the BoD meeting to reconsider the decision. The BoD meeting will inform all parties mentioned in clause 16.1 regarding its decision in writing, via the Lead Applicant. A copy of the complaint and the handling shall be administered by the Lead Applicant.
Clause 17 Grant and its distribution 17.1
The Lead Applicant shall file an application for a grant for the Alliance for the period 2016 - 2020. The parties mutually agreed to defer decision taking regarding the division of the grant between the parties to a moment after the grant has been awarded. 17. 2 If the grant is awarded, distribution of the grant shall be mutually agreed between partners based on the granted amount. 17. 3 The BoD will approve by majority vote the programme and budget, including a division between alliance parties.
Article 18 Finances, costing and reporting 18.1 The application for funds from the Ministry by the Lead Applicant and the settlement thereof by the Lead Applicant takes place according to guidelines given by the Ministry including but not limited to those which are specified in the grant decisions and financial regulations of the FLOW Policy Framework 2016-2020. 18.2 Depending on the agreed activities, specific agreements are made between the Lead Applicant and Joint Applicants with regard to budgets, liquidity planning, advance payments, reports, audits and settlements, as well as sanctions for not observing these specific agreements. Parties shall fully and within the time periods set by the Lead Applicant afford their cooperation in submitting the annual report and the (financial) reporting which the Lead Applicant must submit to the Ministry. The Joint Applicants undertake to timely comply with all agreements arising from requirements imposed by the Ministry and the Lead Applicant and/or the Board of Directors in the scope of the grant decision. The elements in question will be further detailed in separate agreements to be drawn up with each Joint Applicant. 18.3 The budget includes a provision for organisational costs of the alliance. This is used for costs with regard to programme coordination, financial administrative management and general programme support. 18.4 Each party encloses an unqualified auditor’s opinion from the accountant with its financial reporting, in accordance with the control protocol to be drawn up by the Ministry. The Lead Applicant arranges for an 44
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unqualified auditor’s opinion for the consolidated reporting. 18.5 If deemed necessary by the Lead Applicant, the Lead Applicant is entitled to have an additional audit performed on the Joint Applicant’s financial reporting no more than once per year. The costs incurred shall be charged on to the Joint Applicant in question. 18.6 The Audit Committee of the Supervisory Board of the Lead Applicant is charged with supervision of the Lead Applicant with regard to financial and risk aspects of policy and annual reporting on them and in particular the quality of the budget and the internal and external financial reporting. The Audit Committee reports its findings to the BoD submitting the relevant paragraphs from the external auditor’s opinion. 18.7 Each Joint Applicant undertakes - if a deduction or other kind of sanction is imposed by the Ministry on the Lead Applicant and this is due to non-observance of the obligations of the Joint Applicant in accordance with the grant decision - to reimburse/repay the Lead Applicant with the amount deducted (to the maximum of the FLOW funds accruing to the Party). 18.8 If a deduction or other kind of sanction is imposed by the Ministry on the Lead Applicant and this is due to the Lead Applicant and this has consequences for Joint Applicants exceeding their responsibility, the Lead Applicant shall inform all Joint Applicants immediately and in full, and in good consultation with the Joint Applicants do everything to revoke the deduction or sanction as soon as possible or to limit the negative effects thereof insofar as possible 18.9 If a deduction or sanction is due to several Parties or the Alliance as a whole, then the Parties contribute pro rata according to the extent of their culpability, to be established by the Board of Directors, and pro rata to the FLOW funds accruing to them. In addition, each Party undertakes, within its own possibilities, to limit the imputable negative effects of the deduction or sanction for the other Parties insofar as possible. 18.10 A Joint Applicant can file a request with the Lead Applicant at most twice per year according to a timetable to be drawn up by the Board of Directors for payment of an advance payment, called a liquidity request. This request must take place in a manner further to be determined by the Lead Applicant. In principle, the Lead Applicant shall honour the request, always taking the interests of the various Parties into account. 18.11 On termination or dissolution of the Agreement with a Joint Applicant the FLOW grant allocated to the Party in question in the scope of the Alliance shall remain in the Alliance. The Lead Applicant determines, after consultation with the other BoD members and in consultation with the Ministry, which organisation(s) shall receive the funds in question. 18.12 If the Programme or Programme part is continued and a grant is awarded accordingly, these grant funds shall be distributed over the Lead Applicant and the other Joint Applicants according to the agreements of article 17.2 unless the Ministry sets other or additional requirements for the Alliance Programme and the agreements set forth in 17.2 cannot reasonably be adhered to. 18.13 In the event of non-observance of the obligations related to awarding the grant the Lead Applicant is permitted to not pay it out, pay it out later or not pay it out in full and/or to make deductions.
Clause 19 Final clauses Amendments to this Partnership Agreement will only be valid if they are in writing and signed by all Parties. 19.1 The conditions attached to the grant by the Minister will prevail in case of conflict with the provisions of this Agreement. 19.2 In the event that for the implementation of the Programme the Alliance will have to include an additional Party, each Party will endeavour to identify a new Party and will cooperate fully with the accession of this Party in the Alliance. 19.3 If, in the framework of this agreement, additional clauses need to be incorporated either between the Lead Applicant or between the Joint Applicants, they will be decided upon in the BoD meeting and, if agreed upon, annexed to this Partnership Agreement. 19.4 All previous draft agreements will be non-binding after this final Agreement has been fully signed. 19.5 A Party to this Agreement shall not reassign its rights and obligations under this Agreement, prior to written consent by other Parties to a third party.
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Clause 20 Applicable law and interpretation of terms 20.1.1 This Agreement and agreements resulting from it shall be subject to the law of the Netherlands. Any dispute will be brought before the competent court in Amsterdam.
Approved and signed in threefold,
STICHTING PLAN NEDERLAND Mrs. M.M. van ’t Hek, Director
date
Stichting Women Win Maria Bobenrieth, Director
date
Huairou Commission JANICE PETERSON, CHAIR
date
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Organisational chart of the Partnership Board o
Pro
f Directors
gram m
e co m mi
t te e
Country programme teams
Country programme teams
programme
Finance team
Ministry of foreign affairs Country programme teams
Country programme teams
Strategic Level Tactical Level Operational Level
Board of directors takes strategic decisions and represents the alliance at the highest level. Programme committee consists of technical experts of alliance members tasked with operation management. Country programme teams bring together partners of alliance members, and coordinate their activities.
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