Strategic Partnership Agreement by Plan Nederland

Strategic Partnership Agreement: “Yes I Do Alliance”

Strategic Partnership Agreement: “Yes I Do Alliance” The undersigned, 1. 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”. 2. The Foundation AMREF NEDERLAND, domiciled under its articles of association and having its principal place of business at Haagse Schouwweg 6G (2332 KG) in Leiden, The Netherlands, registered with the Chamber of Commerce as number 41150298 for these purposes duly represented by Mrs. Drs. J.G.A.M. Lampe, CEO, hereinafter known as “Amref Nederland”. 3. The foundation CHOICE FOR YOUTH AND SEXUALITY, domiciled under its articles and having its principal place of business at Keizersgracht 177 (1016 DR) in Amsterdam, the Netherlands, registered with the Chamber of Commerce as number 32108345 for these purposes duly presented by Ms. E.M. de Jong, Executive Director, hereinafter known as “CHOICE”. 4. Association with full legal capacity, KONINKLIJK INSTITUUT VOOR DE TROPEN, having its seat at Mauritskade 63 (1092 AD) Amsterdam, registered with the Chamber of Commerce and Industry for Amsterdam file number: 33.185.213, hereafter to be called “KIT”, legally represented by M. M. Schneiders, Chief Executive Officer Royal Tropical Institution. 5. The foundation RUTGERS, domiciled under its articles of association and having its principal place of business at Arthur van Schendelstraat 696 (3511 MJ) Utrecht, The Netherlands, registered with the Chamber of Commerce as number 007935018 for these purposes duly presented by Mrs. D.A. Veldman, Director, hereinafter known as “Rutgers”. 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 girls and boys, 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. • Amref Nederland is the Dutch office and formal representative in the Netherlands of Amref Health Africa, an African non-governmental organization with its headquarters in Nairobi. It has country programmes in Kenya, Ethiopia, Uganda, Tanzania, South Sudan, Malawi, Mozambique, Sierra Leone , Zambia and South Africa; while training and technical support are provided to 30 more countries. Amref Health Africa’s vision is “lasting health change in Africa” and it works to improve the health of people in Africa by partnering with and empowering communities, and strengthening health systems. With a focus on women and children, Amref Health Africa works with the most vulnerable African communities and believes that the power to transform Africa’s health lies within its communities. In its more than 55 years of experience Amref Health

Africa has built a strong track record in working side by side with African communities to build the knowledge, skills and means to transform their health, strengthening linkages between communities and health facilities and improving the quality and efficiency of health care. It works closely with local and national governments and influences policies to ensure they address the needs of (marginalised) communities. • CHOICE for Youth and Sexuality (CHOICE) is a youth-led organization which advocates for the sexual and reproductive health and rights (SRHR) of young people worldwide and empowers them to make personal decisions concerning these issues. CHOICE also advocates for meaningful youth participation through the inclusion of young people in all stages of policy-making, implementation and monitoring of policies that address their needs and issues. CHOICE also consults other stakeholder how to meaningfully work with young people. One of CHOICE’s key strategies is integrated youth-led advocacy at international, regional, national and local level while supporting the youth SRHR movement through various networks. Via its Youth Leadership Program CHOICE builds and strengthens the capacities of other sustainable youth-led organizations in Africa and Asia, enabling them to engage successfully in youth-led advocacy. The program also uses youth (focus on girls) empowerment as a strategy to help young people become aware of their rights. • KIT (Royal Tropical Institute) is an international knowledge institute that conducts research, analyses and publishes knowledge from around the globe. KIT’s five business practices provide innovative solutions, approaches, advice, training and education for a variety of clients to have more impact in health, economic, social and organisational development. Health around the world is improving, but large groups of people are left behind. To improve access to quality health services, local and national governments and international organisations partner with KIT Health. Through master programmes, short courses and institutional support, KIT equips health professionals to be leaders in addressing public health challenges around the world. KIT’s research and capacity building activities aim to advance universal access to sexual and reproductive health and rights for the poorest and most vulnerable in society. KIT is at the forefront of supporting organisations and governments to realize better and inclusive access to quality sexual and reproductive health services, promote adolescent SRHR, reduce teenage pregnancy, improve maternal health and strengthen HIV prevention and care, especially for key populations. To achieve meaningful change, the work is based on a foundation of rights, participation and gender equality. The approach is innovative, demand-driven and tailor-made. Methods are always adapted to local contexts and respond to the priorities defined by the stakeholders and partners KIT works with. • Rutgers is an international centre of expertise on Sexual and Reproductive Health and Rights (SRHR), based in the Netherlands. Rutgers’ vision is that realising SRHR leads to individual wellbeing and healthy, inclusive and prosperous societies. Rutgers strives to improve sexual and reproductive health and rights in the Netherlands and around the world. It works for gender justice and to improve the lives of young people and vulnerable groups. As a centre of expertise it provides research, education, training and technical advice and advocacy, besides project implementation. Rutgers operates in some 18 countries, and has field offices in three countries. And with the joint agreement of the alliance to engage Population Services International (PSI) Europe, operating from Amsterdam, as a technical partner for carrying out specified assignments that in particular involve promotion of innovative social marketing and private sector engagement in the complex of interventions that the Alliance will implement.

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 apply for a Strategic Partnership in the area Sexual Reproductive Health and Rights with a deadline of 1st June 2015 (first phase; concept proposal) and end of 2015 (second phase: full proposal). • 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 Sexual Reproductive Health and Rights ambitions as stated by the Ministry of Foreign Affairs in its SRHR policy framework for the period 20162020. The particular will place a particular emphasis on child marriages, teenage pregnancies and female genital mutilation. Based on a clear understanding of 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:

Joint vision of the Alliance: Adolescent girls and boys enjoy their sexual and reproductive health and rights and achieve their full potential, free from all forms of child marriage, teenage pregnancy and female genital mutilation.

Shared goals: 1. Community members and gate keepers have changed attitudes and take action to prevent CM, FGM and TP, and mitigate the impact 2. Adolescent girls and boys are meaningfully engaged to claim their SRH rights 3. Adolescent girls and boys make use of SRHR information and services and take informed action on their sexual health 4. Adolescent girls have alternatives beyond CM, FGM and TP through education and economic empowerment 5. Policy makers and duty bearers develop and implement laws and policies in relation to CM, FGM and TP

The interventions considered by the alliance in pursuit of the above mentioned goals are in brief the following: 1. Promote gender transformative thinking 2. Girls’ empowerment. 3. Men and boys’ engagement 4. Meaningful youth participation We recognize that the complexity and above all the interrelationships between the three main ambitions to reduce all forms of child marriage, teenage pregnancy and harmful female genital mutilation 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 defend sexual and reproductive health and rights of adolescent 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. We consider ourselves, as an alliance consisting of organisations with a sound track record, to be adequately capacitated and experienced to undertake these interventions in a selected number of countries in West, East and Southern Africa and Asia. 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.

Contribution and added value of each Party Plan Nederland

Amref

CHOICE

KIT

Rutgers

Social, economic and political empowerment of adolescent girls; inclusive community mobilization, lobby & advocacy

Facilitate access of adolescents to SRHR services and information in remote communities; promote behavioural change

Promote meaningful youth participation; youth-led advocacy

Conduct research on effectiveness of strategic interventions on CM, FGM/C and TP

Promote male engagement for gender transformative approaches and design of CSE modules that address CM, TP and FGM/C

Added value: GBV, CM, FGM/C, Expertise violence in schools, and gender discrimination in access to postprimary education and jobs

FGM/C CM, TP and other sensitive issues in particular in remote communities. ARP as unique approach

Youth and ASRHR Research on participation and GBV, FGM/C, empowerment and TP

SRHR male engagement in sensitive sexual issues and CSE

Added value: Strong network of Networks global, national, regional and local partners, including girls’ organisations, corporate partners, UN agencies and the Girls Not Brides network

African based NGO, with strong local, national and international network including the Girls Not Brides network. Strong engagement with governments and corporate partners

Strong network of youth led-organisations. Member of Girls Not Brides network.

Large network of SRHR agencies. Part of MenEngage network

Main roles

Large network of civic and academic experts on SRHR

Added value of the Alliance: 1. Broad and complementary expertise in working with adolescents on SRHR, CM, FGM/C and TP. 2. By combining the Alliance partners’ networks and actors the scale of interventions is increased 3. By combining our thematic expertise and capitalising on our comparative advantages the effectiveness and efficiency of our interventions is enhanced The alliance partners have chosen to work together to cover a wide range of factors and actors, strategies and approaches, knowledge and expertise. PSI will be the Alliance’s technical partner to bring private sector engagement through its innovative social marketing approach. Together we create a force of influence that can combat CM, FGM and TP in a vast area from West-East and Southern Africa to South and South East Asia.

Hereby agree as follows:

Clause 1 Definitions Alliance: Lead Applicant: Joint Applicants: Technical Partner: Minister: Ministry: Strategic Partnership:

The partnership between the Lead Applicant and the Joint Applicants under the Agreement PLAN NEDERLAND Amref Nederland, CHOICE, Koninklijk Instituut voor de Tropen, Rutgers PSI Europe Minister for Foreign Trade and Development Cooperation of the Netherlands Ministry of Foreign Affairs of the Netherlands A strategic 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 SRHR strategic goal that is difficult for a partner to reach through individual effort. The strategic partnership delivers added value and aims for a strategic goal. Programme Committee: The Programme Committee comprises of representatives of the Parties. Board of Directors: Representation of Directors or Chairs of the Board of the Parties of the Alliance.

Clause 2 Subject and time frame of the partnership 2.1

The Parties will cooperate on the implementation of a joint programme for the elimination of child marriage, teenage pregnancy and female genital mutilation. The vision of the Alliance is that adolescent girls and boys enjoy their sexual and reproductive health and rights and achieve their full potential, free from all forms of child marriage, teenage pregnancy and female genital mutilation. 2.2 The agreement shall take effect on 1st January 2016 and will expire on 30 June 2021, provided that the grant is awarded. The running period of the grant is from January 2016 - December 2020; with additional time prior for programme development and after for evaluation and finalisation purposes. 2.3 The Parties are committed to carry out the activities which will be planned during 2015 according to the process established by the Ministry in its SRHR policy framework. Parties will observe the stipulations included in the financial regulations provided by the Ministry. Once the Programme activities have been determined and agreed upon, they will be annexed to the Partnership agreement. 2.4 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 SRHR 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 organisation 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 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. 4.2 Amref Nederland, CHOICE, Koninklijk Instituut voor de Tropen and Rutgers will act as Joint Applicants in the Alliance. The specific tasks of the Joint Applicants are described in Clause 5.2 of this Agreement. 4.3 All Parties guarantee the fulfilment of their obligations towards the Minister in respect of the grant and its other obligations. 4.4 The Joint Applicants will enable the Lead Applicant to comply with the provisions of the Strategic Partnership, within the framework of their allocated tasks.

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 as a whole. The Lead Applicant shall submit the application for phase 1 of Strategic Partnership before 1st June 2015. If the Alliance is selected for phase 2, the Lead Applicant will represent the Alliance in the programme development process with the Minister and the Ministry. Details regarding partnership management and programme management will be worked out in detail in the partnership with the Minister if selected for phase 2. 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 to be developed in phase 2. 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 on behalf of the Alliance for the development and implementation of the strategic partnership 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. 5.1.6 The submission of financial and programme progress reports to the Board of Directors; 5.1.7 The collection of the information and drafting of the required reports after approval by the Board of Directors, to be submitted to the Minister. 5.1.8 To draft and share minutes of the Board of Directors and Programme Committee meetings; 5.1.9 To ensure proper Alliance financial and administrative management systems for transparency and (financial) accountability;.

5.1.10 Set up and maintain the complaints procedure including filing, sharing in Board of Directors meeting of decisions taken by the Programme Committee. Further details regarding the management of the Strategic Partnership and programme management will follow if selected for phase 2.

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 interests of other Parties into account. 5.2.3 As far as necessary for the development of the strategic 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. 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. 6.1.8 Composition and fine-tuning of roles and responsibilities of the BoD members are to be agreed upon in Phase 2.

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 main seat of the Programme Committee will be in the Netherlands, with local representation at regional and national level where most effective. 6.2.3 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. 6.2.4 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. 6.2.5 The programme Committee delegates execution of the joint programme of works and all matters of operational nature to Regional Teams which will maintain working relationships with Country Teams. 6.2.6 Composition and fine-tuning of roles and responsibilities of the members are to be agreed upon in Phase 2.

Clause 6.3 Regional Teams, Country Programme Teams and local partners 6.3.1 Depending on the geographical scope, three or four Regional Programme Teams will be established in the Netherlands, to be determined in Phase 2. These regional teams will be represented and facilitated by a Regional Programme Coordinator (functioning as a linking pin between the alliance partners). 6.3.2 Depending on the geographical scope, up to 10 Country Programme Teams will be established, as well as the local partner organisation selection, to be agreed upon in Phase 2. These country teams will be represented/ and facilitated by National Programme Coordinators at the country level. 6.3.3 The Country Programme Teams will maintain relationships with selected local partners in country.

Clause 6.4 Alliance desk 6.4.1 The programme carried out by the Alliance will be supported by an Alliance desk, consisting of a limited number of persons, i.e. Alliance Coordinator, PME Officer and Finance Officer. 6.4.2 The main duties of the alliance desk will refer to facilitating the work done by the BoD (strategic), the Programme Committee (tactical) and the Regional Teams (operational), as well as the finance committee.

Clause 6.5 Finance Committee 6.5.1 The alliance will establish a Finance Committee, consisting of finance offices delegated by each of the Parties. 6.5.2 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, defining along broad lines the roles and relationships of the Strategic Partnership.

Clause 7 Planning, monitoring, evaluation and reporting 7.1 Each Party signatory to the agreement will appoint at least one contact person who is responsible for the implementation of this Agreement. These contact persons are to be determined during Phase 2 of the strategic partnership development. 7.2 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. 7.3 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 7.4 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. 7.5 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 during Phase 2 of the programme development.

Clause 8 Guarantees 8.1 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. 8.2 Parties guarantee the availability and deployment of sufficient people to implement this agreement. 8.3 The Parties ensure that their respective organisations are equipped to perform the tasks and the activities of the Programme. 8.4 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. 8.5 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. 8.6 Each Party will have a sound administrative system that meets the requirements laid down by the rules set by the Minister and the Ministry. 8.7 In case of repeated failure in meeting requirements, the Party that fails is liable under Clause 9 Liability and sanctions policy. 8.8 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. 8.9 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 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. 9.2 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. 9.3 Failure by a Joint Applicant to comply with the obligations as stipulated in the Programme (to be developed in Phase 2) 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 Strategic 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. 9.4 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. 9.5 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. 9.6 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. 9.7 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. 9.8 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. 9.9 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. In the latter case, liability shall be limited to a maximum to be determined when developing the programme (Phase 2). Specifications about procedures and compensations for imposing a sanction will be added during Phase 2 of the programme development.

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 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. 11.2 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. 11.3 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. 11.4 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. 11.5 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 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, which will be further determined in Phase 2. 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. Specifications about procedures and compensation for imposing a sanction

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, the final programme design, the selection of the countries, the anticipated expenditure of each with the party’s respective role and tasks, and the establishment of the strategic partnership with the Ministry. 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 SRHR 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 will include a provision for organisational costs of the alliance. This will be used for costs of the Lead Applicant with regard to programme coordination, financial administrative management and general programme support. There will also be a budget line per Party for organisation costs for the performance of their own activities. The calculation of organisation costs for both Lead Applicant and Joint Applicants will take place according to guidelines valid for all Parties which comply with the requirements to be set by the Ministry and the Lead Applicant. 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 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 SRHR 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 SRHR 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. 18.1 On termination or dissolution of the Agreement with a Joint Applicant the SRHR 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.

Clause 20â&#x20AC;&#x192; Applicable law and interpretation of terms 20.1.1â&#x20AC;&#x201A; 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 fivefold,

ANNEX 1.â&#x20AC;&#x192; Organisational Chart of the Strategic Partnership

Finance team

RPT

CPT

Programme

CPT

Index RPT= Regional Programme Team

Netherlands Level

CPT= Country Programme Team

Country Level

OPERATIONAL LEVEL

RPT

Committee

RPT

STRATEGIC LEVEL

Programme Committee

TACTIC LEVEL

Ministry of Foreign Affairs

Ad Hoc

RPT

Board of Directors

Technical

ALLIANCE DESK

Governance of the Yes I do Alliance