Letter of Agreement between ICABIOGRAD and party B within South East Asia

LETTER OF AGREEMENT

BETWEEN

The Indonesian Center for Agricultural Biotechnology and Genetic Resources Research and Development (ICABIOGRAD)

And

Party B

For provision of obligations in support of the implementation of the project on

“Co-development and transfer of rice technologies”

 

1. Introduction

The Indonesian Center for Agricultural Biotechnology and Genetic Resources Research and Development (hereinafter referred to as “ICABIOGRAD “) and having its address at JI. Tentara Pelajar No. 3A Bagor 16111, Indonesia of the one part; and Party B. Each of the Parties hereto shall individually be referred to as “the Party” and collectively as “the Parties”.

The Parties acknowledge that by an Agreement dated 31 January 2017, made between Food and Agriculture Organization of the United Nations (FAO) and Indonesia Agency for Agriculture Research and Development (hereinafter referred to as the “Main Agreement”), FAO has awarded a grant amounting to USD XXXX to Indonesia Agency for Agriculture Research and Development for the purpose to facilitate the project entitle the Co-development and transfer of rice technologies.

 

Party B acknowledge that a portion of a total grant awarded to Indonesia Agency for Agriculture Research and Development will be transferred by ICABIOGRAD to Party B which amounting to (Fifty two thousand eight hundred seven dollars only)  USD XXXX, into Party B’s account as specified in paragraph below:.

 

 

Detailed Banking Instructions

Bank Name                                         :

Bank country and city                         :

Bank branch address                           :

Swift code                                          :

Account number                                  :

Exact Bank Account holder’s name   :

Account Currency                               :

 

In consideration of receiving the fund amounting to USD XXXX, Party B agreed to undertake the activities as specified in Annex 3 of this Agreement (hereinafter referred to as the “Obligations”).

 

Annex 1, 2 and 3 which attached in this Agreement shall be read and construed as an integral part of this Agreement

 

1. Purpose

The purpose for which fund provided by ICABIOGRAD under this Agreement should be used are:

1. To host workshops and/or training for implementing the project on “Co-development and transfer of rice technologies” within the duration of this Agreement.
2. To conduct experiments and field/laboratory evaluation of rice genetic resources in order to implement the project on “Co-development and transfer of rice technologies”.

A detailed description of the Obligations including technical and operational requirement, budget, work plan and timeframe, performance indicators and means of verification are set out in detail in the Annex of this Agreement.

 

• Entry into force and period of validity. The Agreement shall run for a period of 24 months commencing from 1^st October 2016 until 30^th September 2018

 

1. General Condition
2. Funds provided by ICABIOGRAD under this Agreement are to be used by the Party B exclusively for provision of obligations in accordance with the budget set out in the Annex 2 of this Agreement. Neither the Party B nor its personnel nor any other person involve in the obligations on its behalf will incur any additional commitment or expense on behalf of ICABIOGRAD. The Party B shall return to the ICABIOGRAD, any unexpected fund budgeted and paid by ICABIOGRAD under this Agreement.

 

2. Unless authorized in writing by ICABIOGRAD, the Party B shall not advertise or otherwise make public that it has a contractual relationship with ICABIOGRAD, nor shall the Party B in any manner whatsoever use the name or emblem of ICABIOGRAD, or any abbreviation of the name of ICABIOGRAD.

 

3. The Parties hereby acknowledge and agree that all rights in and to Background IPR are vested, or shall vest, exclusively with the background owner/Party and shall be the independent property of the respective Party and no way affected by this Agreement and if used, shall only be used solely by the Parties solely for the purpose to implement the activities under this Agreements.

“Background IPR” of a Party shall mean all intellectual property rights of that Party which is created prior to or independently of this Agreement and which may be used and or/disclosed by such Party for the purposes to implement the activities under this Agreement.

 

4. Notwithstanding anything stated in the Main Agreement, all intellectual property rights, including copy right, in the outputs produced under this Agreement are jointly owned by ICABIOGRAD and the Party B, including without any limitations, the right to use, publish, translate, sell or distribute, privately or publicly, any item thereof. Neither Party nor its personnel will communicate to any other person or entity any confidential information made known to it by the other Party nor they will use this information for private or corporate advantage. This provision will survive the expiration or termination of this Agreement.

 

5. Any genetic materials transferred or exchanged for implementing the activities under this agreements will be conducted in accordance to the standard material transfer agreement of the International Treaty on Plant Genetic Resources for Food and Agriculture (ITPGRFA).

 

6. Any technologies tranferred for implementing activities under this agreement will be license-free and available without restriction to Parties subject to written approval from the owner Party and shall be used by the other Party for non commercial purpose only .

 

7. Party B will be responsible to undertake all activities related to the provision of Obligations stated in the Annex 3 of this Agreement only and the acts or omission of all employees, agents or other representatives. The ICABIOGRAD will not be held responsible for any accident, illness, loss or damage which may occur during the provision of Obligations or any claims, demands, suits, judgments, arising there from, including for any injury to the Party B’s employee, or to third parties, or any loss of, damage to, or destruction of property of third parties arising out of or connected to the Party B’s works or performance under this Agreement.

 

1. Reporting

The Party B shall submit to the Responsible Officer named in Paragraph IX below the progress report within 6 months after the date of this Agreement signed and the final report within 30 days after the completion of   all activities specified in Annex 3 of this Agreement.

 

1. Term of payment

In full consideration of the Obligations provided by the Party B, the ICABIOGRAD will pay and /or reimburse the Party B up to a total amount not exceed: USD XXXX. This payment will be made after certification by the Responsible Officer of the request(s) for payment as follows:

 

1. USD XXXX upon signature of this Agreement
2. USD XXXX upon receipt of the progress report
3. USD XXXX upon acceptance of the final report by ICABIOGRAD

 

• Termination

1. The Agreement shall enter into force and remain into force for a period as specified in Paragraph III above.

 

2. Party B will carry out the Obligations in accordance with the work plan and within the timeframe set forth in the Annex 3 of this Agreement and shall notify ICABIOGRAD of any delays that will prevent delivery of Obligations in accordance with the work plan within the timeframe set forth in the Annex 3 of this Agreement.

 

3. The ICABIOGRAD may suspend or cancel all or part of this Agreement, obtain the Obligations elsewhere and make corresponding adjustments to any payments that may be due to the Party B fails to make delivery, or perform the Obligations within the time frame set forth in the Annex 3 of this Agreement In the event that Party B is unable to complete the Obligations and/or activities within the time frame set forth in the Annex 3 of this Agreement, Party B may provide written notification and report to ICABIOGRAD stating the grounds for the delay. ICABIOGRAD may and shall not unreasonably withhold its approval to grant an extension period to enable Party B to complete the Obligations.

 

4. If at any time during the course of this Agreement it becomes impossible for the Parties to perform any of their obligations for reasons of Force Majeure, that Party shall promptly notify the other in writing of the existence of such Force Majeure. The Party giving notice thereby relieved from such obligations as long as Force Majeure persists. For the purpose of this Agreement, the term ”Force Majeure” shall mean any unforeseeable exceptional situation or event beyond the Parties’ control which prevent either of them from fulfilling any of their obligations under this Agreement, and was not attributable to error or negligence on their part.

 

5. The ICABIOGRAD shall have the right to terminate this Agreement, by written notice to this effect, if it considers that continued implementation of this Agreement is impossible or impractical:
6. For unforeseen causes beyond the control of ICABIOGRAD
7. In the event of a default or delay on the part of the Party B after written notice by ICABIOGRAD which provides a reasonable period to remedy the default or delay is given to Party B .

 

6. In the event of termination as per VII.5 above, the following shall apply:
7. Termination for unforeseen causes beyond its control, ICABIOGRAD shall complete all payments for expenses which have been incurred by Party B up to effective date of termination.
8. Termination due to the Party B’s default or delay which Party B failed to remedy, Party B shall refund to ICABIOGRAD any payment already received in respect of Obligations that have not been within the time frame stated in Annex 3 of this Agreement or as agreed by both Parties.

 

• Settlement of Dispute

 

1. Any dispute between the Parties arising out of the interpretation or execution of this Agreement, if not settled by negotiation between the Parties or by another agreed mode of settlement, shall be submitted at the request of either Party, to one conciliator. Should the Parties fail to reach agreement on the name of a sole conciliator, each Party shall appoint one conciliator. The conciliation shall be carried out in accordance with the Conciliation Rules of the United Nation Commission on International Trade and Law, as at present in force.

 

2. Any dispute not resolved by conciliation shall, at the request of either Party, be settled by arbitration in accordance with the Arbitration Rules of the United Nations Commission on International Trade Law, as at present in force. The arbitral tribunal shall have no authority to award punitive damages. ICABIOGRAD and the Party B agree to be bound by an arbitration award rendered in accordance with this article, as the final adjudication of any such dispute.

 

1. Amendments. Any changes or Amendments to this Agreement shall be made in writing and on the basis of mutual consent of the signatories to this Agreement.

 

1. Designation of Responsible officer. Mastur, Ph.D. , the Director of ICABIOGRAD, is the Budget Holder and has designated Dr Puji Lestari, Researcher at the ICABIOGRAD, responsible for the management of this agreement (“Responsible officer”), on behalf of the ICABIOGRAD

 

 

Signed on behalf of Indonesian Center for Agricultural Biotechnology and Genetic Resources Research and Development,

 

Date

 

Signature

 

Mastur, Ph.D

Director of ICABIOGRAD.

 

 

Signed on behalf of the Party B,

 

Date

 

Signature

 

………………

Director General

Party B

 

 

ANNEX 1. GENERAL OVERVIEW OF THE PROJECT ……………………..

ANNEX 2. BUDGET SUMMARY ……………………….

ANNEX 3. WORKPLAN ……………

 

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