Letter of Agreement between party A and party C

LETTER OF AGREEMENT

BETWEEN

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

And

Party C

For provision of services 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 Party C (together hereinafter referred to as “Parties”) have agreed that the Party B will provide services as defined in the attached annex which form as the integral part of this letter of agreement (the agreement). The ICABIOGRAD will provide fund to the Party C which will be extracted from the fund provided by the Food and Agriculture Organization of the United Nations (the FAO) to the ICABIOGRAD for implementing the project on “Co-development and transfer of rice technologies”, a total amount not exceeding XXXX USD.

Bank account information:

Bank name : ……

Address; ….

Account number: ……..

Account holder:  Party C

SWIFT Code: …….

Account currency: ………

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”
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 Services including technical and operational requirement, budget, work plan and timeframe, performance indicators and means of verification are set out in detail in the Annex.

• General Condition

1. Funds provided by ICABIOGRAD under this Agreement are to be used by the Party C exclusively for provision of services in accordance with the budget set out in the Annex. Neither the Party C nor its personnel nor any other person providing the services on its behalf will incur any additional commitment or expense on behalf of ICABIOGRAD. The Party C 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 C shall not advertise or otherwise make public that it has a contractual relationship with ICABIOGRAD, nor shall the Party C in any manner whatsoever use the name or emblem of ICABIOGRAD, or any abbreviation of the name of ICABIOGRAD.

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

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

5. Unless stated otherwise, any technologies tranferred for implementing activities under this agreement will be license-free and available without restriction to

6. The Party C will be responsible for all activities related to the provision of Services 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 Services or any claims, demands, suits, judgments, arising there from, including for any injury to the Party C’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 C’s works or performance under this agreement.

1. Reporting

[The Party C] 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.

1. Term of payment

In full consideration of the services provided by [the Services Provider], the ICABIOGRAD will pay and /or reimburse [the Party C] up to a total amount not exceed : US$ XXXX.This payments 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

1. Termination
2. The Agreement shall enter into force upon signature by both Parties and shall remain in force until the Services have been satisfactorily provided or until otherwise terminated in accordance with the provisions herein.
3. The Party C will carry out the Services in accordance with the work plan and within the timeframe set forth in the Annex and shall notify ICABIOGRAD of any delays that will prevent delivery of Services in accordance with the work plan within the timeframe set forth in the ANNEX.
4. The ICABIOGRAD may suspend or cancel all or part of this Agreement, obtain the Services elsewhere and make corresponding adjustments to any payments that may be due to the Party C fails to make delivery, or perform to a standard considered acceptable to the ICABIOGRAD.
5. 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.
6. 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:
7. For unforeseen causes beyond the control of ICABIOGRAD
8. In the event of a default or delay on the part of the Party C after written notice by ICABIOGRAD which provides a reasonable period to remedy the default or delay.
9. In the event of termination as per VI.5 above, the following shall apply:

1. Termination for unforeseen causes beyond its control, ICABIOGRAD shall complete all payments for expenses which have been incurred by the Party C up to effective date of termination.
2. Termination due to the Party C’s default or delay, the Party C shall refund to ICABIOGRAD any payment already received in respect of Services that have not been performed to a standard considered acceptable to ICABIOGRAD.

• 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 C] agree to be bound by an arbitration award rendered in accordance with this article, as the final adjudication of any such dispute.

• 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. Dr Mastur , 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

1. Entry into force and period of validity. The Agreement will enter into force upon the date of signature by the Party C, and will terminate on June 2019

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

Date

Signature

Dr. Mastur

Director of ICABIOGRAD.

Signed on behalf of the Party C

Date

Signature

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Director of Party C

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

ANNEX 2. BUDGET SUMMARY…………………..

ANNEX 3. WORKPLAN…………………..