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BB5 - Ashoka Collaboration Agreement - Bancalimentos
BB5 - Ashoka Collaboration Agreement - Bancalimentos
This Collaboration Agreement (this “Agreement”), effective as of June 30, 2021 (the
“Effective Date”), is made by and between Fondation Ashoka Suisse (“Ashoka”), a Swiss
foundation with the registration number CHE-114.842.017, and Fundación Red por la
Infancia, an Argentinian organization (“Infancia”), Antenas Por Los Ninos A.C., a Mexican
organization (“Antenas”), Bancalimentos SAS BIC, a Colombian organization
(“Bancalimentos”), collectively (the “Partners”). Ashoka and the Partners shall each be
referred to herein as a “Party” and collectively, as the “ Parties.”
Background
Ashoka™ is the world’s largest network of social entrepreneurs with over 3,200 leading
changemakers—Ashoka Fellows—in over 90 countries. Furthermore, through its 40 country
offices, Ashoka has access to tens of thousands of other social innovators creating change
across the world.
Ashoka builds and cultivates a community of change leaders who envision an Everyone a
Changemaker™ world. Together, we collaborate to transform institutions and cultures
worldwide to support changemaking for the good of society. Ashoka is widely regarded among
the five most influential non-profits in the world.
Red por la Infancia promotes a comprehensive approach to violence against women and
children.
Antenas por los Ninos has created a multimedia solution that transforms traditional therapy and
breaks down natural communication barriers between children who have experienced
traumatizing life events and the health care professionals seeking to help them.
Bancalimentos generates food security by using waste as a common currency to access financial
products and services that improve nutrition.
Ashoka and Partners wish to formalize the relationship between them in accordance with this
Agreement. Accordingly, in consideration of the mutual covenants and agreements contained
herein, including any attachments to this Agreement, Ashoka and Partners intend to be
legally bound and agree as follows:
Collaboration Agreement 1
Section 1. Scope of Work.
(i) Appointment of Primary Contact. Ashoka will appoint a primary contact person within
20 business days of the Effective Date for coordination with Partner and implementation
of the activities under this Agreement that are set out in Annex C hereto.
(ii) Provide Grant. Ashoka will provide a grant to Infancia and to Bancalimentos.
(iii) Provide Feedback. Meet regularly with Infancia to provide feedback on its activities and
progress.
(i) Primary Contact. Partner will appoint a primary contact person within 20 business days
of the Effective Date for coordination with Ashoka and implementation of the activities
under this Agreement.
(ii) Design and implement communications campaign. Infancia will collaborate with
Bancalimentos and Antenas to design and roll out a communications campaign to raise
awareness and prevent violence against children and adolescents. Infancia will lead the
work and coordinate activities with Bancalimentos and Antenas.
(iii) Develop written materials. Infancia will develop the written materials for adults. It will
also be responsible for the translation of materials to neutral Spanish.
(iv) Contract with agency. Infancia will contract an agency for the campaign design,
development of audiovisual elements, and its roll-out.
(i) Primary Contact. Partner will appoint a primary contact person within 20 business days
of the Effective Date for coordination with Ashoka and implementation of the activities
under this Agreement.
(ii) Develop chapter for children. Antenas will develop a written chapter for children.
(iii) Review campaign content . Antenas will also review all campaign content and provide
input.
Collaboration Agreement 2
(iv) Contract with Infancia. Antenas will sign an agreement with Infancia for the use of “El
Escudo de Dignidad” trademark.
(i) Primary Contact. Partner will appoint a primary contact person within 20 business days
of the Effective Date for coordination with Ashoka and implementation of the activities
under this Agreement.
(ii) Develop a written chapter. Bancalimentos will develop a written chapter on food-
based violence against children targeted to adults.
(iii) Review campaign content. Bancalimentos will also review all campaign content and
provide input.
Section 2. Contribution.
(a) Contribution Terms. Ashoka agrees to make a contribution to Partners in cash via wire
transfer in an amount equal to CHF 7,000 (the “Contribution”) as detailed in Section 2 (b)
and pursuant to the projected budget and wire instructions as set forth on Annex A
hereto. The Contribution shall be paid in three (3) separate installments, as detailed in
Section 2(b). Ashoka agrees to make the Contribution to the Parties in cash as described as
described in Section 2 (b). Any changes to the projected budget, including any additional
payments or fees, shall be discussed and mutually agreed upon in writing by all Parties. Any
renewal fees beyond the Term (as defined below) shall be discussed and mutually agreed
upon in writing by all Parties. Installment arrangements subject to possible change.
(i) CHF 4,900 to Infancia due within 10 days of signing of this Agreement by all Parties;
(ii) CHF 300 to Bancalimentos due August 31, 2021, upon receipt of the written chapter
for adults as specified in Section I of this Agreement; and
(iii) CHF 1,800 to Infancia due December 31, 2021, upon receipt of the end-year report.
(a) Term and Review. This Agreement shall remain in effect until December 31, 2021, from
the Effective Date (the “Term”), unless otherwise terminated in accordance with the
provisions in this Agreement, or upon mutual written agreement of the Parties. During
the
Collaboration Agreement 3
final quarter of the Term, the Parties will review the status of project to evaluate future
needs.
(b) Renewal. This Agreement may be renewed for an additional period of time and for a
renewal fee as agreed upon in writing by the Parties.
(c) Termination for Cause. All Parties intend to ensure a successful partnership and agree
to cooperate to resolve any disagreements or misunderstandings that may arise at any time in
connection with this Agreement. However, subject to the Force Majeure Events provisions
below, either Party shall have the right to terminate this Agreement if, after providing
written notice to the other Party of a material breach of this Agreement, such breach is
not cured within 30 days after receiving such notice. Upon termination of this Agreement
by Ashoka pursuant to this Section 4(c), all Partners shall return to Ashoka any unused or
undistributed portion of the Contribution, less any committed amounts to cover
development or administration costs of the project (including without limitation internal
expenses and costs of Partner staff) incurred prior to such termination. For the
avoidance of doubt, Partners shall have the right to terminate this Agreement if Ashoka
fails to make the Contribution in accordance with Section 2 above. It is otherwise the
intent of all Parties to ensure a successful collaboration. As such, all Parties agree to
cooperate and work together in all respects to resolve any disagreements or
misunderstandings that may arise at any time during the course of this Agreement.
Section 4. Confidentiality.
(i) “Applicable Data Protection Laws” means: (a) the General Data Protection Regulation
(EU) 2016/679 (“GDPR”), together with any national implementing laws in any Member
State of the European Union; and (b) any equivalent applicable laws dealing with the
same subject matter, anywhere in the world; each as applicable to a Party, and each as
amended, repealed, consolidated, or replaced from time to time.
(ii) "Authorized Employee" means each Party's employees, including any subcontractors,
agents, or auditors, who have a need to know or otherwise access Personal Data to
enable such Party to perform its obligations under this Agreement. Subcontractors,
agents, or auditors must execute a written agreement agreeing to comply with the
terms and conditions of this Agreement.
(iii) “Controller” means the Party who determines the purposes and means of the
processing of Personal Data.
(iv) “Personal Data” means any information relating to an identified or identifiable natural
person (“Data Subject”); an identifiable natural person is one who can be identified,
directly or indirectly, in particular by reference to an identifier such as a name, an
identification number, location data, an online identifier or to one or more factors
specific to the physical, physiological, genetic, mental, economic, cultural, or social
identity of that natural person.
(v) “Processing Activity” means the activities related to Personal Data processed under this
Agreement, as set out in Section 1 and Annex B Schedule B.
(vi) “Processor” means a natural or legal person, public authority, agency, or other body
which processes personal data on behalf of the Controller.
(vii) "Security Breach" means (i) any act or omission that compromises either the security,
confidentiality, or integrity of Personal Data or the physical, technical, administrative, or
organizational safeguards put in place by a Controller that relate to the protection of
the security, confidentiality, or integrity of Personal Data; or (ii) receipt of a complaint
in relation to the privacy and data security practices of a Controller or a breach or
alleged breach of this Agreement relating to such privacy and data security practices.
Without limiting the foregoing, a compromise shall include any unauthorized access
to or disclosure or acquisition of Personal Data.
(b) Standard of Care. Each Party agrees and covenants that it shall:
(i) Keep and maintain all Personal Data in strict confidence, using such degree of care as is
appropriate to avoid unauthorized access, use, or disclosure;
(ii) Not create, collect, receive, access, or use Personal Data in violation of law;
(iii) Use and disclose Personal Data solely and exclusively for the purposes for which the
Personal Data, or access to it, is provided pursuant to Section 1 of this Agreement;
(iv) Not use, sell, rent, transfer, distribute, or otherwise disclose or make available Personal
Data without the prior written consent of the other Party; and
(v) Not, directly or indirectly, disclose Personal Data to any person other than its
Authorized Employees (a “Third Party”) without the other Party's prior written
consent, unless and to the extent required by government authorities or as otherwise,
to the extent expressly required, by applicable law, in which case the Party shall:
(1) to the extent permitted by applicable law, notify the other Party before such
disclosure or as soon thereafter as reasonably possible;
(2) be responsible for and remain liable to the other Party for the actions and omissions
of such Third Party concerning the treatment of such Personal Data as if they
were the Party's own actions and omissions; and
(3) require the Third Party that has access to Personal Data to execute a written
agreement agreeing to comply with the terms and conditions of this Agreement.
(ii) Upon either Party's written request, the other Party shall:
(1) confirm compliance with this Agreement, as well as any Applicable Data
Protection Laws or industry standards, and
(1) Each Party is the Controller of the Personal Data that Party discloses under this
Agreement. For the purposes of this Section 5, “Controller” includes each Party’s
parents, branches, subsidiaries, affiliates, agents, representatives, and other related
parties.
(2) Each Party acknowledges that where it acts as Controller of its own Personal Data
or any of the other Party’s Personal Data, it bears sole and entire responsibility for
its own compliance, and for the compliance of its Processors, with Applicable
Data Protection Laws. Neither party relies on the other Party in connection with
such compliance.
(3) The Parties agree to share Personal Data for which they are a Controller with the
other Party, solely for the purposes described in Section 1 above and agree to enter
into, and perform as required, the Controller-to-Controller Standard Contractual
Clauses attached in Annex B (“ Clauses”).
(1) In the event that either Party discovers a Security Breach that affects any Processing
Activity, that Party shall promptly notify the other Party. The Parties shall then
work together, providing one another with all reasonable assistance necessary to
identify the cause of the Security Breach, remedy the Security Breach, and
determine whether the Security Breach is likely to result in a risk to the rights and
freedoms of Data Subjects.
(2) Unless the Parties have first conclusively determined that the Security Breach is
unlikely to result in a risk to the rights and freedoms of Data Subjects, the Party
that first discovered the Security Breach shall promptly report the Security Breach
to the relevant supervisory authority in accordance with Applicable Data Protection
Laws.
(3) The Parties shall work together, providing one another with all reasonable
assistance, to provide affected Data Subjects with appropriate notification of the
Security Breach, including information on how affected Data Subjects can protect
themselves from the consequences of the Security Breach.
(iv) Term. Subject to clause 7 of the Clauses, the Clauses, shall remain in force for the
duration of the Processing Activities.
(e) Minors.
(i) “Minor” means a person under the age of consent in their jurisdiction. In most global
jurisdictions, including the United States and United Kingdom, the age of consent is
eighteen (18). In the European Union, the age of consent is sixteen (16). In some
jurisdictions, the age of consent can be up to twenty-one (21).
(ii) The Parties shall not process a Minor’s data without first obtaining authorization by
the holder of parental responsibility over the Minor.
(i) Each Party represents and warrants that its collection, access, use, storage, disposal, and
disclosure of Personal Data does and will comply with all Applicable Data Protection
Laws, as well as all other applicable regulations and directives.
Collaboration Agreement 8
(ii) Without limiting each Party's obligations under this Section, each Party shall implement
administrative, physical, and technical safeguards to protect Personal Data that are no
less rigorous than accepted industry practices, and shall ensure that all such safeguards,
including the manner in which Personal Data is collected, accessed, used, stored,
processed, disposed of, and disclosed, comply with Applicable Data Protection Laws, as
well as the terms of this Agreement.
(iii) At a minimum, each Party's safeguards for the protection of Personal Data shall include:
(1) limiting access of Personal Data to Authorized Employees; (2) securing business
facilities, data centers, paper files, servers, back-up systems, and computing equipment,
including, but not limited to, mobile devices and other devices with information
storage capability; (3) implementing network, device application, database, and platform
security;
(4) securing information transmission, storage, and disposal; (5) implementing
authentication and access controls within media, applications, operating systems, and
equipment; (6) encrypting highly-sensitive Personal Data stored on any mobile device,
(7) encrypting highly-sensitive Personal Data transmitted over public or wireless
networks; (8) implementing appropriate personnel security and integrity procedures and
practices, including, but not limited to, conducting background checks consistent with
applicable law; and (9) providing appropriate privacy and information security training to
each Party's employees.
(a) Mutual Indemnification. Each Party will indemnify and hold harmless the other Party
from any damages, losses, fines, costs, expenses or fees (including court- or
arbitration-related expenses and reasonable attorneys’ fees) (collectively, “Costs”) actually
incurred by the Party seeking indemnification and as a result of any third party claims,
causes of action, suits or proceedings (“Claims”) arising out of, as a result of, or in
connection with the indemnifying Party’s gross negligence, willful misconduct, bad faith or
fraud in connection with this Agreement. The Party seeking indemnification agrees to
give the indemnifying Party prompt notice of any Claims and to allow the indemnifying
Party to control the defense or settlement of any such Claims.
(b) Limitation on Liability. Neither Party shall be liable to the other Party for any incidental,
indirect, consequential, special, punitive or exemplary damages of any kind, including,
without limitation, lost revenues or profits, loss of business or loss of data, arising out of
this agreement. In no event shall either Party hereto be liable to the other Party for any
loss, damage or injury of any kind or nature arising out of or in connection with this
agreement, in excess of the amounts actually paid pursuant to Section 2 herein;
Collaboration Agreement 9
provided
Collaboration Agreement 10
that, the foregoing shall not preclude Ashoka from recovering any unpaid amounts that
partner is obligated to pay pursuant to Section 2 herein. Neither of the Parties makes any
representation or warranty, including, without limitation, warranties of merchantability,
fitness for a particular purpose, title or non-infringement, in connection with this
agreement and each Party expressly disclaims all express warranties and all duties,
obligations and warranties implied by law with respect thereto.
(b) Definition of Party. For this Section 7, each Party’s intellectual property shall include the
intellectual property of that Party’s parents, branches, subsidiaries, affiliates, agents,
representatives, Ashoka Fellows, independent contractors, and other related parties. For
the avoidance of doubt, any Intellectual Property of any Ashoka Fellows shall be considered
as Intellectual Property of Ashoka.
(c) Retention of Own Intellectual Property Rights. For the avoidance of doubt, each
Party shall retain the rights of all its intellectual property disclosed during the course of
this Agreement, and the other Party (or any third party) does not acquire any ownership
or license or any other right whatsoever in such intellectual property except as provided
below or otherwise mutually agreed in writing. Each Party shall comply with all
specifications from the other Party in relation to the use of intellectual property rights of
such other Party, including trademarks, patents, logos, or other rights of equivalent nature.
Each Party agrees to comply with the branding guidelines set out by the other Party in
case of reproduction of the distinguishing feature of such other Party, without grant of any
proprietary or license right to the Party using the distinguishing feature. Ashoka shall retain or
obtain, as the case may be, all intellectual property rights in and to any modifications,
improvements or other enhancements or developments to any of its existing materials
and technology.
(a) Ownership and Licensing of Work Product. Any work product developed in
connection with this Agreement, including any reports, documents, data, analyses,
presentations, software, inventions, photographs, video or other materials (regardless of
form or format), and all copyrights and other intellectual property rights in any of the
foregoing (collectively, “Work Product”), shall be the joint property of all Partners. Each
Partner has an equally nonexclusive, worldwide, perpetual, irrevocable, fully-paid-up,
royalty-free license to use, translate, reproduce, modify, publish, publicly distribute, import,
publicly display, publicly perform, digitally perform, create derivative works of and otherwise
utilize any Work Product (including any copyrights, trademarks or other intellectual
property contained therein). However, the Parties’ rights are limited in the event a Party
wishes to transfer rights in the Work Product to a third-party, in which case the
unanimous consent of all other Parties is required.
(a) Force Majeure Event. A “Force Majeure Event” means any event or circumstance (other
than a lack of funds or finances) beyond the reasonable control of and without the fault or
negligence of the Party which hinders or prevents such Party from performing despite using
commercially reasonable efforts. It shall include such failure to perform due to: acts of God;
war (declared or undeclared), terrorism, riot or insurrection; blockades; embargoes;
sabotage; epidemics; pandemics; explosions and fires; earthquakes; hurricanes, floods,
droughts, blizzards, ice storms, lightning, thunderstorms and other abnormal weather
conditions; and national or regional general strikes, lockouts or other labor disputes. If
either Party is rendered wholly or in part unable to perform its obligations under this
Agreement because of a Force Majeure Event, then such Party will be excused from
whatever performance is affected by the Force Majeure Event.
(b) Termination due to Force Majeure Event. Either Party may terminate this Agreement
if a Force Majeure Event prevents the other Party from performing a material part of its
obligations under this Agreement for a continuous period of at least 90 calendar days.
Each Party acknowledges that it is familiar with the U.S. Executive Orders and laws that prohibit
the provision of resources and support to individuals and organizations associated with
terrorism and the terrorist related lists promulgated by the U.S. Government, and the United
States Foreign Corrupt Practices Act, the United Kingdom Bribery Act, and all other
applicable anti-corruption laws. Each Party will use reasonable efforts to ensure that it does
not support or promote violence, terrorist activity or related training, or money laundering or
corruption.
(a) Organization, Power and Authority, and Enforceability. Each Party is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its formation.
The execution, delivery and performance by each Party of this Agreement have been
duly authorized and do not and shall not violate any law. This Agreement is a valid obligation
of such Party, enforceable against such Party in accordance with its terms.
(b) No Conflicts. Neither the execution and delivery of this Agreement by either Party nor
the performance by either Party of its obligations under this Agreement conflicts with or
will result in a breach or default under any agreement or obligation by which such Party is
bound.
(a) Legal Relationship of Parties. It is understood and agreed that nothing contained
herein shall be construed or deemed to make the Parties partners (in terms of a legal
partnership) or joint ventures during the course of this Agreement, nor shall either Party or
any of its agents, independent contractors, consultants or employees be construed or
deemed to be an employee of the other Party. The Parties expressly covenant to
cooperate and work together in good faith regarding all actions, decisions and conduct
contemplated by this Agreement.
(b) Survival. Notwithstanding, anything to the contrary herein, sections in this Agreement
which by their nature should survive, survive termination.
(c) Governing Law. This Agreement and any dispute arising under it shall be governed by and
construed and enforced in accordance with the substantive law of the State of New York
without regard to any conflicts of law principles. The federal and state courts within the
State of New York shall have exclusive jurisdiction to adjudicate any dispute arising in
connection with this Agreement or any disclosure by Ashoka of its Confidential
Information to Recipient. Each party to this Agreement, by its signature below, agrees
that it will not bring any action, suit, or proceeding in any state other than New York, and
consents to jurisdiction of the federal and state courts within the State of New York,
regarding any claim or dispute arising in connection with this Agreement.
(d) Disputes. All Parties expect this collaboration to be a success and agree to cooperate in all
respects. In the event of a dispute, however, between the Parties related to this Agreement,
all Parties agree to work together to try and resolve any such dispute in private meetings. In
the event any dispute is not resolved in private meetings within 30 calendar days of written
notice by one Party to the other of a dispute, then, as an alternative to such Party
instituting a law suit or legal action, any controversy or claim arising out of or relating
to this Agreement, or the breach or validity thereof (including but not limited to any claim
based on tort or any other causes of action relating to the transactions contemplated by
this Agreement, such claims based on an allegation of fraud or misrepresentation and
claims based on a federal or state statute) shall be finally settled by binding arbitration in New
York City, New York, United States, administered by the American Arbitration Association
in accordance with its Commercial Arbitration Rules, including the Option Rules for
Emergency Measure of Protection, as modified by any other instructions that the Parties
may agree on at the time, except that each Party shall have the right to conduct discovery in
any manner and to the extent authorized by the Federal Rules of Civil Procedure as
interpreted by the federal courts. If there is any conflict between those rules and the
provisions of this Section 11, the provisions of this Section 11 shall prevail. Judgment on the
award rendered by the arbitrator(s) shall be final and binding upon the Parties and may
be entered in any court having jurisdiction thereof. The language of the arbitration shall
be English. Each Party shall bear its own fees and expenses regarding the arbitration and any
related proceeding, and the Parties shall share equally the fees and expenses of the
American Arbitration Association and the arbitrators. The arbitration proceedings and all
results thereof shall be kept confidential unless otherwise required by law.
(e) Notices. Any notice or other communication required or permitted under this Agreement
shall be addressed as follows:
If to Ashoka:
Ashoka Switzerland
Attention: Ashling Hoare
Rue Rotchschild 50, 1202 Geneva, Switzerland
E-mail: ahoare@ashoka.org
If to Infancia:
Bancalimentos
Attention: Olga Bocarejo
Calle 4S N. 3-68 barrio San Isidro , Cundinamarca, Colombia
E-mail: gerencia@bancalimentos.co
Any such communication so given or made shall be deemed to have been given or made and
to have been received on the day of delivery if delivered, or on the day of sending by
other means of recorded electronic communication. Either Party may change its notice
information by giving the other Party written notice in the manner set forth above of any
such changes.
(f) Entire Agreement. This Agreement, together with any annexes or other attachments
hereto constitutes the entire agreement between the Parties concerning this matter, and
supersedes all prior understandings, letters, agreements, contracts, and other documents.
(g) Amendment, Waiver, Invalidity. This Agreement may not be amended except by an
instrument in writing signed by each Party. Waiver by either Party of any condition or of a
breach of any other provision of this Agreement shall not operate or be construed as a
waiver of any other condition or any other provision or subsequent breach. The invalidity
or unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provisions of this Agreement, all of which shall remain in full
force and effect.
(h) Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective successors, permitted assigns and legal
representatives. Nothing in this Agreement is intended to confer any rights or remedies on
any person or entity that is not a Party to this Agreement. Neither this Agreement nor
any right or obligation under it may be assigned, transferred or delegated, voluntarily or by
operation of law, by either Party without the prior written consent of the other Party;
provided that, no such consent shall be necessary for such an assignment, transfer or
delegation by either Party to any entity controlling it, controlled by it, or under
common control with it, or to any entity that succeeds to such Party’s business by
purchase, merger, consolidation or other corporate transfer.
(i) Counterparts. This Agreement may be executed by the Parties in separate counterparts,
each of which when so executed and delivered shall be an original, but all such counterparts
shall together constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
ASHOKA
By:
Name:
Title:
INFANCIA
By:
Name:
Title:
ANTENAS
By:
Name:
Title:
By:
Name: Olga Yaneth Bocarejo
Develop written materials for children Pro bono Antenas por los Ninos
Total 9.000
It is agreed that funds will be wire transferred into the following Ashoka Recipient account of:
Collaboration Agreement 16
Beneficiary Account Number: 1071-15864-5
SWIFT #: QUILARBA
Bancalimentos
EUROPEAN COMMISSION
DIRECTORATE-GENERAL JUSTICE
5271 SET II
Standard Contractual Clauses for the Transfer of Personal Data from the
Community to Third Countries (Controller to Controller Transfers)
between
Ashoka Switzerland, Rue Rotchschild 50, 1202 Geneva, Switzerland (hereinafter “Data
Exporter”)
and
Antenas Por Los Ninos A.C., Cerrada de Rompeolas 10 colonia las Aguilas CP 01710
CDMX México (hereinafter “Data Importer”)
and
Bancalimentos SAS BIC, Calle 4S N. 3-68 barrio San Isidro, Cundinamarca, Colombia
(hereinafter “Data Importer”)
and
Fundación Red por la Infancia, Tucuman 1, Ciudad Autónoma de Buenos Aires, Argentina
(hereinafter “Data Importer”)
1. Definitions
(b) The “Data Exporter” shall mean the Controller who transfers the Personal Data;
(c) The “Data Importer” shall mean the Controller who agrees to receive from the Data
Exporter Personal Data for further Processing in accordance with the terms of these
clauses and who is not subject to a third country’s system ensuring adequate protection;
(d) “Clauses” shall mean these contractual clauses, which are a free-standing document that
does not incorporate commercial business terms established by the Parties under
separate commercial arrangements.
The details of the transfer (as well as the Personal Data covered) are specified in Schedule
B, which forms an integral part of the Clauses.
(a) The Personal Data have been collected, Processed and transferred in accordance with
the laws applicable to the Data Exporter.
(b) It has used reasonable efforts to determine that the Data Importer is able to satisfy its
legal obligations under these Clauses.
(c) It will provide the Data Importer, when so requested, with copies of relevant data
protection laws or references to them (where relevant, and not including legal advice) of
the country in which the Data Exporter is established.
(d) It will respond to enquiries from Data Subjects and the Authority concerning Processing
of the Personal Data by the Data Importer, unless the Parties have agreed that the Data
Importer will so respond, in which case the Data Exporter will still respond to the
extent reasonably possible and with the information reasonably available to it if the Data
Importer is unwilling or unable to respond. Responses will be made within a reasonable
time.
(e) It will make available, upon request, a copy of the Clauses to Data Subjects who are
third party beneficiaries under clause 4, unless the Clauses contain confidential
information, in which case it may remove such information. Where information is
removed, the Data Exporter shall inform Data Subjects in writing of the reason for
removal and of their right to draw the removal to the attention of the Authority.
However, the Data Exporter shall abide by a decision of the Authority regarding access
to the full text of the Clauses by Data Subjects, as long as Data Subjects have agreed to
respect the confidentiality of the confidential information removed. The Data Exporter
shall also provide a copy of the Clauses to the Authority where required.
(a) It will have in place appropriate technical and organizational measures to protect the
Personal Data against accidental or unlawful destruction or accidental loss, alteration,
unauthorized disclosure or access, and which provide a level of security appropriate
to the risk represented by the Processing and the nature of the data to be protected.
(b) It will have in place procedures so that any third party it authorizes to have access to the
Personal Data, including Processors, will respect and maintain the confidentiality and
security of the Personal Data. Any person acting under the authority of the Data
Importer, including a Processor, shall be obligated to Process the Personal Data only on
instructions from the Data Importer. This provision does not apply to persons
authorized or required by law or regulation to have access to the Personal Data.
(c) It has no reason to believe, at the time of entering into these Clauses, in the existence
of any local laws that would have a substantial adverse effect on the guarantees provided
for under these Clauses, and it will inform the Data Exporter (which will pass such
notification on to the Authority where required) if it becomes aware of any such laws.
(d) It will Process the Personal Data for purposes described in Schedule B and has the legal
authority to give the warranties and fulfil the undertakings set out in these Clauses.
(e) It will identify to the Data Exporter a contact point within its organization authorized to
respond to enquiries concerning Processing of the Personal Data, and will cooperate in
good faith with the Data Exporter, the Data Subject and the Authority concerning all
such enquiries within a reasonable time. In case of legal dissolution of the Data Exporter,
or if the Parties have so agreed, the Data Importer will assume responsibility for
compliance with the provisions of clause 2(e).
(f) At the request of the Data Exporter, it will provide the Data Exporter with evidence of
financial resources sufficient to fulfil its responsibilities under clause 4 (which may
include insurance coverage).
(g) Upon reasonable request of the Data Exporter, it will submit its data Processing
facilities, data files and documentation needed for Processing to reviewing, auditing
and/or certifying by the Data Exporter (or any independent or impartial inspection
agents or auditors, selected by the Data Exporter and not reasonably objected to by the
Data Importer) to ascertain compliance with the warranties and undertakings in these
Clauses, with reasonable notice and during regular business hours. The request will be
subject to any necessary consent or approval from a regulatory or Supervisory
Authority within the country of the Data Importer, which consent or approval the Data
Importer will attempt to obtain in a timely fashion.
(h) It will Process the Personal Data, at its option, in accordance with the Data
Processing Principles set forth in Schedule A;
(i) It will not disclose or transfer the Personal Data to a third-party data controller located
outside the European Economic Area (EEA) unless it notifies the Data Exporter about
the transfer and
(i) the third-party data controller Processes the Personal Data in accordance with a
Commission decision finding that a third country provides adequate protection, or
(ii) the third-party data controller becomes a signatory to these Clauses or another
data transfer agreement approved by a competent Authority in the EU, or
(iii) Data Subjects have been given the opportunity to object, after having been informed
of the purposes of the transfer, the categories of recipients and the fact that the
countries to which data is exported may have different data protection standards, or
(iv) with regard to onward transfers of Sensitive Data, Data Subjects have given their
unambiguous consent to the onward transfer.
(a) Each Party shall be liable to the other Parties for damages it causes by any breach of
these Clauses. Liability as between the Parties is limited to actual damage suffered.
Punitive damages (i.e. damages intended to punish a Party for its outrageous conduct)
are specifically excluded. Each Party shall be liable to Data Subjects for damages it
causes
Collaboration Agreement 21
by any breach of third-party rights under these Clauses. This does not affect the liability
of the Data Exporter under its data protection law.
(b) The Parties agree that a Data Subject shall have the right to enforce as a third party
beneficiary this clause and clauses 2(b), 2(d), 2(e), 3(a), 3(c), 3(d), 3(e), 3(h), 3(i), 4(a), 6,
7(d) and 8 against the Data Importer or the Data Exporter, for their respective breach
of their contractual obligations, with regard to his Personal Data, and accept jurisdiction
for this purpose in the Data Exporter’s country of establishment. In cases involving
allegations of breach by the Data Importer, the Data Subject must first request the Data
Exporter to take appropriate action to enforce his rights against the Data Importer; if
the Data Exporter does not take such action within a reasonable period (which under
normal circumstances would be one month), the Data Subject may then enforce his
rights against the Data Importer directly. A Data Subject is entitled to proceed directly
against a Data Exporter that has failed to use reasonable efforts to determine that the
Data Importer is able to satisfy its legal obligations under these Clauses (the Data
Exporter shall have the burden to prove that it took reasonable efforts).
These Clauses shall be governed by the law of the country in which the Data Exporter is
established, with the exception of the laws and regulations relating to Processing of the Personal
Data by the Data Importer under clause 3(h), which shall apply only if so selected by the Data
Importer under that clause.
(a) In the event of a dispute or claim brought by a Data Subject or the Authority
concerning the Processing of the Personal Data against either or both of the Parties, the
Parties will inform each other about any such disputes or claims, and will cooperate
with a view to settling them amicably in a timely fashion.
(b) The Parties agree to respond to any generally available non-binding mediation procedure
initiated by a Data Subject or by the Authority. If they do participate in the
proceedings, the Parties may elect to do so remotely (such as by telephone or
other electronic means). The Parties also agree to consider participating in any other
arbitration, mediation or other dispute resolution proceedings developed for data
protection disputes.
(c) Each Party shall abide by a decision of a competent court of the Data Exporter’s country
of establishment or of the Authority which is final and against which no further appeal
is possible.
7. Termination
(a) In the event that the Data Importer is in breach of its obligations under these Clauses,
then the Data Exporter may temporarily suspend the transfer of Personal Data to the
Data Importer until the breach is repaired or the contract is terminated.
(i) the transfer of Personal Data to the Data Importer has been temporarily
suspended by the Data Exporter for longer than one month pursuant to paragraph
(a);
(ii) compliance by the Data Importer with these Clauses would put it in breach of its
legal or regulatory obligations in the country of import;
(iv) a final decision against which no further appeal is possible of a competent court of
the Data Exporter’s country of establishment or of the Authority rules that there
has been a breach of the Clauses by the Data Importer or the Data Exporter; or
(v) a petition is presented for the administration or winding up of the Data Importer,
whether in its personal or business capacity, which petition is not dismissed within
the applicable period for such dismissal under applicable law; a winding up order
is made; a receiver is appointed over any of its assets; a trustee in bankruptcy is
appointed, if the Data Importer is an individual; a company voluntary arrangement is
commenced by it; or any equivalent event in any jurisdiction occurs
then the Data Exporter, without prejudice to any other rights which it may have
against the Data Importer, shall be entitled to terminate these Clauses, in which case
the Authority shall be informed where required. In cases covered by (i), (ii), or (iv)
above the Data Importer may also terminate these Clauses.
(c) Either Party may terminate these Clauses if (i) any Commission positive adequacy
decision under Article 25(6) of Directive 95/46/EC (or any superseding text) is issued in
relation to the country (or a sector thereof) to which the data is transferred and
Processed by the Data Importer, or (ii) Directive 95/46/EC (or any superseding text)
becomes directly applicable in such country.
(d) The Parties agree that the termination of these Clauses at any time, in any
circumstances and for whatever reason (except for termination under clause 7(c)) does
not exempt them from the obligations and/or conditions under the Clauses as regards
the Processing of the Personal Data transferred.
The Parties may not modify these Clauses except to update any information in Schedule B,
in which case they will inform the Authority where required. This does not preclude the
Parties from adding additional commercial Clauses where required.
The details of the transfer and of the Personal Data are specified in Schedule B. The Parties
agree that Schedule B may contain confidential business information which they will not disclose
to third Parties, except as required by law or in response to a competent regulatory or
government agency, or as required under clause 2(e). The Parties may execute additional
schedules to cover additional transfers, which will be submitted to the Authority where
required. Schedule B may, in the alternative, be drafted to cover multiple transfers.
Schedule A to Annex B
Data Processing Principles
1. Purpose Limitation. Personal Data may be Processed and subsequently used or further
communicated only for purposes described in Schedule B or subsequently authorized by the
Data Subject.
2. Data Quality and Proportionality. Personal Data must be accurate and, where
necessary, kept up to date. The Personal Data must be adequate, relevant and not excessive
in relation to the purposes for which they are transferred and further Processed.
3. Transparency. Data Subjects must be provided with information necessary to ensure fair
Processing (such as information about the purposes of Processing and about the transfer),
unless such information has already been given by the data exporter.
6. Sensitive Data. The Data Importer shall take such additional measures (e.g. relating to
security) as are necessary to protect such Sensitive Data in accordance with its obligations
under clause 3.
7. Data Used for Marketing Purposes. Where data are Processed for the purposes of
direct marketing, effective procedures should exist allowing the Data Subject at any time to
“opt-out” from having his data used for such purposes.
8. Automated Decisions. For purposes hereof “automated decision” shall mean a decision
by the data exporter or the Data Importer which produces legal effects concerning a Data
Subject or significantly affects a Data Subject and which is based solely on automated
Processing of Personal Data intended to evaluate certain personal aspects relating to him,
such as his performance at work, creditworthiness, reliability, conduct, etc. The Data
Importer shall not make any automated decisions concerning Data Subjects, except when:
(a) (1) such decisions are made by the Data Importer in entering into or performing a
contract with the Data Subject, and
(2) the Data Subject is given an opportunity to discuss the results of a relevant
automated decision with a representative of the Parties making such decision or
otherwise to make representations to that Parties.
1. Data Subjects. The Personal Data transferred concern the following categories of Data
Subjects:
Program participants
3. Categories of data. The Personal Data transferred concern the following categories of
data:
1 CATEGORY 2 DESCRIPTION
Personal Contact Name
Personal Age, Gender, Marital Status
Organization, Job Title, Area of Expertise, Business Address,
Professional
Business Telephone Number
Personal History Personal story or background
Images and Recordings Photograph,Video Recordings, Audio Recordings
Location Physical Location
4. Recipients. The Personal Data transferred may be disclosed only to the following
recipients or categories of recipients:
5. Sensitive Data (if appropriate). The Personal Data transferred concern the following
categories of Sensitive Data:
Ashoka
Haus der Philanthropie,
Schottenring 16, 3. OG,
1010 Vienna,
Austria
Collaboration Agreement 28
Annex C
STATEMENT OF WORK
Background
Violence against children and adolescents affects societies worldwide. According to global
estimates from the World Health Organization, 1 in 2 children are victims of some type of
violence.
Regarding sexual abuse, 20% of children will experience an attack before the age of 18; 80% of
violence occurs within the family. Therefore, the home can be the place of greatest
protection, but also of greatest risk for children.
Some forms of violence and abuse are associated with inappropriate forms of parenting that
continue to be socially accepted. Other forms of violence are naturalized and/or made invisible
by families and communities. According to UNICEF, 7 out of 10 girl victims of sexual abuse
stated that they did not ask for help because they did not know they could.
In Latin America, the access of children and adolescents to public protection policies is
largely mediated by adult guardians. Therefore, adults must know how to identify the warning
signs and the symptoms that occur with each type of violence, be able to provide
attentive and empathetic listening to the child victim, and secure the means to guarantee
their protection and the cessation of violence.
On the other hand, children and adolescents must also know how to detect that these forms
of violence are not acceptable (regardless of who carries them out) and they must know how
to ask for help. However, there are no mass outreach materials that provide this information
in a clear and straightforward way for neither children and/or youth nor their adult protectors.
Finally, violence is not talked about in the same magnitude in which it happens. Breaking the
silence, taboo, and fear of stigma is the first step. The second is to be able to raise
awareness among citizens so that they become agents of change; they must learn that
violence is preventable and that, to the extent that it is no longer socially accepted,
minimized or invisible, it is possible to stop its intergenerational reproduction.
Objectives
The main objective of the campaign is to empower adults to become agents of social
change. Identifying and acting in the face of violence helps to denaturalize it and stop its
intergenerational reproduction.
To achieve this objective, we must produce a series of audiovisual materials that disseminate key
messages to target audiences, as well as develop a set of materials that provide clear and simple
information on how to detect and act against violence.
We consider that building an alliance between the various social entrepreneurs that allows us to
collaboratively approach global issues is an objective in itself, contributing towards systems
change. To achieve the objectives proposed, we formed a Latin American alliance of social
entrepreneurs conformed by Julia Borbolla of Antenas por los Ninos (collaborator), Olga
Bocarejo of Bancalimentos (collaborator) and Paula Wachter of Red por la Infancia (project
director).
All members have a long and established track record in childhood issues. Julia Borbolla has
experience in caring for child victims and families in Mexico. Olga Bocarejo is a reference in
food security and financial inclusion. Paula Wachter has extensive experience in developing
materials and campaigns to raise awareness about and address violence.
An agency will be subcontracted to design and develop the campaign audiovisual elements.
Workplan
Materials to be developed
● 3 microvideos with links to material for adult guardians: With the help of
Olga Bocarejo and Paula Wachter, we will prepare a series of outreach materials
aimed at adults, community leaders, neighbors and parents that seek to explain, in
simple and accessible language, what is violence against children, its impact on their
development, how to detect symptoms and warning signs, and what to do when they
identify cases or children ask for help. Fellow Olga Bocarejo will prepare a chapter on
food-based violence.
This comprehensive campaign, by raising awareness among both children and adults, will help to
break the intergenerational reproduction of violence and begin to foster attitudes of respect
and care.
1. Creation and adaptation of materials for boys and girls (July / August):
b. Meeting with a creative agency to present the material and key ideas (Julia
Borbolla, Paula Wachter and Agency)
c. Adjustment of creative materials (Julia Borbolla, Paula Wachter and Agencia)
d. Design and translation into Spanish of the materials made by Julia Borbolla (Paula
Wachter, Graphic Designer and Agency)
b. Meeting with a creative agency to present the material and key ideas (Olga
Bocarejo, Paula Wachter and Agency)
a. Preparation of a content, broadcasting, and press strategy for the “United against
violence” campaign (Paula Wachter and Agency)
KPIs
Output
s
1 October 2021:
1. Written outreach materials for girls and boys on how to detect and act against
different types of violence prepared.
2. Outreach materials for adults on how to detect and act against different types of
violence produced.
15 November 2021:
8. Campaign launched.
Outcomes
4,000 relevant adults, social entrepreneurs and children and adolescents gain awareness and
have information to access resources and services to address violence against children and
adolescents.This KPI will be measured by the sum of:
b. Facebook (Total number of "likes", New "likes" (daily, weekly, monthly), Type of "like"
(paid, organic) on page, Channels of "like" (referral, on page...), CTR links / publications,
Total number of likes, comments, shares, in publications)
c. Twitter: (Total number of followers, New followers (daily, weekly, monthly), Followers
/ followed ratio, CTR of links, Mentions, Favorites, RTs / Number of Tweets).
Collaboration Agreement 34
Annex D: Reporting Template
Name of venture:
Date:
Please provide here a brief discussion of your qualitative KPIs (if relevant).
Activities
Please update the agreed-upon activity timeline, detailing activities undertaken and highlighting
any deviations from the original plan.
Month Planned activity Actual activity
Budgeting