ADRA Mozambique

Standard Terms and Conditions

EC-Main Agreement.
 Unless otherwise stipulated by the contracting authority ownership of, and title and intellectual and
industrial property rights to, the project´s results, reports and other documents relating to it shall be
vested in the Partner Office.
 Notwithstanding the provision of Article 11.1, the Partner grants the coordinator and contracting
authority the right to use freely and as it sees fit, and, to store, modify, translate, display, reproduce by
any technical procedure, publish or communicate by any medium all documents deriving from the
project, whatever their form, provided it does not thereby breach existing industrial and intellectual
property rights.
 The Partner shall ensure that it has all rights to use any pre-existing intellectual property rights
necessary to implement this contract. In case natural, recognizable persons are depicted in a
photograph or film, the Partner shall in the respective report to the coordinator, submit a statement of
these person giving their permissions for the described use of their images. The above does not refer
to photograph taken, or films shot in public places where random members of the public are
identifiable only hypothetically and to public persons acting in their public activities.

 . Information, documents, materials, and/or data created, produced, and developed (or otherwise
owned) by ADRA Mozambique (“ADRA Mozambique Property”) that ADRA Mozambique provided
to Partner shall remain the sole and exclusive property of ADRA MOZAMBIQUE. ADRA Mozambique
grants to Partner a limited, non-exclusive, non-transferable, fully-paid license during the term of
this Agreement to use ADRA Mozambique Property solely for the purpose of, and only to the extent
necessary for Partner to provide the services in accordance with this Agreement. Partner may not
use ADRA Mozambique Property for any other purpose. Unless otherwise agreed to by ADRA
Mozambique in writing,
EC - Main Agreement.
 Partner agrees to promptly return to ADRA Mozambique and not retain any ADRA Mozambique
Property in Partner’s possession upon the termination of this Agreement.
The equipment, vehicles and supplies paid from the Budget of the Project must be transferred to any
local partners of the Partner Office and/or the final recipients of the Project, at the latest when
submitting the final report. If there are no final beneficiaries of the project to whom the equipment,
vehicles and supplies can be transferred, the Partner may transfer these items to:
Local authorities
Local beneficiaries
Local affiliated entities
Another project funded by the European Union
Or, exceptionally, retain ownership of these items.
 In such cases the Partner shall submit a justified written request for authorisation to the coordinator,
with an inventory listing the items concerned and a proposal concerning their use, in due time and at
the latest with the submissions of the final report.

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 Copies of the proofs of transfers of equipment and vehicle, the purchase cost of which was more than
5,000 Euros per item, must be attached to final report. Such proofs must be kept for control in all other
cases.

1) Confidential Information. Neither Party shall disclose Confidential Information (as defined below) of
the other Party to any third party or make use of such Confidential Information for its own purposes
and/or for any purpose unrelated to this Project without the disclosing Party’s prior written consent.
Confidential Information shall include information specifically designated confidential by the owner
or that the receiving party knows or reasonably should know is not generally known to the public.
The obligations of confidentiality shall not apply to any information which: a) at the time of disclosure is
in the public domain; b) is already known and in the possession of the receiving party, as shown by
written records; c) is rightfully received by the receiving Party from a third party without the restriction
of use; d) is independently developed by the receiving Party without use of or reliance on the disclosed
information, or e) is required to be disclosed to a governmental agency or court of law by order or
decree, provided the disclosing Party has been provided notice and a reasonable opportunity to
defend against such disclosure.

2) Warranties.

i. Work Standards. Partner represents warrants, and covenants that Partner, as well as any of
Partner’s subcontractors, subgrantees, agents, or employees performing the services, is
qualified and willing to perform the services described herein in accordance with the highest
standards of the Partner’s profession or craft and to the reasonable satisfaction of ADRA
Mozambique.
ii. Services/Deliverables. Partner represents warrants, and covenants that the services and any
deliverable(s) shall operate in accordance with the terms of this Agreement, any relevant Scope
of Work, and all specifications and other documentation provided by Partner to ADRA
Mozambique. Further, Partner represents, warrants, and, covenants that the services and any
deliverable(s) will conform to the specifications therefor and ADRA Mozambique’s requirements
and Partner shall promptly correct and repair, at no additional cost to ADRA Mozambique, any
defect, malfunction or nonconformity that prevents such services and/or deliverables from
conforming and performing as warranted.
iii. Non-Infringement. Partner represents warrants, and covenants that neither the work described
herein nor any deliverable provided to ADRA Mozambique shall infringe upon or violate the
rights, including without limitation the intellectual property rights, of any third party. Partner
acknowledges ADRA Mozambique shall not be responsible for payment for work found to be
infringing upon or violating such rights.
iv. Conflict of Interest. Partner acknowledges and agrees that nothing herein shall prevent Partner
from concurrently working for others unless limited by the Subgrant Agreement. Partner
represents, warrants, and covenants, however, he/she/it has no other agreements,
relationships, or commitments to any other person or entity that conflict with Partner’s
obligations to ADRA Mozambique under this Agreement. Partner further agrees that he/she/it is

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 obligated to immediately inform ADRA Mozambique of any agreements Partner may later enter
into that may conflict with Partner’s obligations under the Agreement.

3) Accounting Books and Records. Partner shall keep complete and accurate books of account and records
relating to this Agreement and provide a basis for the invoice statements to ADRA Mozambique. During
the term of this Agreement (including renewals and extensions, if any), and for seven (7) years
thereafter, ADRA Mozambique or its agents, with reasonable prior notice and during normal working
hours, shall have full and free access to inspect, audit and make extracts from such books and records.

4) Use of Name, Trademark, or Logo. Neither Party shall use the name, trademark, or logo of the other
in any form of publicity relating to the work under this Agreement without the other Party’s written
consent.

5) Compliance with Laws. This Agreement is contingent on each Party complying with all laws,
regulations, and orders, including without limitation, obtaining valid and current registration(s) and
approval(s) from all applicable government authorities required for its performance under this
Agreement.

6) Conduct. Partner shall comply with industry best practices to avoid exploitation of child labor;
comply with all applicable anti-slavery and human trafficking laws and/or regulations; and shall not
discriminate on the basis of race, ethnicity, religion, national origin, gender, age, sexual orientation,
marital status, citizenship status, disability, or military status. While on ADRA Mozambique premises,
Partner shall comply with:
(a) the office and security policies and directives of ADRA Mozambique;
(b) ADRA Mozambique's policy prohibiting harassment and discrimination; and
(c) such other policies as ADRA Mozambique may make known to Partner.

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