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COOPERATION AGREEMENT

This Cooperation Agreement made and entered into by and between:

NITTRAD

-and-

Deutsche Gesellschaft für Internationale Zusammenarbeit (GIZ Gmb!, an internationalcooperation enterprise for sustainable development existing under the laws of Germany withoperations in Bangladesh as well as worldwide, with address at oad !", #ouse $"%A, Gulshan&, 'ha(a $&$&, Bangladesh, and represented herein by )rogram Coordinator, *agnus +chmid

"n#er this Coo$eration A%reement& both& NITTRAD an# GIZ& hereafter referre# to as$artner or $arties& hereto a%ree as follo's

)*+ Name an# Ob,ecti-es of the Pro,ect initiati-e

The proect is named: Trainin% $ro%ramme for stren%thenin% .ualification an#com$etence of /aste /ater Treatment Mana%ers an# O$erators

The specific results of the proect are:

• 'evelopment and adaptation of modular training programmes for the .ualification of

certified /T) managers in Bangladesh, including development and adaptation coursesyllabi, training and session plans, course materials, examination rules, based on theGerman '0A model and approach, all training materials translated into Bangla

• +trengthening of selected effluent treatment plants as training sites for practical training

components 1eg on-site demonstrations, exercises, internships2

•

3amiliari4ation of trainers and local training counterparts with content and mode ofimplementation training programmes

• egistration and accreditation of the training programmes with either German and%or

Bangladesh authorities

• 5mplementation of two training cycles for /T) managers

• /valuation of the training programmes and materials after the initial training cycles

• 'ocumentation of the training impact on treatment performance and treatment cost

• 5ntegration and launching of the training programmes by NITTRAD

 The obectives are based on the common interest of all parties involved and are addressedin a balanced manner Thereby, the proect achieves a win-win situation that leaves allparties involved in a better position

0*+ DurationThis Cooperation Agreement shall be valid for a period of   one an# a half 1ears

commencing on the date hereof 3ebruary $st, &"$& until 6"st 7une, &"$6 This period can beextended by mutual consent of both parties in writing before the expiration of the period

2*+ Pro,ect Im$actsThe proect primarily aims at improving the competence levels of /T) managers inmanaging, operating and maintaining effluent treatment plants as well as at increasing thepool of .ualified /T) managers available in Bangladesh This in turn contributes to morecost-effective treatment performance in line with environmental standards and international

customer expectations, eg

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• Characteristics of waste water discharged from to the environment from

washing%dyeing%finishing and other industrial processes are in compliance with theenvironmental laws of Bangladesh

• Treatment performance and costs are improved against baseline after engagement of 

.ualified /T) personnel

3*+ Roles an# Res$onsibilitiesBoth parties shall conduct the management of the proect ointly The specific roles andresponsibilities of each party are:

G58 will

• ta(e the lead in the steering the proect,

• establish a oint wor(ing group comprising of 6 educational institutes,

• coordinate and monitor progress and implementation, ie enter into agreement with the

international training partner '0A, facilitate the cooperation between the members of the wor(ing group,

• support the selection of /T) training sites,

• liaise with government counterparts such as '9/ and industry associations

5TTA' will

• actively participate with a team of & faculty members in the wor(ing group and contribute

to the development and adaptation of course syllabi, training and session plans, coursematerials and examination rules

• assist in the translation and peer-review of training syllabi, lesson plans, materials and

examination rules

• establish agreements with selected effluent treatment plants for on-site training

components

• select and establish a pool of .ualified trainers%faculties to teach the course along the

established syllabi, lesson plans and mode of deliveries as well as

• contribute to familiari4ing the trainers%faculties with the content of the course by

deploying trainers%faculties to ToTs if deemed necessary

• conduct pilot courses for /T) managers, in close cooperation with '0A and G58 )+/+

• integrate and offer the training programme1s2 as part its own course portfolio

4*+ Pro,ect 5un#in%;$ /ach of the partners agrees to bear their own expenses, costs, ris(s, and any liabilities

incurred in connection with the proect for activities not set out within the current budgetand proect description, including but not limited to travel, communications, meetings,planning and preparation in the course of carrying out the proect

;& G58 will contribute approx /uro

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7*+ Transmission of 8no'le#%e& Ri%hts of "se& Confi#entialit1>$ The parties hereto are entitled use for their own purposes their (nowledge, results and

reports ac.uired in the course of the proect The NITTRAD is permitted and encouragedto use the training programmes in due course

>& The parties hereto shall not issue any publications relating to the proect without the prior consent of the other party A brief description of the proect and the scope of activities1including the names of the participants and the contents of the proect2 for the publicrelations wor( of one of the parties shall not re.uire consent of the other party #owever,any brief descriptions that refer to actual status of maor proect milestones re.uireconsent of all parties signatory to the proect /ach party hereto agrees to ensure that itssubcontractors and proect beneficiaries observe this rule also

The names of the other parties hereto shall be mentioned in all publications relating to the oint proect

>6 The parties hereto agree to treat all business and operating secrets of the other party 1in as

far as they gain (nowledge of these within the scope of the implementation of the ointproect2 in confidence /ach party hereto agrees to impose this secrecy obligation on allindividuals or firms who assist in the implementation of the oint proect

 >? 5nformation provided by the factories in the course of this proect shall be confidential andshall not be shared with the other factories unless with express approval, verbally or inwriting, from the factory providing the information

>; The obligations in accordance with this +ection shall remain in force even after terminationof this Cooperation Agreement

9*+ Termination

  The parties hereto shall give $; months notice to terminate the Cooperation Agreementfor an important reason at any time An important reason shall be deemed to exist inparticular if:

 • 9ne of the parties hereto does not furnish its contributions, or does not furnish its

contributions correctly or in due time, and does not eliminate this situation within aperiod to be stipulated by the other party hereto, which shall, however, be not lessthan 6" days

• 9ne of the parties cannot perform any of its obligations under this Agreement due to

any cause constituting @force maeure

•

The obective of this proect cannot be achieved due to a change in the conditions or circumstances prevailing at the commencement of the proect

9.0  Re$resentation

The cooperation between the parties shall affect only the internal relationship formed bythis Cooperation Agreement 5n relations with third parties, each party hereto shall actsolely on own name and for itself alone either party hereto is entitled to represent theother unless expressly authori4ed to do so

)+*+ 5orce Ma,eureotwithstanding any other provision set forth in this Cooperation Agreement, both partiesshall not be liable for any failure or delay in the )roect Activity%Timeline due to any cause

beyond the reasonable control of both parties including, but not limited to, any act of war or civil insurrection, state of war or belligerency or danger incident thereto, nationalemergencies, fire, explosion, vandalism, storm, earth.ua(e, flood, embargo, riot,

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sabotage, industry-wide stri(es, loc(outs, wor( stoppages or other labour difficulties notoccurring within the control of the 'irect Beneficiaries, unavailability of materials, rights of way or government acts= provided however that both parties shall use reasonable effortsto promptly correct such failure or delay in performance to the extent consistent withapplicable law and regulatory re.uirements appropriate to the existing circumstances

))*+ Partial In-ali#it1  The contestability of one or several provisions of this Agreement shall not affect the validityof the rest of this Agreement 5f re.uired, the other terms of this Agreement are to beinterpreted and construed in such a way that the purpose of the contestable provision isattained in legally permissible manner and the same shall apply if there is a gap in theterms and conditions of this Cooperation Agreement

)0*+ Go-ernin% :a' ;