Institutional and Sector Modernisation Facility

ICT Standards

Project Funded by the European Union

ICT Contract Document Document number: ISMF-ICT/3.15 Version: 1.00

1 Document control

1.1 List of Abbreviations Abbreviation Description ICT Information and Telecommunication Technology ISMF Institutional and Sector Modernisation Facility MoCT Ministry of Communications and Technology

1.2 Purpose of this Document The purpose of this document is to provide a standard template for ICT tendering in the Syrian Public Sector.

2 Overview

2.1 Introduction In accordance with EC practices, the contract document consists of: � A main part, in which the basic terms of the agreement are stated � A number of Annexes mainly derived from:

� The tender document (General Terms, Terms of Reference); � The contractor’s offer; � Other relevant documents;

The document in Annex follows the above structure.

2.2 Conventions In the annex document, words in normal character font specify the text that should be included “as is” in the contract, while text in italics and guidelines provide instructions of how to fill the relevant document parts.

3 Appendixes

3.1 Appendix A – Main Contract Body

AGREEMENT FOR (title of the Agreement)

This Agreement is entered into this ……………… day of ………….. BY and BETWEEN ……………………………………………… (hereinafter, the Contracting Authority) AND ……………………………………………….. (hereinafter, the Contractor)

WHEREAS, the Contracting Authority invited offers in connection with (title of the tender). WHEREAS, the Contractor submitted its offer, in connection with the above tender. WHEREAS, the Contracting Authority, following thorough evaluation of the offers submitted, awarded the tender to the Contractor.

NOW THEREFORE, the parties mutually conclude and agree upon the following:

BY VIRTUE of this Agreement, the Contracting Authority assigns to the Contractor and the Contractor undertakes to implement the Project, in accordance with the particular terms and conditions set out in this Agreement, the Tender, the Contractor’s Offer and the Contracting Authority’s decision to award the tender to the Contractor. The Contractor expressly states that it is fully aware of the conditions and variables of the project and that it has taken such conditions and variables into consideration, when submitting its offer and signing this Agreement. TABLE OF CONTENTS

Chapter 1 – GENERAL TERMS OF THE AGREEMENT 3 Article 1 - DEFINITIONS 3 Article 2 - LANGUAGE OF THE AGREEMENT and COMMUNICATION 3 Article 3 - SUBJECT-MATTER OF THE AGREEMENT 4 Chapter 2 - TERM AND TIME-FRAME OF THE AGREEMENT 4

Article 4 - TERM OF THE AGREEMENT 4 Article 5 - TIME-FRAME OF THE AGREEMENT / PROJECT PHASES 4 Article 6 - VARIATIONS / AMENDMENT tO THE AGREEMENT 4 Article 7 - EXTENSIONS 4 Chapter 3 - PERFORMANCE OF THE AGREEMENT 5 Article 8 - DELAYS 5 Article 9 – PENALTIES FOR DELAY 5 Chapter 4 - ACCEPTANCE OF DELIVERABLES 5 Article 10 - DELIVERY COMMITTEE 5 Article 11 - DELIVERY PROCEDURE 5 Article 12 – EXECUTION OF THE AGREEMENT 5 Chapter 5 - PAYMENT 5 Article 13 – CONTRACT PRICE 5 Article 14 – METHOD OF PAYMENT 6 Chapter 6 - WARRANTIES 6 Article 15 – GOOD PERFORMANCE GUARANTEE 6 Article 16 – GOOD FUNCTION GUARANTEE (if applicable) 6 Article 17 – PRE-FINANCING GUARANTEE (if applicable) 6 Article 18 – WARRANTY PERIOD (if applicable) 6 Chapter 7 - BREACH OF CONTRACT / INDEMNIFICATION 7 Article 19 – BREACH OF CONTRACT 7 Article 20 – INDEMNIFICATION 7

Chapter 8 - SUSPENSION / TERMINATION OF THE AGREEMENT 7 Article 21 - SUSPENSION OF THE AGREEMENT 7 Article 22 - TERMINATION OF THE AGREEMENT 7 Article 23 - FORCE MAJEURE 8 Chapter 9 - MISCELLANEOUS PROVISIONS 8 Article 24 – COMMUNICATION TERMS AND CONTACT INFORMATION 8 Article 25 - CONFIDENTIALITY 8 Article 26 - INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS 8 Article 27 - WAIVER 8 Chapter 10 - LAW AND JURISDICTION 9 Article 28 - APPLICABLE LAW 9 Article 29 - JURISDICTION / ARBITRATION 9 Chapter 11 - DOCUMENTS ACCOMPANYING THE AGREEMENT 9 Article 30 - ANNEXES 9

Chapter 1 – GENERAL TERMS OF THE AGREEMENT

Article 1 - DEFINITIONS Administrative Authority: It should be indicated by the Contracting Authority. Administrative order: any written or oral instruction or order issued by the Administrative Authority, the Project Sponsor or the Project Manager, within the framework of their competence, to the Contractor regarding the performance of the services, without prejudice to the particular provisions of Law No. 51/2004 regarding the competence of the disbursing officer, as the term is defined in article 1.A.2 of the said law. Agreement or Contract: this signed agreement entered into by the parties for the implementation of the project, including all attachments thereto and all documents incorporated therein, including these General Conditions. Beneficiary organization: the organization or public service that benefits from the implementation of the contract. Contract price: The amount payable to the Contractor by the Contracting Authority in consideration of the execution of the Contract. Day: calendar day. Delivery Committee: the Committee set up by the Contracting Authority with the task to verify the proper delivery of the services or products by the Contractor, in accordance with the contract. Currency: The Contracting Authority should indicate the currency in which payments shall be made, in accordance with the Specific Terms and Conditions. Liquidated damages: the compensation stated in the contract as being payable by one contracting party to the other for failure to perform the contract or part thereof. Month: calendar month. Project: The title of the tender Project Manager: It should be indicated by the Contracting Authority.Project Sponsor: It should be indicated by the Contracting Authority Services and products: activities to be performed by the Contractor under the Agreement, as defined in the Tender Documents and the Contractor’s offer. Tender Documents: The General Terms book, the Specific Terms and Conditions book and the Terms of Reference for the tender leading to the Agreement, together with any and all annexes and/or appendices thereto Time limits: those periods in the contract which shall begin to run from the day following the act or event which serves as the starting point for those periods. Should the last day of the period fall upon a non-working day, the period shall expire at the end of the first working day following the last day of the period. Article 2 - LANGUAGE OF THE AGREEMENT and COMMUNICATION The clause should indicate the language(s) in which the Agreement is signed and in which the written communication between the parties shall take place. Guideline 2 If more than one language is used, then the following clause should be added: “The Arabic version prevails in the event of inconsistencies between the different language versions of the Agreement or Administrative orders.”

Article 3 - SUBJECT-MATTER OF THE AGREEMENT Provide a short description of the project. Guideline 3 An overview of the Project should be indicated and the following clause added: “The Project is fully described in the Tender Documents, all of which constitute an integral part of this Agreement.”

Chapter 2 - TERM AND TIME-FRAME OF THE AGREEMENT

Article 4 - TERM OF THE AGREEMENT The term of the agreement should be stated Guideline 4 One of the following clauses may be used: “The duration of the Agreement is …… months, as from the date of signature of the Agreement” “The Agreement is entered into force as from the day of signature and will be concluded on …”

Article 5 - TIME-FRAME OF THE AGREEMENT / PROJECT PHASES Detailed description of the various phases of the project implementation and deadline for deliverables Article 6 - VARIATIONS / AMENDMENT TO THE AGREEMENT Guideline 6 If the relevant provisions of General Terms are applicable in this contract, the following clause should be used: “Amendments and variations to the agreement follow the provisions of Article 20 of General Terms”.

Otherwise, specify the amendment / variations procedure described in the Specific Terms Book.

Article 7 - EXTENSIONS If, after the date of the Agreement, the Contractor delays or is impeded in performance of its contractual obligations by any act or omission of the Contracting Authority or any circumstances beyond the reasonable control of the Contractor, and provided that the

Contractor has without delay notified the Administrative Authority in writing of such delay or impediment, the Administrative Authority shall grant to the Contractor from time to time in writing such extension of time as may be reasonable and the Term of the Agreement shall be extended accordingly. Chapter 3 - PERFORMANCE OF THE AGREEMENT

Article 8 - DELAYS If the Contractor does not perform the services / provide the products within the term specified above, the Contracting Authority shall, following formal notice to the Contractor by the Administrative Authority and without prejudice to its other remedies under the Agreement, be entitled to liquidated damages for every day, or part thereof, which shall elapse between the end of the period of execution specified in the Agreement and the actual end of the period of execution. For the purpose of establishing whether such delays are to be attributed to the Contractor, the procedure enshrined in article 53 of Law No. 51/2004 shall apply. Article 9 – PENALTIES FOR DELAY The daily rate of financial penalty must be specified, in accordance with the method laid out in the General Terms. Chapter 4 - ACCEPTANCE OF DELIVERABLES

Article 10 - DELIVERY COMMITTEE For the purpose of approving the Agreement’s deliverables and certifying that they comply with the terms thereof, the Contracting Authority shall set up a Delivery Committee, within 10 days as from the date of the Agreement. Article 11 - DELIVERY PROCEDURE The procedure of deliverables approval should be indicated. Article 12 – EXECUTION OF THE AGREEMENT The Agreement shall be considered as concluded when the deliverables have been finally delivered, the payment is made and any further contractual obligations of the parties are fulfilled and the relevant warranties are released, in accordance with the Agreement. Chapter 5 - PAYMENT

Article 13 – CONTRACT PRICE The price payable to the Contractor for the execution of the Contract shall be in total (indicate amount) or such other sum as may become payable under the provisions of the Contract at the times and in the manner prescribed by the Contract.

The above sum is considered to be inclusive of all expenses, profit, taxes, duties, levies and impositions, under the laws and regulations of the Arab Republic of Syria. Article 14 – METHOD OF PAYMENT The method of payment shall be specified, in accordance with the Specific Terms and Conditions Payment of the Contractor’s invoice shall be made by transfer to the following bank account designated by the Contractor: (bank account details) Chapter 6 - WARRANTIES

Article 15 – GOOD PERFORMANCE GUARANTEE As a requirement of this Agreement, the Contractor affirms that it has furnished the Contracting Authority with an irrevocable and unconditional Good Performance guarantee, in the form of a bank guarantee, in accordance with the Specific Terms and Conditions. The Performance Guarantee shall be released by the Contracting Authority upon conclusion of the Agreement, in accordance with the terms therein. The proceeds of the Good Performance guarantee shall be payable to the Contracting Authority as compensation for any loss or damage resulting from the Contractor's failure to meet its obligations under the Agreement. Article 16 – GOOD FUNCTION GUARANTEE (if applicable) The Contractor shall furnish the Contracting Authority, with a good function guarantee, in accordance with the Tender Documents and within the time-limit prescribed therein. Article 17 – PRE-FINANCING GUARANTEE (if applicable) It should be stated that prior to the financing payment, the Contractor shall furnish the Contracting Authority with a bank guarantee of indefinite validity for an amount equivalent to that of the pre-financing payment. Article 18 – WARRANTY PERIOD (if applicable) The time period for which the Contractor assumes responsibility for rectifying any defects of equipment supplied or software developed for the Contracting Authority should be indicated. Guideline 18 A typical clause would be as follows: “The Contractor shall be responsible for making good with all possible speed at its own expense any defect in or damage to any portion of the products supplied and/or software developed, under the Agreement for a period of ……….. calendar months commencing from the date of delivery (hereinafter referred to as 'the Warranty Period'), and which results in a failure of the products or

software to fulfill the functions or meet the level of performance detailed in the Agreement or arises from either (i) defective materials, including System Software, workmanship or design (other than a design furnished or specified by the Contracting Authority and for which the Contractor has disclaimed responsibility within a reasonable time, after the receipt of the Contracting Authority’s instructions) or (ii) any act or omission of the Contractor done or omitted during the Warranty Period. If any such damage or defect be not remedied within a reasonable time, the Contracting Authority may proceed to do the work at the Contractor's risk and expense but without prejudice to any other rights which the Contracting Authority may have against the Contractor in respect of the failure of the Contractor to remedy such defect or damage. Where a defect involves a fault inherent in the design of the products supplied and/or software developed the Contractor shall at his own expense promptly carry out such re-design as may be necessary to prevent a recurrence of the defect and upon completion of such re-design shall rectify the fault in the products supplied and/or software developed Any such re-design shall be accomplished in such a manner as to ensure that the performance and operation of the products supplied and/or software developed is not down-graded by virtue of such re-design. The Warranty Period shall thereupon be renewed in respect of the products supplied and/or software developed or any portion thereof subject to such re-design and rectification. If the replacements or renewals are such that they may affect the performance of the products supplied and/or software developed or any portion thereof, the Contracting Authority may within 1calendar month of such replacement or renewal give to the Contractor notice in writing requiring that tests be carried out to ensure the appropriate performance of the products supplied and/or software developed. The provisions of this article shall not apply to any defects which arise or develop as a result of alterations made to the products and/or software by the Contracting Authority.”

Chapter 7 - BREACH OF CONTRACT / INDEMNIFICATION

Article 19 – BREACH OF CONTRACT The relevant article of the General Terms should be re-stated Article 20 – INDEMNIFICATION The relevant article of the General Terms should be re-stated Chapter 8 - SUSPENSION / TERMINATION OF THE AGREEMENT

Article 21 - SUSPENSION OF THE AGREEMENT The relevant article of the General Terms should be re-stated

Article 22 - TERMINATION OF THE AGREEMENT The relevant articles of the General Terms should be re-stated

Article 23 - FORCE MAJEURE The relevant article of the General Terms should be re-stated Chapter 9 - MISCELLANEOUS PROVISIONS

Article 24 – COMMUNICATION TERMS AND CONTACT INFORMATION The parties should indicate their contact details (postal address, telephone numbers, fax numbers, e-mail addresses etc., for the purposes of communication. Guideline 24 A typical clause would be: “Any notice or request required or permitted to be given or made by one party to the other

pursuant to this Agreement shall be in writing. Such notice or request shall be deemed to be duly given or made when it shall have been delivered by hand, mail or telefax to the party to which it is required to be given or made, at such party's address specified below or at such other address as the party shall have specified in writing to the party giving such notice, or making such request.”

Article 25 - CONFIDENTIALITY The Contractor and the Contracting Authority shall treat all documents and information received in connection with the contract as private and confidential, and shall not, save in so far as may be necessary for the purposes of the performance thereof, publish or disclose any particulars of the Contract without the prior written consent of the other party. If any disagreement arises as to the necessity for any publication or disclosure for the purpose of the contract, the decision of the Contracting Authority shall be final. The above obligations of the parties shall remain in force after the execution or termination of the Agreement, for a minimum period of 5 years, unless otherwise prescribed by applicable law. Article 26 - INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS A clause regarding the ownership of intellectual and industrial property rights over works created within the framework of the Agreement should be included. Unless otherwise agreed, the Contracting Authority can employ the relevant clause in the General Terms Article 27 - WAIVER No delay, neglect or forbearance on the part of either party in enforcing against the other party any of its rights under the Contract shall either be or be deemed to be a waiver of such right or in any way prejudice such right or any right of that party under the Contract.

Chapter 10 - LAW AND JURISDICTION

Article 28 - APPLICABLE LAW The Agreement shall be subject to, construed and interpreted in accordance with the Laws of Syria.

Article 29 - JURISDICTION / ARBITRATION Any and all disputes arising out of, or in connection with, the Agreement shall be subject to the jurisdiction of the Courts of Syria. If the parties agree to resort to arbitration, they will do so in writing, stipulating the terms of such arbitration. Chapter 11 - DOCUMENTS ACCOMPANYING THE AGREEMENT

Article 30 - ANNEXES The whole agreement and understanding between the parties is regulated by the terms set out in this Agreement, which comprises this Agreement and the following documents: ANNEX I General Terms ANNEX II Specific Terms and Conditions and Terms of Reference ANNEX III Contractor’s Offer In case of any contradiction between the above documents, their provisions shall be applied according to the order mentioned above.

IN WITNESS THEREOF, the parties executed this Agreement as of the date aforementioned.

For the Contracting Authority For the Contractor

_________________________ (name) (capacity)

_________________________ (name) (capacity)