TERMS OF REFERENCE

TERMS OF REFERENCE FOR COMMUNICATION CAMPAIGN ON ENDING VIOLENCE AGAIST CHILDREN Background His Excellency, President Buhari launched the Year of Action to End Violence Against Children on 15th September 2016 in response to a nationally representative Survey on Violence Against Children which was carried out by the National Population Commission in 2014, with technical and financial support of UNICEF Nigeria and the US Centers for Disease Control and Prevention. Nigeria was the first country in West Africa to undertake this Survey, demonstrating its leadership in the region to end violence against children and the eighth country in the world to launch the findings. The Survey indicated a high prevalence of sexual, physical and emotional violence against children in Nigeria – 6 in every 10 children will suffer one or more forms of violence – physical, sexual and emotional – before they reach the age of 18 years, over 70% suffering again and again. The Survey also highlighted that very few children speak out about their experiences, and even fewer seek or receive services or justice – less than 5% ever receive the help that they need to recover. Most children suffer in silence. The President called on every Nigerian to play their part to protect children from violence. At the event, National Priority Actions that not only set out the actions to be taken by each Ministry, but also NGOs, religious groups and the media, to more effectively prevent and respond to violence against children were launched. At the launch, President Buhari called upon all States in Nigeria to launch their own campaigns. Lagos became the first State to heed this call on 24th February 2016, followed by Cross River State on the 16th June 2016. Benue State launched its campaign in August 2016, Plateau State launched on the 29th of September 2016 to be followed by Gombe State before the end of the year. With the support of all key Ministries, religious leaders, NGOs and the media through the national Technical Working Group on Violence Against Children, and with support from USAID and UNICEF, the Federal Ministry of Women Affairs and Social Development commemorated the launch of the Year of Action to showcase progress made during the last year. The President reaffirmed Nigeria’s commitment to end VAC on 25th October 2016 by launching the campaign to end violence against children by 2030 to achieve target 16.2 of the Sustainable Development Goals. UNICEF is forging partnerships with religious and traditional leaders and the education and health sectors including adolescents and young people in order to implement the Priority Actions and to support their contribution to change social norms that perpetuate violence against children and the culture of silence in focus states (Gombe, Plateau, Cross River and Lagos). For the partnership to be meaningful and bring results, communication and messages on ending VAC and child protection generally must be in line with religious teachings, including the tenets of the Holy Quran and the Bible to ensure buy in and commitment to the campaign by the religious leaders as well as in line with traditional channels of communications. UNICEF will also be hiring local religious scholars to research and identify scriptures in the holy books to complement the key messages and materials for development.

To capitalize on the momentum of the national campaign to end VAC, UNICEF is looking for an institution to provide expert technical assistance to UNICEF to develop a multi-media campaign as well as mass dissemination of key messages and communication materials for religious/traditional leaders, community actors, teachers, health personnel and adolescents and young people. The institution will also be tasked with securing support from the private sector to join the campaign to end violence against children. Purpose UNICEF Nigeria in support of the National Campaign to End Violence Against Children requires the expertise of an institution to provide technical assistance to design and implement a mass media campaign and develop communication materials for use by religious/traditional leaders, schools, health personnel, parents and adolescents/young people. . Specific Project objective The capacity of key institutions, civil society and communities strengthened to promote gender-sensitive positive social norms to protect children from practices and behaviours harmful to them in focused states, including in humanitarian context in focus states. Specific Tasks for the Institutional Consultancy The institution will support UNICEF and Federal and State Ministries of Women Affairs and Social Development to facilitate the development and implementation of a communication strategy to create public awareness to end VAC in focus states of Lagos, Cross Rivers, Gombe and Plateau. The institution will also manage and channel funds for payment to third parties such as media organisations. Specific tasks are stated below: Mass media campaign Tasks

• Develop a communication strategy on VAC to begin from 1 July 2017 to 31 December 2018

• Execute an innovative and effective mass media campaign on Violence against Children (TV and Radio, Outdoor, brand products) in collaboration with the Federal and State Ministries of Women Affairs and Social Development and other relevant Ministries and UNICEF consultant on Social Media. This task will entail: - Designing the campaign in consultation with UNICEF, Government partners and

relevant stakeholders - Developing, designing, producing and disseminating all supporting campaign

materials including scripts writing, reviews and pretesting in target states - Negotiate and facilitate procurement of airtime and other communication platforms

for dissemination of the campaign messages - Identify, engage and mobilize media partners (organisations and on air

personalities) to advocate for prevention of and response to VAC in the four focus states

• Coordinate the engagement of adolescents and young people (through a youth organisation) to design and execute a social media campaign on end VAC including community interventions in at least two states

• Develop a discussion guide for “Hidden Scars” documentary to aid advocacy and community outreach in target states

• Establish partnerships with three major private sector organizations to support the National End Violence Against Children campaign

Mass media Campaign Deliverables

1. Communication strategy on campaign to end VAC for 2017 and 2018 for each of UNICEF 4 focus states

2. Monthly report of mass media campaign for each focus state including results achieved on all elements of the campaign

3. At least 1 script for a TV drama or alternative programme agreed with UNICEF for each focus state

4. at least 1 script for a radio drama or alternative programme agreed with UNICEF for each focus state

5. At least 1 script for a series of TV and radio jingles or alternative programme agreed with UNICEF for each focus state

6. At least 1 TV programme and 1 radio programme produced and aired in each of the focus states

7. Monthly report of social media campaign including results and mileage on visibility 8. Produced and disseminated discussion guide for “Hidden Scars” documentary and

report on results of community outreach in target states 9. Partnerships established with at least 3 major private organisations to support end VAC

campaign (with signed MoUs) 10. Specific airtime schedule for 2018 agreed with the above mentioned organizations as

part of the MoUs signed

Key Messages and Communication Materials Tasks

1. Review key messages (by religious scholars) aimed at persons of the Islamic and Christian faith and provide feedback to ensure the messages also conform to best practice for social norms change

2. Develop, design and produce IEC package on ending VAC for religious leaders (Islamic and Christian) and ensure the package conforms to best practice for social norms change

3. Develop, design and produce IEC package on ending VAC for schools in consultation with the education sector partners ensuring the package conforms to best practice for social norms change in regards to reporting of violence against children and prevention of peer violence and gender based violence

4. Develop, design and produce IEC package on ending VAC for health facilities in consultation with health sector partners ensuring the package conforms to best practice for social norms change in regards to positive parenting and discipline, reporting of violence against children, birth registration and prevention of FGM/C and child marriage

5. Develop IEC package on prevention of VAC for parents of children at risk 6. Deliver orientation sessions on the use of IEC materials for key partners and UNICEF staff in

Abuja Key Messages and Communication Materials Deliverables

• Key messages by religious scholars on ending VAC reviewed, pretested and designed for production

• Produced and disseminated IEC package on ending VAC for religious leaders (Islamic and Christian)

• Produced and disseminated IEC package on ending VAC for schools • Produced and disseminated IEC package on ending VAC for health facilities

• Produced and disseminated IEC package on prevention of VAC for parents of children at risk

• Report of the three orientation sessions conducted on the use of IEC materials for key partners and UNICEF staff in Abuja

General Deliverables • Monthly implementation and activity reports • Detailed end of consultancy report including results, constraints, observations and

recommendations

Methodology • The contractor, through its led consultant/team leader will ensure all deliverables are agreed

in content and form with UNICEF focal points • A work plan for the entire duration of the contract will be agreed with UNICEF, based on the

technical proposal submitted to UNICEF, including the specific modalities of engaging with UNICEF Government counterparts

• The contractor will submit monthly reports as per deliverables in this TOR to UNICEF focal points and will held monthly progress review meetings and planning for the following month activities

• The contractor will ensure visibility requirements as per use of UNICEF and donors’ logos with prior approval from UNICEF

• The contractor will develop communication materials for the following targeted groups: o Religious leaders (communication channels) for religious congregations and religious

schools (end target) o Teachers/schools (communication channels) for primary and secondary school children

(end target) o Health personnel/facilities (communication channels) for parents and children attending

health facilities in particular for pregnant women and mothers of new born babies and toddlers (end target)

o Parents (communication channels) of children at risk (end target). • Communication materials should be original, innovative and compelling to include materials

such as short videos, leaflets, posters and other brands • Existing communication materials on VAC such as the “Hidden scars” documentary can be

incorporated into the mix of communication tools for the campaign • Communication materials for schools will focus on encouraging reporting of cases of violence

against children and prevention of peer to peer violence and gender based violence • Communication materials for health facilities will focus on positive parenting, prevention of

violence against children, encouraging birth registration and prevention of FGM/C and child marriage

• The development of communication materials will be in close consultation with the Federal Ministry of Women Affairs and partners in UNICEF focus states, Plateau, Gombe, Cross River and Lagos to gather relevant inputs.

• The contractor will provide technical guidance to youth organizations identified to facilitate the design and implementation of the social media campaign for adolescents/young people

• For the development of the communication package for religious leaders, the contractor will review and provide inputs to the package of messages being developed by UNICEF religious partners to ensure consistency and synergy

• The contractor will provide 3 orientation workshops in Abuja for UNICEF staff and selected targeted partners (1 workshop for religious leaders, 1 workshop for teachers and 1 workshop for health personnel) on the use of the communication package for further step down in the states by UNICEF and partners

The contractor will at all times regularly interface with UNICEF focal points and select government partners in the review, finalization and implementation of all elements of the campaign. Team Requirements This assignment requires a team of three national consultants; one will be the team leader reporting directly to UNICEF Nigeria while the other two members will be focal points for each stream of task. The team leader will coordinate his/her team to provide strategic direction and guidance to ensure the tasks are delivered with high quality and within the time frame. The team will develop a costed work plan outlining the flow of tasks with timelines to guide the implementation of the communication strategy. Team Qualification, Knowledge and Experience The composition of the team would need to combine the following expected profiles and experience:

• Specialist and experts in communication for development/communications • Advanced knowledge and experience in developing and implementing communication

strategies and national campaigns on social and health issues • Knowledge and capacity to engage media for advocacy, visibility and communication

of social and health behaviours • Knowledge of child protection and sexual and reproductive health issues affecting

children in Nigeria • Experience in fostering and sustaining partnerships with government and stakeholders • Advanced university degree in Mass Communication, Journalism, Public Relations,

social/behavioural sciences or public health and other related discipline. • Minimum of 5 years work experience managing communication programmes in the

public health and social development sector • Excellent analytical, conceptual, communication and writing skills • Proven ability and track record in implementing successful communication campaigns

(multi-media, social media) with demonstrated results

Administrative Issues

• UNICEF will identify a focal point in the Child Protection and Communication for Development sections to act as a liaison officer to support the consultant team throughout the contract and will help facilitate the contacts with national stakeholders and key ministries as well as support in country activities

• The consultant team will have a team leader working under the direct supervision of the Child Protection Specialist in consultations with the Communication for Development Specialist and Chief Child Protection and Chief of Communication for Development Specialist.

• The assignment will be combination of desk-based and field work, with frequent consultations, meetings and site visits throughout the Federal Capital Territory and Plateau, Gombe, Cross River and Lagos states

• All travels by the contract team outside the Federal Capital Territory should be included in the programme budget using government approved DSA rates.

• The consultancy team is expected to work independently, although UNICEF and relevant ministries will assist within reasonable parameters to ensure the smooth running of the assignment.

• The consultancy team will be expected to mainly operate from their office and report to UNICEF office at least once a week or when needed.

• The consultancy team will organize their own transportation for field visits and local level consultations with UNICEF support as required

• The consultancy team is not entitled to payment of overtime; remuneration must be clearly described in the contract agreement;

• No contract may commence unless the contract is signed by both UNICEF and the consultancy team.

• The institutional contract is for six months and expected to start on 1st July 2017 and end on 31st March 2018.

Phases Description of Activities Responsible persons

Schedule

1. Inception Inception meeting with UNICEF to achieve clear understanding of roles and responsibilities and review of implementation work plan

UNICEF & Consulting firm

Month 1 (1 week)

2. Strategy design Develop and submit communication strategy and costed work plan

Consulting firm Month 1 (2 weeks)

3. Planning and Design of Campaign

• Design of multi-media campaign • Design and development of

social media campaign with AYP

• Message and materials development workshop for IEC packages for target audiences including package for “Hidden Scars” documentary

Consulting firm/UNICEF/Partners

8 weeks (Month 2 and 3)

4. Implementation of first phase

• Launch and execution of social media campaign

• Production and dissemination of Hidden scars package

• Design mass media programmes

• Signature of agreements (MoUs) with mass media organizations including agreed airtime timeline for 2018

Consulting firm/Youth Org/UNICEF

Months 3-9 Months 3-4 Months3-5

5. Implementation of second phase

• Launch and implementation of multi-media campaign on VAC

• Engagement of media from focus states and airing of programmes

• Finalisation and production of IEC packages for target audience

• Conduct orientation sessions on IEC package to target audience

Consulting firm/UNICEF

Months 34 - 9 Months 6-9 Month 4

6. Monitoring and evaluation and reporting

• Monthly implementation progress reports and monthly meetings

• Monitoring and monthly impact reporting of ongoing multi-media campaign

• Submission of mid line and end line report of campaign

• Submission of final report

Consulting firm From launch to conclusion

Location Abuja (to cover focus states of Lagos, Cross river, Plateau and Gombe)

INSTRUCTIONS TO BIDDERS Marking and returning of proposal SEALED PROPOSALS must be securely closed in a suitable envelope, clearly MARKED on the outside with the RFP NUMBER and despatched to arrive at the UNICEF office indicated NO LATER THAN the CLOSING TIME AND DATE. Proposals shall be submitted in English, and shall be sealed in 1 outer and 2 inner envelopes and all envelopes shall indicate the bidders name and address. The outer envelope shall be addressed as follows:

UNICEF Attn: Supply Manager

Old CBN Building, Prefab 5, Area 11, Garki, Abuja.

RFP#: RFP- 2017/Supply/9132245

DUE: 14:00 am local time on 23rd June 2017 Technical Proposal The first inner envelope shall be marked Technical Proposal and addressed in the same manner as the outer envelope. The Bidder must provide sufficient information in the proposal to demonstrate compliance with the requirement set out in each section of this Request for Proposal.

− the Bidder General Information form and relevant supporting documentation − the list of management and team staff and their CV’s; − a detailed organization chart of the company including the location and staffing of

existing and planned offices; − the firm financial information − the list of projects in Hand and their financial values (at least two) − a list of references (at least three) for the past five years with a particular emphasis on

similar Consultancy Services − the list of current litigations (if any) − A proposed methodology, schedule of activities and staff deployment plan

Financial proposal The 2nd inner envelope shall be marked Financial Proposal and addressed in the same manner as the outer envelope, and shall contain the following documentation:

− the detailed budget In ADDITION, proposal in PDF ONLY should also be send to Supply Chief ONLY by the deadline at: ngrsupply@unicef.org

Time for receiving proposal Sealed Proposals received prior to the stated closing time and date will be kept unopened. The Officer of the Bid Opening Unit will open Proposals when the specified time has arrived and no Proposal received thereafter will be considered. UNICEF will accept no responsibility for the premature opening of a Proposal which is not properly addressed or identified. Modification to sealed Proposals already submitted in a sealed envelope, will be considered if received prior to the closing time and date. Public opening of proposal Bidders, or their authorized representative, may attend the public opening of the RFP at the time, date and location specified. The only envelope that will be opened at public bid opening is the Technical Proposal. Validity Proposals shall remain valid for a period of ninety (90) days from the date of closing of the Proposals. Changes and/or Alterations All requests for changes or alterations to the Request for Proposal or requests for clarifications must be submitted in writing by fax or e-mail to the UNICEF Construction Management Specialist. Information provided verbally will not be considered a fundamental change and will not alter this Request for Proposal. Inquiries received less than three (3) working days prior to the Proposal closing date cannot be guaranteed any response. Only written inquiries will receive an answer. All inquiries and answers will be provided to all invitees in writing, regardless of the source of the inquiry. Subcontracting Bidders shall identify on their offer, any services, which may be subcontracted to another firm. A Technical Proposal as described hereafter must be submitted for all subcontractors and will be considered as being part of the bid. Rights of UNICEF UNICEF reserves the right to accept any proposal, in whole or in part; or, to reject any or all proposals. UNICEF also reserves the right to negotiate with the Bidders. UNICEF shall not be held responsible for any cost incurred by the Bidder in preparing the response to this Request for Proposal. The Bidder agrees to be bound by the decision of UNICEF as to whether her/his proposal meets the requirements stated in this Request for Proposal. UNICEF reserves the right to award the agreement to one or more contractor(s).

Property of UNICEF This Request for Proposal, inquiries and answers and the Proposals are considered the property of UNICEF. All materials submitted in response to this Request shall remain with UNICEF. Language of Proposal The proposals prepared by the Bidder as well as all correspondence and documents relating to this document shall be written in the English Language. Any printed literature furnished by the Bidder written in another language will only be considered if accompanied by accurate English translation of the relevant passages for purposes of interpretation. Proprietary Information Information, which the Bidder considers proprietary, must be marked clearly "proprietary" next to the relevant part of the text, and UNICEF will then treat such information accordingly. Evaluation of proposal Following closure of the RFP, proposals will be evaluated by a UNICEF evaluation team to assess their merits. The evaluation will be restricted to the contents of the Proposals and the reference checks. First, the Technical Proposals will be evaluated. The Technical Proposal was allocated a total possible value of 70 points. Technical Proposals receiving 50 points or higher, will be considered technically responsive and the Price Proposal will be opened. Proposals which are considered not technically compliant and non-responsive, will not be given further consideration. The Consulting firm will be selected upon the following criteria:

- Technical proposal (weightage 70%):

EVALUATION SHEET

CATEGORY MAX.

POINTS

MIN.

1. MANDATORY REQUIREMENTS (PASS OR FAIL)

2. OVERALL RESPONSE - Understanding of, and responsiveness to, UNICEF Nigeria Country Office

requirements - Understanding of scope, objectives and completeness of response - Overall concord between UNICEF requirements and the proposals

(5) 0

3. STANDARD STRATEGY/METHODOLOGY FOR EVALUATION - Proposed approach integrated lessons from previous evaluation studies

(29) 10

- Proposed approach is effectively addressing the four bias to validity: construct, statistical, internal and external

- Approach is feasible: recognition of direct as well as risks/peripheral problems and methods to prevent and manage risks/peripheral problems;

- 4. PROPOSED TEAM EXPERIENCE - Experience and qualifications based on previous evaluation project(s) - Experience and qualifications of proposed team

(36) 15

5. PRICE (30)

0

TOTAL MARKS

(100)

Second the Financial Proposal will be evaluated. The total number of points allocated for the Financial Proposal is 30. The maximum number of points will be allocated to the lowest price proposal that is opened and compared among those bidders which obtain the threshold points in the evaluation of the Technical Proposals. All other Price Proposals shall receive points in inverse proportion to the lowest price. Only Financial offers of Firms scoring at least 52 points in the technical proposal will be opened.

- The financial proposal (weightage 30%) including all cost of transaction and related fees (honorarium, daily subsistence allowance in Nigeria with all suggestions) and other estimated expenditures (logistic; international transport (flights in economic fare and terminal expensive, local flight and ground transportation, communication (telephone, mobile phones, internet…) to be reimbursed

The amount of the lowest financial offer will be awarded the maximum score of 30 points. And the proportionality rule will be applied to the financial offers of other Consulting firms. The total number of points will be: sum of the number of points obtained in the evaluation of technical and financial offer. UNICEF reserves the right to select the most advantageous overall offer submitted by any of the Consulting firm. UNICEF will not be held responsible for any duties, taxes or other levies including Value Added Tax for which the Firm may be liable in the course of the contract. UNICEF is exempted from all duties, taxes, or other levies must not be included in the fees as shown in the Financial Proposal. The cost of all items in the Financial Proposal shall be calculated and shown in Nigerian Naira. Liability and Indemnification The Consultant is advised that UNICEF will not undertake any liability for taxes, duty or other contributions payable by him/her on payments made under the contract and UNICEF will not

issue a statement of earnings ‘Indemnification’ clause of any UNICEF contract, is a part of the general terms and conditions are shared during the bidding process, At contract preparation level, these are system generated, standard insertions, including the one on “Indemnification”.

FURTHER RFP TERMS AND CONDITIONS This RFP and any responses thereto, shall be the property of UNICEF. In submitting a proposal, the bidder acknowledges that UNICEF reserves the right to:

(a) Visit and inspect the bidder’s premises; (b) Contact any/all referees provided; (c) Request additional supporting or supplementary information; (d) Arrange interviews with the proposed project team/consultants; (e) Reject any/all of the proposals submitted; (f) Accept any proposals in whole or in part; (g) Negotiate with the most favourable bidder; (h) Award contracts to more than 1 bidder, as UNICEF considers being in its best

interests. Bidders shall bear all costs associated with the preparation and submission of proposals, and UNICEF shall not be responsible for these costs, irrespective of the outcome of the bidding process.

GENERAL TERMS AND CONDITIONS

1. ACKNOWLEDGMENT COPY

Signing and returning the acknowledgment copy of a contract issued by UNICEF or beginning work under that contract shall constitute acceptance of a binding agreement between UNICEF and the Contractor.

2. DELIVERY DATE

Delivery Date to be understood as the time the contract work is completed at the location indicated under Delivery Terms.

3. PAYMENT TERMS (a) UNICEF shall, unless otherwise specified in the contract, make payment within 30 days

of receipt of the Contractor's invoice which is issued only upon UNICEF’s acceptance of the work specified in the contract.

(b) Payment against the invoice referred to above will reflect any discount shown under the payment terms provided payment is made within the period shown in the payment terms of the contract.

(c) The prices shown in the contract cannot be increased except by express written agreement by UNICEF.

4. LIMITATION OF EXPENDITURE

No increase in the total liability to UNICEF or in the price of the work resulting from

design changes, modifications, or interpretations of the statement of work will be authorized or paid to the contractor unless such changes have been approved by the contracting authority through an amendment to this contract prior to incorporation in the work.

5. TAX EXEMPTION

Section 7 of the Convention on the Privileges and Immunities of the United Nations provides, inter alia, that the UN, including its subsidiary organs, is exempt from all direct taxes (including service tax) and is exempt from customs duties in respect of articles imported or exported for its official use. Accordingly, the Vendor authorizes UNICEF to deduct from the Vendor's invoice any amount representing such taxes or duties charged by the Vendor to UNICEF. Payment of such corrected invoice amount shall constitute full payment by UNICEF. In the event any taxing authority refuses to recognize the UN exemption from such taxes, the Vendor shall immediately consult with UNICEF to determine a mutually acceptable procedure.

Accordingly, the Contractor authorizes UNICEF to deduct from the Contractor’s invoice any amount representing such taxes, duties, or charges, unless the Contractor has consulted with UNICEF before the payment thereof and UNICEF has, in each instance, specifically authorized the Contractor to pay such taxes, duties or charges under protest. In that event, the Contractor shall provide UNICEF with written evidence that payment of such taxes, duties or charges has been made and appropriately authorized.

6. LEGAL STATUS. The Contractor shall be considered as having the legal status of an independent contractor vis-a-vis UNICEF. The Contractor’s personnel and sub-contractors shall not be considered in any respect as being the employees or agents of UNICEF.

7. CONTRACTOR’S RESPONSIBILITY FOR EMPLOYEES

The Contractor shall be responsible for the professional and technical competence of its employees and will select, for work under this Contract, reliable individuals who will perform effectively in the implementation of the Contract, respect the local customs and conform to a high standard of moral and ethical conduct.

8. INDEMNIFICATION

The Contractor shall indemnify, hold and save harmless and defend, at its own expense, UNICEF, its officials, agents, servants and employees, from and against all suits, claims, demands and liability of any nature or kind, including their costs and expenses, arising out of the acts or omissions of the Contractor or its employees or sub-contractors in the performance of this Contract. This provision shall extend, inter alia, to claims and liability in the nature of workmen’s compensation, product liability and liability arising out of the use of patented inventions or devices, copyrighted material or other intellectual property by the Contractor, its employees, officers, agents, servants or sub-contractors. The obligations under this Article do not lapse upon termination of this Contract.

9. INSURANCE AND LIABILITIES TO THIRD PARTIES

(a) The Contractor shall provide and thereafter maintain insurance against all risks in respect of its property and any equipment used for the execution of this Contract.

(b) The Contractor shall provide and thereafter maintain all appropriate workmen’s

compensation and liability insurance, or its equivalent, with respect to its employees to cover claims for death, bodily injury or damage to property arising from the execution of this Contract. The Contractor represents that the liability insurance includes sub-contractors.

(c) The Contractor shall also provide and thereafter maintain liability insurance in an adequate amount to cover third party claims for death or bodily injury, or loss of or damage to property, arising from or in connection with the provision of work under this Contract or the operation of any vehicles, boats, airplanes or other equipment owned or leased by the Contractor or its agents, servants, employees or sub-contractors performing work or services in connection with this Contract.

(d) Except for the workmen’s compensation insurance, the insurance policies under this Article shall: (i) Name UNICEF as additional insured; (ii) Include a waiver of subrogation of the Contractor’s rights to the insurance carrier against UNICEF; (iii) Provide that UNICEF shall receive thirty (30) days written notice from the insurers prior to any cancellation or change of coverage.

(e) The Contractor shall, upon request, provide UNICEF with satisfactory evidence of the insurance required under this Article.

10. SOURCE OF INSTRUCTIONS

The Contractor shall neither seek nor accept instructions from any authority external to UNICEF in connection with the performance of its services under this Contract. The Contractor shall refrain from any action which may adversely affect UNICEF or the United Nations and shall fulfil its commitments with the fullest regard to the interests of UNICEF.

11. ENCUMBRANCES/LIENS

The Contractor shall not cause or permit any lien, attachment or other encumbrance by any person to be placed on file or to remain on file in any public office or on file with UNICEF against any monies due or to become due for any work done or materials furnished under this Contract, or by reason of any other claim or demand against the Contractor.

12. TITLE TO EQUIPMENT

Title to any equipment and supplies which may be furnished by UNICEF shall rest with UNICEF and any such equipment shall be returned to UNICEF at the conclusion of this Contract or when no longer needed by the Contractor. Such equipment when returned to UNICEF, shall be in the same condition as when delivered to the Contractor, subject to normal wear and tear.

13. COPYRIGHT, PATENTS AND OTHER PROPRIETARY RIGHTS

UNICEF shall be entitled to all intellectual property and other proprietary rights including but not limited to patents, copyrights and trademarks, with regard to documents and other materials which bear a direct relation to or are prepared or collected in consequence or in the course of the execution of this contract. At UNICEF's request, the Contractor shall take all necessary steps, execute all necessary documents and generally assist in securing such proprietary rights and transferring them

to the UNICEF in compliance with the requirements of the applicable law. 14. CONFIDENTIAL NATURE OF DOCUMENTS

(a) All maps, drawings, photographs, mosaics, plans, reports, recommendations, estimates, documents and all other data compiled by or received by the Contractor under this Contract shall be the property of UNICEF, shall be treated as confidential and shall be delivered only to the UN authorized officials on completion of work under this Contract.

(b) The Contractor may not communicate any time to any other person, Government or authority external to UNICEF, any information known to it by reason of its association with UNICEF which has not been made public except with the authorization of the UNICEF; nor shall the Contractor at any time use such information to private advantage. These obligations do not lapse upon termination of this Contract with UNICEF.

15. FORCE MAJEURE; OTHER CHANGES IN CONDITIONS

(a) In the event of and as soon as possible after the occurrence of any cause constituting force majeure, the Contractor shall give notice and full particulars in writing to UNICEF of such occurrence or change if the Contractor is thereby rendered unable, wholly or in part, to perform its obligations and meet its responsibilities under this Contract. The Contractor shall also notify UNICEF of any other changes in conditions or the occurrence of any event which interferes or threatens to interfere with its performance of the Contract. On receipt of the notice required under this Article, UNICEF shall take such action as, in its sole discretion, it considers to be appropriate or necessary in the circumstances, including the granting to the Contractor of a reasonable extension of time in which to perform its obligations under the Contract.

(b) If the Contractor is rendered permanently unable, wholly, or in part, by reason of force majeure to perform its obligations and meet its responsibilities under this Contract, UNICEF shall have the right to suspend or terminate this Contract on the same terms and conditions as are provided for in Article 14, “Termination”, except that the period of notice shall be seven (7) days instead of thirty (30) days.

(c) Force majeure as used in this Article means acts of God, war (whether declared or not), invasion, revolution, insurrection or other acts of a similar nature or force.

16. TERMINATION

If the Contractor fails to deliver any or all of the deliverables within the time period(s) specified in the contract, or fails to perform any of the terms, conditions, or obligations of the contract, or should the Contractor be adjudged bankrupt, or be liquidated or become insolvent, or should the contractor make an assignment for the benefit of its creditors, or should a Receiver be appointed on account of the insolvency of the contractor, UNICEF may, without prejudice to any other right or remedy it may have under the terms of these conditions, terminate the Contract, forthwith, in whole or in part, upon thirty (30) days notice to the Contractor.

UNICEF reserves the right to terminate without cause this Contract at any time upon thirty (30) days prior written notice to the Contractor, in which case UNICEF shall reimburse the Contractor for all reasonable costs incurred by the Contractor prior to receipt of the notice of termination.

In the event of any termination no payment shall be due from UNICEF to the Contractor except for work and services satisfactorily performed in conformity with the express terms of this contract. Upon the giving of such notice, the Contractor shall have no claim for any further payment, but shall remain liable to UNICEF for reasonable loss or damage which may be suffered by UNICEF for reason of the default. The Contractor shall not be liable for any loss or damage if the failure to perform the contract arises out of force majeure.

Upon termination of the contract, UNICEF may require the contractor to deliver any finished work which has not been delivered and accepted, prior to such termination and any materials or work-in-process related specifically to this contract. Subject to the deduction of any claim UNICEF may have arising out of this contract or termination, UNICEF will pay the value of all such finished work delivered and accepted by UNICEF.

The initiation of arbitral proceedings in accordance with Article 22 “Settlement of Disputes” below shall not be deemed a termination of this Contract.

17. SUB-CONTRACTING

In the event the Contractor requires the services of subcontractors, the Contractor shall obtain the prior written approval and clearance of UNICEF for all sub-contractors. The approval of UNICEF of a sub-contractor shall not relieve the Contractor of any of its obligations under this Contract. The terms of any sub-contract shall be subject to and in conformity with the provisions of this Contract.

18. ASSIGNMENT AND INSOLVENCY 1. The Contractor shall not, except after obtaining the written consent of UNICEF,

assign, transfer, pledge or make other dispositions of the Contract, or any part thereof, of the Contractor's rights or obligations under the Contract.

2. Should the Contractor become insolvent or should control of the Contractor change by virtue of insolvency, UNICEF may, without prejudice to any other rights or remedies, terminate the Contract by giving the Contractor written notice of termination.

19. USE OF UNITED NATIONS AND UNICEF NAME AND EMBLEM

The Contractor shall not use the name, emblem or official seal of the United Nations or UNICEF or any abbreviation of these names for any purpose.

20. OFFICIALS NOT TO BENEFIT

The Contractor warrants that no official of UNICEF or the United Nations has received or will be offered by the Contractor any direct or indirect benefit arising from this Contract or the award thereof. The Contractor agrees that breach of this provision is a breach of an essential term of the Contract.

21. PROHIBITION ON ADVERTISING

The Contractor shall not advertise or otherwise make public that the Vendor is furnishing goods or services to UNICEF without specific permission of UNICEF.

22. SETTLEMENT OF DISPUTES

Amicable Settlement

The Parties shall use their best efforts to settle amicably any dispute, controversy or claim arising out of, or relating to this Contract or the breach, termination or invalidity thereof. Where the parties wish to seek such an amicable settlement through conciliation, the conciliation shall take place in accordance with the UNCITRAL Conciliation Rules then obtaining, or according to such other procedure as may be agreed between the parties.

Arbitration Any dispute, controversy or claim between the Parties arising out of this Contract or the breach, termination or invalidity thereof, unless settled amicably under the preceding paragraph of this Article within sixty (60) days after receipt by one Party or the other Party’s request for such amicable settlement, shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining. The arbitral tribunal shall have no authority to award punitive damages. In addition, the arbitral tribunal shall have no authority to award interest in excess of six percent (6%) and any such interest shall be simple interest only. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute.

23. PRIVILEGES AND IMMUNITIES

The privileges and immunities of the UN, including its subsidiary organs, are not waived.

24. CHILD LABOUR

UNICEF fully subscribes to the Convention on the Rights of the Child and draws the attention of potential suppliers to Article 32 of the Convention which inter alia requires that a child shall be protected from performing any work that is likely to be hazardous or to interfere with the child's education, or to be harmful to the child's health or physical, mental, spiritual, moral or social development.

25. ANTI-PERSONNEL MINES UNICEF supports an international ban on the manufacture of anti-personnel mines. Anti-

personnel mines have killed and maimed thousands of people, of whom a large proportion are children and women. Anti-personnel mines present a serious obstacle to the return of populations displaced from their residences by fighting around their villages and homes. UNICEF has, therefore, decided not to purchase products from companies that sell or manufacture anti-personnel mines or their components.

26. AUTHORITY TO MODIFY

No modification or change in this Contract, no waiver of any of its provisions or any additional contractual relationship of any kind with the Contractor shall be valid and enforceable against UNICEF unless provided by an amendment to this Contract signed by the authorized official of UNICEF.

27. REPLACEMENT OF PERSONNEL

UNICEF reserves the right to request the Contractor to replace the assigned personnel if they are not performing to a level that UNICEF considers satisfactory. After written notification, the Contractor will provide curriculum vitae of appropriate candidates within three (3) working days for UNICEF review and approval. The Contractor must

replace the unsatisfactory personnel within seven (7) working days of UNICEF’s selection.

If one or more key personnel become unavailable, for any reason, for work under the contract, the Contractor shall (i) notify the project authority at least fourteen (14) days in advance, and (ii) obtain the project authority’s approval prior to making any substitution of key personnel. Key personnel are designated as follows: (a) Personnel identified in the proposal as key individuals (as a minimum, partners, managers, senior auditors) to be assigned for participation in the performance of the contract. (b) Personnel whose resumes were submitted with the proposal; and (c) Individuals who are designated as key personnel by agreement of the Contractor and UNICEF during negotiations. In notifying the project authority, the Contractor shall provide an explanation of circumstances necessitating the proposed replacement(s) and submit justification and qualification of replacement personnel in sufficient detail to permit evaluation of the impact on the engagement. Acceptance of a replacement person by the project authority shall not relieve the Contractor from responsibility for failure to meet the requirements of the contract.

All the other terms and conditions are hereby accepted. The agency will conform to the requirements as listed out by UNICEF