Basic Model Small Contract For Services-1
Basic Model Small Contract For Services-1
© UNOPS 1
Rev.03, September, 2010
This Contract is made on [ ] between the United Nations Office for Project Services
("hereinafter referred as UNOPS"), and [ ], a company duly constituted under the laws of [ ]
(hereinafter referred as "Contractor"). In consideration of the promises contained in this Contract and
subject to the UNOPS Conditions of Services hereby incorporated by reference as Annex I, the Parties
agree as follows:
1. SCOPE
The Contractor shall perform services ("hereinafter referred as Services") as specified in the Terms of
Reference (“TOR”) attached as Annex II and hereby incorporated by reference. Unless otherwise
provided for in this Contract, the Contractor shall furnish all the technical and administrative support,
human resources, materials and equipment necessary to complete the Services.
2. PERIOD
The Contractor shall commence the performance of the Services on [ ] and shall complete the
Services by [ ].
The Contractor shall submit invoices for the work done every [ ].
4. INVOICES
© UNOPS 2
Rev.03, September, 2010
UNOPS shall effect payments to the Contractor after acceptance by UNOPS of the original invoice and
one copy for the appropriate amount together with whatever supporting documentation may be required
by UNOPS. Within thirty (30) days of receipt and acceptance of the invoice by UNOPS, payment shall
be made to the following Bank account of the Contractor:
[ ]
5. SPECIAL CONDITIONS:
Owing to [ ], clause(s) [ ] of this contract shall be amended to read [ ]
6. NOTIFICATIONS
For the purpose of notifications under the Contract, the addresses of UNOPS and the Contractor are as
follows:
[ ] [ ]
Director [......] RO/OC
Address
Ref. [ ]
7. SUPERSEDING EFFECT
This Contract supersedes all prior oral agreements or written contract, if any, between the Contractor and
UNOPS, constituting the entire agreement with respect to the Service.
In witness of these terms and conditions, the parties execute this Contract.
© UNOPS 3
Rev.03, September, 2010
1-Contractor’s Status In all matters relating to this Contract, the Contractor shall be acting as an independent
contractor. Neither the Contractor nor its employees are the employees of UNOPS. The Contractor assumes all
liabilities or obligations imposed by any law or regulation with respect to such employees. The Contractor shall
not have the authority to create any obligation on behalf of UNOPS and shall not represent itself as an agent,
employee or in any other capacity of UNOPS. The Contractor shall be responsible for the professional and
technical competence of its employees, who shall be expected to respect local customs and conform to a high
standard of moral and ethical conduct.
2-Damage to Persons and Property The Contractor shall indemnify and hold harmless UNOPS, its officers,
agents, employees and servants from and against all suits, claims, demands, proceedings, and liability of any nature
or kind, including costs and expenses, for injuries or damages to any person or any property whatsoever which may
arise out of or in consequence of acts or omissions of the Contractor or its agents, employees, servants or
subcontractors in the execution of this Contract.
3-Intellectual Property Rights All intellectual property and other proprietary rights, including but not limited to
patents, copyrights and trademarks, in all countries, with regard to maps, drawings, photographs, mosaics, plans,
manuscripts, records, reports, recommendations, estimates, documents and other materials, except pre-existing
materials, publicly or privately owned, collected or prepared as a consequence of or in the course of the
performance of this Contract, shall become the sole property of UNOPS. The Contractor shall hold harmless and
fully indemnify UNOPS from and against all claims and proceedings for infringement of any patent rights, design
trademark or name or other protected rights resulting from Contractor’s performance.
4-Confidentiality All maps, drawings, plans, reports, documents and all other data compiled by or received by the
Contractor under the Contract shall be the property of UNOPS, shall be treated as confidential and shall be
delivered only to the duly authorized representative of UNOPS upon completion of the Services.
5-Advertising The Contractor shall not advertise or otherwise make public the fact that it is performing, or has
performed services for UNOPS or use the name, emblem or official seal of UNOPS or the United Nations or any
abbreviation of the name of UNOPS or the United Nations for advertising purposes or any other purposes.
6-Modifications Any modification or change to this Contract shall require an amendment in writing between both
parties duly signed by the authorized representatives of the Contractor and UNOPS.
7-Sub-contracting and Assignment of Contract The Contractor shall not sub-contract the Services or otherwise
assign, transfer, pledge or make other disposition of this Contract or any part thereof or of any of the Contractor's
rights, claims or obligations under this Contract.
8-Termination UNOPS may terminate this Contract for cause or convenience in the interest of the UNOPS upon
not less than fourteen (14) days written notice to the Contractor. Upon termination of this Contract, the Contractor
shall take immediate steps to terminate his performance of the Contract in a prompt and orderly manner and to
reduce losses and to keep further expenditures to a minimum. Unless such termination has been occasioned by the
Contractor's breach of this Contract, the Contractor shall be entitled to be paid for the part of the Services
satisfactorily completed as of the date of termination, plus substantiated costs resulting from commitments entered
into prior to the date of termination as well as any reasonable substantiated direct costs incurred by the Contractor
as a result of the termination, but shall not be entitled to receive any other or further payment or damages.
9-Privileges and Immunities Nothing in or relating to this Contract shall be deemed a waiver of any of the
privileges and immunities of the United Nations of which the UNOPS is an integral part.
10-Settlement of Disputes Any controversy or claim arising out of or in connection with provision of this Contract
or any breach thereof, shall, unless resolved through direct negotiation, be settled in accordance with the
© UNOPS 4
Rev.03, September, 2010
UNCITRAL Arbitration Rules then in force. UNOPS and the Contractor shall be bound by any arbitration award
rendered as a result of such arbitration as the final adjudication of any such controversy or claim.
ANNEX II – TERMS OF REFERENCE (TOR)
( )
© UNOPS 5
Rev.03, September, 2010
© UNOPS 6