INTRODUCTION
1.1 Objective of the RFP
The purpose of this Request for Proposal (RFP) is to enter into a contractual agreement with a successful bidder and
select a suitable contractor to support external communications of the Executive Director with specific emphasis on
managing Executive Director’s social media engagement, live tweeting of events that has the participation of the EXD,
managing the linkedin blog and other blogs as well as in shaping regular op-eds.
UNAIDS is an organization that is dependent on the budgetary and extra-budgetary contributions it receives for the
implementation of its activities. Bidders are therefore requested to propose the best and most cost-effective solution to
meet UNAIDS requirements, while ensuring a high level of service.
For more information about UNAIDS please consult our website www.unaids.org.
1.2 Characteristics of the bidder
1.2.1 Status
● The provider shall be an individual with high level expertise in communications, with proven expertise in
managing social media and online platforms for senior leaders and influencers. This position requires a
writer who is able to write and create content in the language of the Executive Director.
1.2.2 Accreditations
No specific requirement.
1.2.3 Previous experience
● A seasoned self-resourceful senior communications professional with a minimum proven professional
record of 7 years in major media and communications. Excellent written communication skills in English.
French would be an asset.
● Experience in engaging with decision-makers and influential across Africa, and beyond.
● Proven ability to develop and implement effective communications strategies to achieve advocacy goals,
able to help achieve breakthroughs in political leadership, policy and practice.
● Experience in helping high profile people make a case, in developing news stories and in shaping
multimedia products.
● Able to operate in a United Nations environment and also to work with much broader coalitions, including
engaging women’s, youth and other civil society movements.
● A record of working on women’s and girls’ rights and gender equality.
● Self-resourceful, flexible and takes initiative. Able to manage complexity, risk and multiple stakeholders
while delivering powerful work that has a big impact.
1.2.4 Logistic capacity
● No specific logistic capacity required
1.2.5 Staffing
● An equivalent of one full time staff is required for this consultancy
1.3 Work to be performed
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1.3.1 Key requirements
Background information about UNAIDS Communications and Global Advocacy Department
The mission of the Communications and Global Advocacy department is to effectively position HIV and development
issues with key audiences in the global landscape and to advance UNAIDS’ vision and strategies. Through global
advocacy efforts we build strategic partnerships to increase awareness and action that is critical to advance UNAIDS
mission and vision. As part of this mission, UNAIDS uses a variety of communications strategies to promote the voice
of UNAIDS. A key part is to position the UNAIDS Executive Director as a leader in public health and development
through continuous engagement through traditional and new media.
Objectives
In close collaboration with the UNAIDS Department of Communications and Global Advocacy and Executive office of
the Executive Director, the consultant will take a lead role in developing and implementing social media strategies for
the Executive Director.
Responsibilities
The consultancy will be for initially for one year and will require different activities over the course of the year. The
consultant will:
Under the supervision of Director, Communications and Global Advocacy, the incumbent will be expected to carry out
the following tasks:
1. Write op-eds, articles and statements for the Executive Director for use in print, video and social media.
2. Write, edit, design content for the UNAIDS Executive Director’s social media channels, ensuring that content
is accurate, accessible, informative and engaging.
3. Manage social media coverage of Executive Directors public and bilateral engagements on UNAIDS
corporate social media channels.
4. Initiate high-level engagement in social media conversations on AIDS and related issues on behalf of UNAIDS
Executive Director in social media platforms.
5. Manage and enhance the social media profile of UNAIDS Executive Director’s social media assets including
Facebook, Twitter, LinkedIn and other appropriate forums. This include consistent and timely postings and
ensuring postings are accurate and on message.
6. Develop and implement a social media strategy for the UNAIDS Executive Director, that evolves and adapts
to specific activities and engagements as well as online trends and discussions.
7. Regularly monitor the analytics, trends and engagement on the social media platforms.
8. Connect, seek and foster relationships with super connector individuals, companies and organizations and
manage their engagement in social media platforms to increase outreach of the UNAIDS Executive Director’s
messages and strategic goals.
9. Promote relationships with civil society and other partners for outreach of UNAIDS messages as well as in
undertaking joint social media campaigns.
10. Write features around the UNAIDS Executive Director’s activities and engagements.
11. Finalize speeches of Executive Director for publishing on UNAIDS website and promotion through social
media.
12. Liaise with the Executive Office and act as the focal point between the Executive Office and the
Communications department on communication issues related to the Executive Director.
13. All other related duties as assigned.
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Timeline
The consultancy starts on 1 April 2021 / or upon finalization for one year in duration.
Experience required
• Minimum proven professional record of 7 years in managing communication and social media projects,
preferably with experience at the international level..
• Excellent written communication skills in English
• Professional knowledge of social media platforms and technical skills for engaging with them.
• Demonstrated knowledge of AIDS issues, of communication practices and producing information for web
communities.
• Experience with governmental/international institutions or the UN System. Campaign planning and graphic
design skills.
• Experience in helping high profile people make a case, in developing news stories and in shaping multimedia
products.
• Self-resourceful, flexible and takes initiative.
1.3.2 Reporting requirements
There will be multiple deliverables that will be decided directly with the contracting Department.
1.3.3 Finance and accounting requirements
Financial reports will be required monthly to request payment.
1.3.4 Performance monitoring
Regular feedback will be provided to the consultant during the course of the contract. The consultant will attend
all regular meetings of the Department of Communication and Global Advocacy.
1.3.5 Further Capacities
No additional capacities required
2. INSTRUCTIONS TO BIDDERS
Bidders should follow the instructions set forth below in the submission of their proposal to UNAIDS.
2.1 Language of the Proposal and other Documents
The proposal prepared by the bidder, and all correspondence and documents relating to the proposal exchanged
between the bidder and UNAIDS shall be written in the English language.
2.2 Intention to Bid
Bidders must register in the UNAIDS’ E-Tendering system and use it to “Express Interest” and access all documents
related to this Request for Proposals.
Only after having access to all documents, bidders may indicate their confirmation of involvement by “Opt-in” into the
process.
The “Opt-In” is considered the intention to bid from the bidder.
Please note that the “Opt-In” or Intention to Bid is not a requirement to submit a proposal, however UNAIDS will be able
to better identify potential bidders announcing their intention to bid, and communicate with them in case of changes to
the RFP or clarifications to questions asked.
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2.3 Cost of Proposal
The bidder shall bear all costs associated with the preparation and submission of the proposal, including but not limited
to the possible cost of discussing the proposal with UNAIDS, making a presentation, negotiating a contract and any
related travel.
UNAIDS will in no case be responsible or liable for those costs, regardless of the conduct or outcome of the selection
process
2.4 Contents of the Proposal
Proposals must offer services for the total requirement. Proposals offering only part of the requirement may be rejected.
The bidder is expected to examine all corresponding instructions, forms, terms and specifications contained in this RFP.
Failure to follow the instructions provided, terms and specifications and/or to submit the forms requested will be at the
bidder’s risk and may affect the evaluation of the proposal.
2.5 Communications during the RFP Period
A prospective bidder requiring any clarification on technical, contractual or commercial matters may notify UNAIDS
through the “Correspondence” tab in UNAIDS’ E-Tendering system.
UNAIDS will respond in writing by a consolidated document to any request for clarification of the RFP that it receives
prior to one week of the closing date established in section 2.10 (the closing date is 8
th March 2021 so clarifications
requests must be received one week before).
The consolidated document of UNAIDS’s response to all questions (including an explanation of the query but without
identifying the source of enquiry) will be made available to all prospective bidders in the E-Tendering system after the
date indicated above. Questions are to be submitted in the format “Paragraph Number – Question.”
There shall be no individual presentation by or meeting with bidders until after the closing date. From the date of issue
of this RFP to the final selection, contact with UNAIDS officials concerning the RFP process shall not be permitted, other
than through the submission of queries at the indicated email address above and/or through a possible presentation or
meeting called for by UNAIDS, in accordance with the terms of this RFP.
2.6 Proposal structure
2.6.1 Proposal Submission Form
The bidder’s proposal must be accompanied by a Proposal Submission Form, available in the E-Tendering system,
signed by a duly authorized representative of the bidder, stating:
● That the proposal meets the requirements of the RFP,
● That the bidder undertakes, on its own behalf and on behalf of its possible partners and contractors, to
provide the goods/services in accordance with the terms of the Request for Proposal (RFP), and its
accompanying documents, for the amount set forth in the attached Financial Proposal,
● The number of days the proposal is valid (from the date of closing of the RFP).
2.6.2 Information of Firm/Organization submitting Proposal
Bidders are requested to provide a detailed CV outlining their qualifications and expertise.
2.6.3 Technical Proposal
The bidder should include in this section all relevant information for UNAIDS to evaluate the proposal, including
information relating to coverage of UNAIDS needs and requirements, as specified in section 1, proposed
timeline, resources dedicated partially or fully to the project.
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IMPORTANT: The Technical Proposal shall contain no price or cost information.
The Technical Proposal must include the following:
• A detailed CV
• 2-3 examples of social media campaigns undertaken by the bidder.
• A two-page concept note on how the bidder would approach this consultancy based on the information
provided in the request for proposal.
2.6.4 Financial Proposal
The bidder’s separate price component must contain an overall quotation in a single currency, either in US
Dollars or in the currency of the bidder’s country of incorporation or registration. If the bidder opts for the latter
and for evaluation purposes only, its proposal will be converted into US dollars using the United Nations rate of
exchange in effect on the closing date for the submission of proposals.
The Financial Proposal shall be accompanied by a cover letter signed by the bidder, confirming the following:
(a) the price; and
(b) the period of validity of the bid.
The Financial Proposal must cover all the goods or services to be provided and must itemize the
following costs (provided they are applicable for the RFP):
a) the monthly rate of the consultant
Also include any additional costs such as
b) Other costs, if any (indicating nature and breakdown).
The Financial Proposal must contain a summary of total cost for the services proposed as well as a proposed
schedule of payments, all of which must be expressed and will be made in the currency of the proposal.
In preparing Financial Proposals, bidders should carefully note the following provisions regarding UNAIDS
policies on limitations on advance payments, retention, performance bonds, etc.
UNAIDS’ general policy is to pay for the performance of contractual services rendered or to effect payment upon
the achievement of specific milestones described in the contract.
In special circumstances, UNAIDS policy allows for an advance payment up to a maximum of 25 per cent of the
total value for individuals —or 50 per cent of the total value for companies and organizations—upon signature
of a contract.
UNAIDS, at its discretion, may determine if such a payment is warranted or not, and the conditions under which
it would be made. In any case where an advance payment for $50,000 or more is requested and subsequently
approved, UNAIDS will normally require a bank guarantee or other suitable security arrangement. Further
information may be requested by UNAIDS at the time of finalizing contract negotiations with the selected bidder.
Any request for an advance payment is to be justified and documented and must be submitted with the financial
proposal. This justification shall explain the need for the advance payment, itemize the amount requested and
provide a time-schedule for utilization of said amount. In addition, the bidder must submit documentation
regarding its financial status, e.g. audited financial statements at 31 December of the previous year, and include
this documentation with its financial proposal. Further information may be requested by UNAIDS at the time of
finalizing contract negotiations with the selected bidder.
UNAIDS Travel Policy is to cover and reimburse air tickets only in Economy Class using the most direct route
available. UNAIDS does not cover Per Diem cost exceeding that defined by the United Nations at the time of
the travel for the specific destination of the travel. Any travel related costs for the consultant will be agreed
separately in accordance to the UNAIDS travel policy for consultants.
2.7 Format and Signing of Proposals
The bidder shall submit the separate technical and financial proposals via the E-Tendering system by the closing
date set forth in section 2.10. Proposals by e-mail will not be accepted.
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In addition:
1) Documents requiring signature should be scanned in (.pdf) format.
2) All proposals shall be signed by the bidder.
3) The proposal and supporting documents should be in PDF, or Microsoft Office compatible format.
4) The master copy of the “Technical Proposal” shall be submitted through the tab marked “Technical Proposal”
5) The master copy of the “Financial Proposal” shall be submitted through the tab marked “Financial Proposal”
There will be no automatic confirmation of receipt as the proposals are only opened after the closing date.
2.8 Period of Validity of Proposals
The offer outlined in the proposal must be valid for a minimum period of 120 calendar days after the closing date. A
proposal valid for a shorter period may be rejected by UNAIDS. In exceptional circumstances, UNAIDS may solicit the
bidder’s consent to an extension of the period of validity. The request and the responses thereto shall be made in
writing. Any bidder granting the request will not be required nor permitted to modify its proposal.
2.9 Closing Date for Submission of Proposals
Proposals must be received as specified in section 2.8 no later than 8
th March at 23:00 Geneva time.
UNAIDS may, at its own discretion, extend this closing date for the submission of proposals by notifying all bidders
thereof in writing.
Any proposal received by UNAIDS after the closing date for submission of proposals may be rejected.
2.10 Modification and Withdrawal of Proposals
The bidder may withdraw its proposal any time after the proposal’s submission and before the opening date, provided
that written signed notice of the withdrawal (by a duly authorized representative of the bidder) is provided via the
“Correspondence” tab of the E-tendering system.
The bidder’s withdrawal notice shall be received before the closing date in accordance with section 2.10.
No proposal may be modified after the closing date for submission of proposals, unless UNAIDS has issued an
amendment to the RFP allowing such modifications (see section 2.13).
No proposal may be withdrawn in the interval between the opening date and the expiration of the period of proposal
validity specified by the bidder in the proposal.
2.11 Receipt of Proposals from Non-invitees
UNAIDS may, at its own discretion, extend the RFP to bidders that were not included in the individual invitation list if
this is necessary and in the interest of UNAIDS. RFPs published by UNAIDS on the UNAIDS website are open for all
qualified bidders.
2.12 Amendments of the RFP
At any time prior to the closing date for submission of proposals, UNAIDS may, for any reason, whether on its own
initiative or in response to a clarification requested by a bidder, modify the RFP by amendment. Amendments could
include modification of project scope or requirements, project timeline expectations or extension of the closing date for
submission.
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All prospective bidders that have received the RFP will be notified in writing of all amendments to the RFP. In addition,
all amendments will be posted on the UNAIDS website in the Request for Proposals section and in any other website
used by UNAIDS directly for publishing the Request for Proposals.
3. OPENING AND EVALUATION OF PROPOSALS
3.1 Opening of Proposals
There will not be a public opening of bids.
3.2 Clarification of Proposals
UNAIDS may, at its discretion, ask any bidder for clarification of any part of its proposal to assist in the examination,
evaluation and comparison of proposals. The request for clarification and the response shall be in writing. No change
in price or substance of the proposal shall be sought, offered or permitted during this exchange.
3.3 Preliminary Examination of Proposals
UNAIDS will examine the proposals to determine whether: (i) they are complete, (ii) any computational errors have been
made, (iii) the documents have been properly signed, and (iv) the proposals are generally in order.
Please note that UNAIDS is not bound to select any of the firms/institutions submitting proposals. Furthermore,
since a contract would be awarded in respect of the proposal which is considered most responsive to the needs of the
project concerned, due consideration being given to UNAIDS’ general principles, including economy and efficiency,
UNAIDS does not bind itself in any way to select the firm/institution offering the lowest price.
3.4 Technical Evaluation of Proposals
A two-stage procedure will be utilized in evaluating the proposals, with technical evaluation of the proposal being
completed prior to any evaluation of the Financial Proposal.
The technical evaluation of proposals will be accomplished by a selection panel in two stages. The selection panel will
evaluate all proposals which have passed the preliminary examination of proposals according to:
● the qualifications and competence of the personnel proposed for the assignment.
o In the first stage, a shortlist of bidders will be made based on the written technical proposal. Only bids
scoring more than 70 points will clear the first stage.
o In the second stage a written test and interview will be conducted by the selection panel of the those
clearing the first stage
The obtainable number of points specified for each evaluation criterion indicates the relative significance or weight of
the item in the overall evaluation process. The points allocated to the technical proposal correspond to 70% of
the total obtainable points.
3.5 Financial Proposal Evaluation
The financial proposal will only be evaluated if the technical proposal achieves a minimum of 70% of the total allocable
points for the technical evaluation. Proposals failing to obtain this minimum threshold will not be eligible for further
consideration.
The maximum number of points for the price component is 30% of the total obtainable points.
This maximum number of points will be allocated to the lowest price proposal. All other price proposals will receive
points in inverse proportion according to the following formula:

Points for the price component of a proposal being evaluated = ([Maximum number of points for the price component]
x [Lowest price]) / [Price of proposal being evaluated]

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4. AWARD OF CONTRACT
4.1 Award Criteria, Award of Contract
UNAIDS reserves the right to:
a) Award the contract to a bidder of its choice, even if its bid is not the lowest;
b) Award separate contracts for parts of the work, components or items, to one or more bidders of its choice, even
if their bids are not the lowest;
c) Accept or reject any proposal, and to annul the solicitation process and reject all proposals at any time prior to
award of contract, without thereby incurring any liability to the affected bidder or bidders and without any obligation
to inform the affected bidder or bidders of the grounds for UNAIDS’ action;
d) Award the contract on the basis of UNAIDS’ particular objectives to a bidder whose proposal is considered to be
the most responsive to the needs of the Organization and the activity concerned;
e) Not award any contract at all.
UNAIDS has the right to eliminate bids on technical or other reasons throughout the evaluation/selection process.
UNAIDS shall not in any way be obligated to reveal, or discuss with any bidder, how a proposal was assessed, or to
provide any other information relative to the evaluation/selection process or to state the reasons for elimination to any
bidder
NOTE: UNAIDS is acting in good faith by issuing this RFP. However, this document does not obligate UNAIDS to
contract for the supply of any products or services.
4.1.1 Right to modify Scope or Requirements during the Proposal Process
UNAIDS reserves the right to, at any time during the proposal process, modify the scope of services and goods specified
in the RFP. At any time in the selection process, UNAIDS reserves the right to issue an amendment to the RFP detailing
the change which should be notified only to bidders who have not been officially eliminated due to technical reasons at
that point in time.
4.1.2 Right to Extend/Revise Scope or Requirements at Time of Award
UNAIDS reserves the right, at the time of award of contract, to extend/revise the scope of services and goods specified
in the RFP without any change in the base price of services and goods or other terms and conditions offered by the
selected bidder.
4.1.3 Right to enter into Contract Price Negotiations
UNAIDS reserves the right to enter into negotiations, with one or more bidders that have not been eliminated during the
evaluation process, including but not limited to negotiations of the terms of the proposal(s), the price quoted in such
proposal(s) and/or the deletion of certain parts of the work, components or items called for under this RFP..

4.2 Signing of the Contract
Within 30 days of receipt of the contract the successful bidder shall sign and date the contract and return it to UNAIDS
according to the instructions provided at that time. If the bidder does not accept the contract terms without changes,
then UNAIDS has the right not to proceed with the selected bidder and instead contract with another bidder of its choice.
The award of contract will be published in the UNAIDS public website, after all internal clearances and acceptance of
the contract by the selected bidder.
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5. GENERAL AND CONTRACTUAL CONDITIONS
The contract between UNAIDS and the selected bidder (“the Contract”) will, unless otherwise explicitly agreed in writing,
include the provisions as set forth in this section, and will otherwise inter alia address the following issues:
● Responsibilities of the selected bidder(s) (“The Contractor(s)”) and UNAIDS;
● clear deliverables, timelines and acceptance procedures;
● payment terms tied to the satisfactory completion of the work;
● notices.
The prices payable by UNAIDS for the work to be performed under the Contract shall be fixed for the duration of the
Contract and shall be in a UN convertible currency (preferably US Dollars), based on the UN exchange rate of the date
of invoice.
The total amount payable by UNAIDS under the Contract may be either a lump sum or a maximum amount. If the option
for payment of a lump sum applies, that lump sum is payable in the manner provided, subject to satisfactory performance
of the work. If the option for payment of a maximum amount applies:
– the Contract shall include a detailed budget;
– the Contractor shall be held to submit a financial statement together with each invoice;
– any advance payments by UNAIDS shall be used by the Contractor exclusively for the work in accordance with the
budget and any unspent balance shall be refunded to UNAIDS;
– payment by UNAIDS shall be subject to satisfactory performance and the acceptance of the Contractor’s financial
statements; and
– all financial reports shall be subject to audit by or on behalf of UNAIDS, including examination of supporting
documentation and relevant accounting entries in the Contractor’s books. In order to facilitate financial reporting
and audit, the Contractor shall keep systematic and accurate accounts and records in respect of the work.

Unless otherwise specified in the Contract, UNAIDS shall have no obligation to purchase any minimum quantities of
goods or services from the Contractor, and UNAIDS shall have no limitation on its right to obtain goods or services of
the same kind, quality and quantity as described in the Contract, from any other sources at any time..
5.1 Conditions of Contract
Any and all of the Contractor’s (general and/or special) conditions of contract are hereby explicitly excluded from the
Contract, i.e., regardless of whether such conditions are included in the Contractor’s offer, or printed or referred to on
the Contractor’s letterhead, invoices and/or other material, documentation or communications.
5.2 Responsibility
The Contractor will be responsible to ensure that the work performed under the Contract meets the agreed specifications
and is completed within the time prescribed. The Contractor shall facilitate the operational audit related to the execution
of the work and the compliance with the obligations set forth in the Contract, by persons so designated by UNAIDS. In
this regard, the Contractor shall make all relevant operational information, without restriction, available to persons so
designated by WHO and provide satisfactory explanations to all queries arising in connection therewith.
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5.3 Source of Instructions
The Contractor shall neither seek nor accept instructions from any authority external to UNAIDS in connection with the
performance of its services under this Contract. The Contractor shall refrain from any action which may adversely affect
UNAIDS and shall fulfill its commitments with the fullest regard to the interests of UNAIDS.
5.4 Warranties
The Contractor will warrant and represent to UNAIDS as follows:
1) The deliverables shall meet the specifications and shall function in a manner which is fully adequate to meet its
intended purpose. The Contractor furthermore warrants that the deliverables shall be error-free, in that the
Contractor shall correct any errors in the deliverables, free of charge, within fifteen days after their notification to the
Contractor, during a period of at least six months after completion of the work. It is agreed, however, that errors and
other defects, which have been caused by modifications to the deliverables made by UNAIDS without agreement
of the Contractor are not covered by this paragraph.
2) The deliverables shall, to the extent it is not original, only be derived from, or incorporate, material over which the
Contractor has the full legal right and authority to use it for the proper implementation of this Contract. The Contractor
shall obtain all the necessary licenses for all non-original material incorporated in the deliverables including, but not
limited to, licenses for UNAIDS to use any underlying software, application, and operating deliverables included in
the deliverables or on which it is based, so as to permit UNAIDS to fully exercise its rights in the deliverables and
the software without any obligation on UNAIDS’s part to make any additional payments whatsoever to any party.
3) The deliverables shall not violate any copyright, patent right, or other proprietary right of any third party and be
delivered to UNAIDS free and clear of any and all liens, claims, charges, security interest and any other
encumbrances of any nature whatsoever.
4) The Contractor, its employees and any other persons and entities used by the Contractor shall not violate any
intellectual property rights, confidentiality, right of privacy or other right of any person or entity whomsoever..
5) Except as otherwise explicitly provided in this Contract, the Contractor shall at all times provide all the necessary
on-site and off-site resources to meet its obligations hereunder. The Contractor shall only use highly qualified staff,
acceptable to UNAIDS, to perform its obligations hereunder.
6) The Contractor shall take full and sole responsibility for the payment of all wages, benefits and monies due to all
persons and entities used by it in connection with the implementation and execution of the Contract, including, but
not limited to, the Contractor’s employees, permitted subcontractors and suppliers.
The Contractor furthermore warrants and represent that the information provided by it to UNAIDS in response to the
RFP and during the bid evaluation process is accurate and complete. The Contractor understands that in the event The
Contractor has failed to disclose any relevant information which may have impacted UNAIDS’ decision to award the
Contract to The Contractor, or has provided false information, UNAIDS will be entitled to rescind the contract with
immediate effect, in addition to any other remedies which UNAIDS may have by contract or by law
5.5 Legal Status
The Contractor shall be considered as having the legal status of an independent contractor vis-à-vis UNAIDS, and
nothing contained in or relating to the Contract shall be construed as establishing or creating an employer/employee
relationship between UNAIDS, on the one hand, and the Contractor or any person used by the Contractor in the
performance of the work, on the other hand.
Thus the Contractor shall be solely responsible for the manner in which the work is carried out. UNAIDS shall not be
responsible for any loss, accident, damage or injury, suffered by the Contractor or persons or entities claiming under
the Contractor, arising during or as a result of the implementation or execution of the Contract, including travel, whether
sustained on UNAIDS premises or not.
The Contractor shall obtain adequate insurance to cover such loss, accident, injury and damages, before commencing
work on the Contract. The Contractor shall be solely responsible in this regard and shall handle any claims for such
loss, accident, damage or injury.
5.6 Relation Between the Parties
The Contract does not constitute a partnership between the Parties or does not constitute either Party as the agent of
the other.
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5.7 Waiver of Breach
The waiver by either Party of any provision or breach of the contract shall not prevent subsequent enforcement of such
provision or excuse further breaches.
5.8 Liability
The Contractor hereby indemnifies and holds UNAIDS harmless from and against the full amount of any and all claims
and liabilities, including legal fees and costs, which are or may be made, filed or assessed against UNAIDS at any time
and based on, or arising out of, breach by the Contractor of any of its representations or warranties under the Contract,
regardless of whether such representations and warranties are explicitly incorporated here in or are referred to in any
attached Appendices.
5.9 Assignment
The Contractor shall not assign, transfer, pledge or make other disposition of this Contract or any part thereof, or any of
the Contractor’s rights, claims or obligations under this Contract except with the prior written consent of UNAIDS.
5.10 Officials not to Benefit
The Contractor warrants that no official of UNAIDS 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 this Contract.
5.11 Indemnification
The Contractor shall indemnify and hold UNAIDS harmless, from and against the full amount of any and all claims and
liabilities, including legal fees and costs, which are or may be made, filed or assessed against UNAIDS at any time and
based on, or arising out of, the acts or omissions of the Contractor, or the Contractor’s employees, officers, agents,
partners or sub-contractors, in the performance of the Contract. This provision shall extend, inter alia, to claims and
liabilities 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, partners or sub-contractors.
5.12 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 this Contract, respect
the local customs, and conform to a high standard of moral and ethical conduct.
5.13 Subcontracting
Any intention to subcontract aspects of the Contract must be specified in detail in the proposal submitted. Information
concerning the subcontractor, including the qualifications of the staff proposed for use must be covered with same
degree of thoroughness as for the prime contractor. No subcontracting will be permitted under the Contract unless it is
proposed in the initial submission or formally agreed to by UNAIDS at a later time. In any event, the total responsibility
for the Contract remains with the Contractor.
The Contractor shall be responsible for ensuring that any and all subcontracts shall be fully consistent with the Contract,
and shall not in any way prejudice the implementation of any of its provisions.
5.14 Place of Performance
The place of performance of the work under the Contract shall be from distance, or as otherwise agreed with the
contractor.
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5.15 Language
The communications relating to the Contract and/or performance of the work there under shall be in English.
5.16 Confidentiality
1) Except as explicitly provided in the Contract, the Contractor shall keep confidential all information which comes to
its knowledge during, or as a result of, the implementation and execution of the Contract. Accordingly, the Contractor
shall not use or disclose such information for any purpose other than the performance of its obligations under the
Contract. The Contractor shall ensure that each of its employees and/or other persons and entities having access
to such information shall be made aware of, and be bound by, the obligations of the Contractor under this paragraph.
However, there shall be no obligation of confidentiality or restriction on use, where: (i) the information is publicly
available, or becomes publicly available, otherwise than by any action or omission of the Contractor, or (ii) the
information was already known to the Contractor (as evidenced by its written records) prior to becoming known to
the Contractor in the implementation and execution of this Contract; or (iii) the information was received by the
Contractor from a third party not in breach of an obligation of confidentiality.
2) The Contractor, its employees and any other persons and entities used by the Contractor shall furthermore not copy
and/or otherwise infringe on copyright of any document (whether machine-readable or not) to which the Contractor,
its employees and any other persons and entities used by the Contractor have access in the performance of this
Contract.
3) The Contractor may not communicate at any time to any other person, Government or authority external to UNAIDS,
any information known to it by reason of its association with UNAIDS which has not been made public except with
the authorization of UNAIDS; nor shall the Contractor at any time use such information to private advantage.
5.17 Title Rights
1) All rights pertaining to any and all deliverables under the Contract and the original work product leading thereto, as
well as the rights in any non-original material incorporated therein as referred in section 5.4.2 above, shall be
exclusively vested in UNAIDS..
2) UNAIDS reserves the right to revise the work, to use the work in a different way from that originally envisaged or to
not use the work at all.
3) At UNAIDS’s request, the Contractor shall take all necessary steps, execute all necessary documents and generally
assist UNAIDS in securing such proprietary rights and transferring them to UNAIDS in compliance with the
requirements of applicable law.
5.18 Termination and Cancellation
UNAIDS shall have the right to cancel the Contract (in addition to other rights, such as the right to claim damages):
1) In the event the Contractor fails to begin work on the date agreed, or to implement the work in accordance with
the terms of the Contract; or
2) In the event the progress of work is such that it becomes obvious that the obligations undertaken by the
Contractor and, in particular, the time of fulfillment, will not be respected.
In addition, UNAIDS shall be entitled to terminate the Contract (or part thereof), in writing:
1) At will with the provision of thirty (30) days prior notice in writing
2) With immediate effect (in addition to other rights, such as the right to claim damages), if, other than as provided
in the paragraph above, the Contractor is:
a. In breach of any of his material obligations under the Contract and fails to correct such breach within a
period of thirty (30) days after having received a written notification to that effect from UNAIDS; or
b. Adjudicated bankrupt or formally seeks relief of his financial obligations.
5.19 Force Majeure
No party to the Contract shall be responsible for a delay caused by force majeure, that is, a delay caused by reasons
outside such party’s reasonable control , it being agreed, however, that UNAIDS shall be entitled to terminate the
Contract (or any part of the Contract) forthwith if the implementation of the work is delayed or prevented by any such
reason for an aggregate of thirty (30) days. Such termination shall be subject to payment of an equitable part of the
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Contract sum and/or other reasonable charges. In the event of such termination, the Contractor shall, in accordance
with the ownership rights referred to in section 5.17 Title rights, deliver to UNAIDS all work products and other materials
so far produced.
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 UNAIDS, 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 UNAIDS of any other changes in conditions or the occurrence of any event which interferes
or threatens to interfere with its performance of this Contract. The notice shall include steps proposed by the Contractor
to be taken including any reasonable alternative means for performance that is not prevented by force majeure. On
receipt of the notice required under this Article, UNAIDS 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 this Contract.
5.20 Surviving Provisions
Those rights and obligations of the Parties as set forth in section 5 that are intended by their nature to survive the
expiration or earlier termination of the Contract shall survive indefinitely. This includes, but is expressly not limited to,
any provisions relating to UNAIDS’ right to financial and operational audit, conditions of contract, warranties, legal status
and relationship between the parties, breach, liability, indemnification, subcontracting, confidentiality, title rights, use of
the UNAIDS and WHO name and emblem, successors and assignees, insurance and liabilities to third parties,
settlement of disputes, observance of laws, privileges and immunities, no terrorism or corruption, foreign nationals and
compliance with UNAIDS policies.
5.21 Use of UNAIDS and WHO name and emblem
Without UNAIDS’s prior written approval, the Contractor shall not, in any statement of an advertising or promotional
nature, refer to the Contract or its relationship with UNAIDS and/or the World Health Organization (WHO) (which
provides the administration of UNAIDS, including its secretariat). In no case shall the Contractor use the name or the
emblem of UNAIDS and/or WHO, or any abbreviation thereof, in relation to its business or otherwise.
5.22 Successors and Assignees
The Contract shall be binding upon the successors and assignees of the Contractor and the Contract shall be deemed
to include the Contractor’s successors and assignees, provided, however, that nothing in the Contract shall permit any
assignment without the prior and written approval of UNAIDS.
5.23 Payment
Payment will be made against presentation of an invoice in a UN convertible currency (preferably US Dollars) in
accordance with the payment schedule contained in the Contract and subject to UNAIDS’s acceptance of satisfactory
performance of work. Any payments by UNAIDS to the Contractor shall reflect any tax exemptions to which UNAIDS is
entitled by reason of the immunity it enjoys. UNAIDS is exempt from all direct taxes, customs duties and the like and
the Contractor shall consult with UNAIDS so as to avoid the imposition of such charges. As regards duties and other
indirect taxes, the Contractor shall list such charges on invoices as a separate item and, to the extent required, cooperate
with UNAIDS to enable reimbursement thereof.
5.24 Title to Equipment
Title to any equipment and supplies that may be furnished by UNAIDS shall rest with UNAIDS and any such equipment
shall be returned to UNAIDS at the conclusion of this Contract or when no longer needed by the Contractor. Such
equipment, when returned to UNAIDS, shall be in the same condition as when delivered to the Contractor, subject to
normal wear and tear. The Contractor shall be liable to compensate UNAIDS for equipment determined to be damaged
or degraded beyond normal wear and tear.
5.25 Insurance and Liabilities to Third Parties
The Contractor shall provide and thereafter maintain:
(i) insurance against all risks in respect of its property and any equipment used for the execution of this Contract.
(ii) all appropriate workmen’s compensation insurance, or its equivalent, with respect to its employees to cover claims
for personal injury or death in connection with this Contract.
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(iii) 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 performance of work under the Contract or the operation of any
vehicles, boats, airplanes or other equipment owned or leased by the Contractor or its agents, servants, employees
partners or sub-contractors performing work in connection with the Contract.
Except for the workmen’s compensation insurance, the insurance policies under this section shall:
a) Name UNAIDS as additional insured;
b) Include a waiver of subrogation of the Contractor’s rights to the insurance carrier against UNAIDS;
c) Provide that UNAIDS shall receive written notice from the Contractor’s insurance carrier not less than thirty
(30) days prior to any cancellation or material change of coverage.
The Contractor shall, upon request, provide UNAIDS with satisfactory evidence of the insurance required under this
section.
5.26 Settlement of Disputes
Any dispute relating to the interpretation or application of the contract shall, unless amicably resolved, be subject to
conciliation. In the event of failure of the latter, the dispute shall be settled by arbitration. The arbitration shall be
conducted in accordance with the modalities to be agreed upon by the parties or, in the absence of agreement, with the
rules of arbitration of the International Chamber of Commerce. The parties shall accept the arbitral award as final.
5.27 Observance of the Law
The Contractor shall comply with all laws, ordinances, rules, and regulations bearing upon the performance of its
obligations under the terms of the Contract.
5.28 Authority to Modify
No modification or change in the Contract, no waiver of any of its provisions or any additional contractual relationship of
any kind shall be valid and enforceable unless signed by a duly authorized representative of both parties.
5.29 Privileges and Immunities
Nothing in or relating to this Contract shall:
– be deemed a waiver of any of the privileges and immunities of UNAIDS and/or the World Health Organization in
conformity with the Convention on the Privileges and Immunities of the Specialized Agencies approved by the
General Assembly of the United Nations on November 21, 1947 or otherwise under any national or international
law, convention or agreement.
– Be construed as submitting UNAIDS and/or WHO to any national jurisdiction
5.30 No Terrorism or Corruption
The Contractor warrants that:
(i) it is not and will not be involved in, or associated with, any person or entity involved in terrorism, that it will not make
any payment to any such person or entity and that it will not enter into any employment or subcontracting relationship
with any such person or entity; and
(ii) it shall not engage in any illegal, corrupt, fraudulent, collusive or coercive practices in connection with execution of
the Contract.
The Contractor agrees that breach of this provision is a breach of an essential term of the Contract.
Any payments used by the Contractor for the promotion of any terrorist activity or any illegal, corrupt, fraudulent, collusive
or coercive practice shall be repaid to UNAIDS without delay
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5.31 Personnel
5.31.1 Approval of Contractor Personnel
UNAIDS reserves the right to approve any employee, subcontractor or agent furnished by the Contractor and
Contractor’s consortium partners for the performance of the work under the Contract (hereinafter jointly referred to as
“Contractor Personnel”).. All Contractor Personnel must have appropriate qualifications, skills and levels of experience
and otherwise be adequately trained to perform the work. UNAIDS reserves the right to undertake an interview process
as part of the approval of Contractor Personnel.
The Contractor acknowledges that the qualifications, skills and experience of the Contractor personnel proposed to be
assigned to the project are material elements in UNAIDS’s engaging the Contractor for the project. Therefore, in order
to ensure timely and cohesive completion of the project, both parties intend that Personnel initially assigned to the
project continue through to project completion. Once an individual has been approved and assigned to the project, such
individual will not, in principle, thereafter be taken off the project by the Contractor to other duties. Circumstances may
arise, however, which necessitate that Personnel be substituted in the course of the work e.g. in the event of promotions,
termination of employment, sickness, vacation or other similar circumstances, at which time a replacement of
comparable qualifications, skills and experience may be assigned to the project, subject to approval of UNAIDS.
UNAIDS may refuse access to or require replacement of any Contractor Personnel if such individual renders, in the sole
judgment of UNAIDS, inadequate or unacceptable performance, or if for any other reason UNAIDS finds such individual
does not meet its his/her security or responsibility requirements. The Contractor shall replace such an individual within
fifteen (15) business days of receipt of written notice from UNAIDS. The replacement will have the required
qualifications, skills and experience and will be billed at a rate that is equal to or less than the rate of the individual being
replaced.
5.31.2 Project Managers
Each party shall appoint a qualified project manager (“Project Manager”) who shall serve as such party’s primary liaison
throughout the course of the project. The Project Manager shall be authorized by the respective party to answer all
questions posed by the other party and convey all decisions made by such party during the course of the project and
the other party shall be entitled to rely on such information as conveyed by the Project Manager.
The Project Managers shall meet on regular basis in order to review the status of the project and provide UNAIDS with
reports. Such reports shall include detaile time distribution, information in the form requested by UNAIDS and shall cover
problems, meetings, progress and status against the implementation timetable.
5.31.3 Foreign Nationals
The Contractor shall verify that all Contractor Personel is legally entitled to work in the country or countries where the
work is to be carried out. UNAIDS reserves the right to request the Contractor to provide UNAIDS with adequate
documentary evidence attesting this for each Contractor Personel. Each party hereby represents that it does not
discriminate against individuals on the basis of race, gender, creed, national origin, citizenship.
5.31.4 Compliance with UNAIDS Policies
The Contractor shall at all times comply with and ensure that the Contractor and each of its subcontractors and their
employees and agents comply with any applicable laws and regulations and any UNAIDS policies and reasonable
written direction and procedures relating to: (i) occupational health and safety, (ii) security and administrative
requirements, including, but not limited to computer network security procedures, (iii) sexual harassment, (iv) privacy,
(v) general business conduct and disclosure, (vi) conflicts of interest and (vii) business working hours and official
holidays.
In the event that the Contractor becomes aware of any violation or potential violation by the Contractor, its subcontractor
or any of their employees or agents, of any laws, regulations, UNAIDS policies or of other UNAIDS reasonable written
directions and procedures, the Contractor shall immediately notify UNAIDS of such violation. UNAIDS, in it sole
discretion, shall determine the course of action to remedy such violation or prevent such potential violation, in addition
to any other remedy available to UNAIDS under the Contract or otherwise.
5.31.5 Ethical Behaviour
UNAIDS, the Contractor and each of the Contractor’s partners, subcontractors and their employees and agents shall
adhere to the highest ethical standards in the performance of the Contract. In this regard, the Contractor shall also
ensure that neither Contractor nor its partners, subcontractors, agents or employees will engage in activities involving
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child labor, trafficking in arms, promotion of tobacco or other unhealthy behaviour, or sexual exploitation or
discrimination.
5.31.6 Engagement of Third Parties and use of In-house Resources
The Contractor acknowledges that UNAIDS may elect to engage third parties to participate in or oversee certain aspects
of the project and that UNAIDS may elect to use its in-house resources for the performance of certain aspects of the
project. The Contractor shall at all times cooperate with and ensure that the Contractor and each of its partners,
subcontractors and their employees and agents cooperate, in good faith, with such third parties and with any UNAIDS
in-house resources.
5.31.7 Zero tolerance for sexual exploitation and abuse
UNAIDS has zero tolerance towards sexual exploitation and abuse. In this regard, and without limiting any other
provisions contained herein:
1. each legal entity Contractor warrants that it will:
(i) take all reasonable and appropriate measures to prevent sexual exploitation or abuse as
described in the UNAIDS Policy on Sexual Exploitation and Abuse Prevention and Response
by any of its employees and any other persons engaged by it to perform any services under the
Contract; and
(ii) promptly report to UNAIDS and respond to, in accordance with the terms of the Policy, any
actual or suspected violations of the Policy of which the contractor becomes aware; and
2. each individual Contractor warrants that he/she will
(i) not engage in any conduct that would constitute sexual exploitation or abuse as described in
the UNAIDS Policy on Sexual Exploitation and Abuse Prevention and Response; and
(ii) promptly report to UNAIDS in accordance with the terms of the Policy, any actual or suspected
violations of the Policy of which the Contractor becomes aware.