AGREEMENT BETWEEN NGO

AGREEMENT BETWEEN
MOON VOICE EMPOWERMENT
AND

-----------------------------

date:----------------

This AGREEMENT (hereinafter called this AGREEMENT) is made on the ---------------- between XXX
a society registered -----------------having its office at ……………, hereinafter called the PARTNER,
which unless repugnant to the contrary shall include its successors, administrators, heirs, assigns and
nominees OF FIRST PART

NOW THEREFORE the parties hereto hereby agree as follows:

1. Documents
The following documents shall be deemed to form an integral part of this AGREEMENT:
(a) SECTION I - Terms and Conditions of this AGREEMENT.
(b) SECTION II – Approved Project Proposal and Detailed Implementation Plan, and performance
indicators describing the SERVICES to be performed;
2. Previous Communications
This AGREEMENT between the parties supersedes all previous communications, whether oral or
written, in relation to the implementation of the SERVICES to be undertaken in accordance with this
AGREEMENT.
3. Implementation of the SERVICES
The PARTY/ NGO shall in accordance with the terms and conditions as specified in Section I of this
AGREEMENT implement the SERVICES as described in Section II of this AGREEMENT. The PARTY
/ NGO shall submit to MVE necessary documents and reports as specified in this AGREEMENT.
4. Duration of this AGREEMENT
This AGREEMENT shall remain in FORCE from ________ to _________ unless terminated earlier in
accordance with the provision of this AGREEMENT or in the event the period is extended through a
mutually agreed amendment to this AGREEMENT. The total duration of the AGREEMENT including
extension, if any, shall not exceed a period of one year or as applicable.

IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be signed in their
respective names as the day and year first above written.

FOR AND ON BEHALF OF THE NGO

Signed by (1) Signed by (2)

In the presence of

Signature of Witness 1 Signature of Witness 2 Name :

Name: Name:
Date: Date:
FOR AND ON BEHALF OF THE PARTY
In the presence of

Name:
Position:
Signature:
Date:

Signature of Witness 1 Signature of Witness 2

Name: Name:
Address: Address:

Date: _______
Location:_____
Section I. Terms and Conditions of this AGREEMENT

1. Construction of this AGREEMENT

1.1 This AGREEMENT shall be governed by and construed in accordance with the laws of Malaysia.

2. Definitions

2.1. “NGO” means the NonGovernment Organization (NGO) or non•profit institution or non•profit
association that is a party to this AGREEMENT. In case of a NGO network implementing this
AGREEMENT, the Lead PARTY shall be a party to this AGREEMENT.

2.2. “AGREEMENT” means this AGREEMENT between the MV EMPOWERMENT and the NGO
consisting of this AGREEMENT and the documents listed in Clause 4 therein.

2.3. “SERVICES” means those activities related to targeted interventions (as defined hereinafter) that
shall be performed by the NGO for which the NGO has agreed to provide funds and which are
specifically defined in Section II of this AGREEMENT.

3. Instructions and Approvals

3.1. `The NGO shall carry out the SERVICES with due diligence and efficiency and in conformity
with appropriate administrative, technical, financial, economic, environmental and social standards and
practices, and in accordance with the provisions of this AGREEMENT.

3.2. No variation in the Approved Proposal and/or the Implementation Plan and/or the budget shall be
valid or binding unless expressly agreed to in writing by the NGO and the NGO in the form of an
Amendment. Each Amendment shall be allotted a distinctive number and shall constitute a part of the
current agreement.
3.3. The NGO shall not provide grant funds in respect of work done outside the scope of work and/or
the geographical area as defined in Section II of this AGREEMENT and takes no responsibilities
whatsoever for such work.

4. General Provisions

4.1. Nothing contained in this AGREEMENT shall be construed or have effect as constituting a
relationship of employer and employee or principal and agent between the NGO and the
NGO. The NGO for this purpose refers to its own employees, whether permanent or contractual and any
persons, association, institution and organization acting on behalf of the NGO.

4.2. The NGO shall be responsible for all acts and omissions of its employees and any persons,
associations, institutions or organizations engaged by the NGO including the NGO’s network partners (if
any) and service providers (if any), whether or not in the course of implementing the SERVICES and for
the health, safety and security of such persons or entities and their property.

4.3. The NGO shall indemnify the NGO in respect of any claims made against the NGO pursuant to
the implementation of the SERVICES including legal costs incurred by the NGO in defending such
claims.

5. Financial Limit

5.1. The financial limit under this AGREEMENT shall be the amount stated in Clause 4 on the third
page of this AGREEMENT.

5.2. If the NGO becomes aware of the misuse of funds by the NGO or its employees or agents, the
NGO reserves the right to stop all future disbursements and shall initiate action to recover all the amounts
disbursed to the NGO under this AGREEMENT

5.3. Grant funds are only to be used for the purpose stated in the Section II of this AGREEMENT and
shall not be used as a source of profit.
5.4. In such cases where the NGO is not able to meet the disbursement schedule as stated in Section III
the same shall be notified to the NGO and the expected delay be agreed upon. Any additional costs
incurred by the NGO for generating funds to keep the SERVICES operational during the period of delay
shall be reimbursed on an agreed basis (bank interest rate of lending) by The Ngo over and above the
financial limit agreed upon.

5.5. Budget revisions may not necessarily increase the financial limit and if any agreed revisions
results in a financial limit increase/decrease the same may be made operational through an amendment to
this AGREEMENT and appropriately serially numbered.
6. Amendment
This AGREEMENT shall be amended by written mutual consent of the parties to this AGREEMENT.
The amendments shall be documented and allotted a distinctive number.
SECTION 2
1. Participation and Obligations of the Partner Implementation of the Project

I. The Partner shall take all reasonable precautions to avoid any conflict of interest. There is a
conflict of interest when the impartial and objective implementation of this Agreement is
compromised for reasons involving family, emotional life, political or national affinity, economic
interest or any other shared interest with another person or party. Should a conflict of interest
arise, the Partner shall bring this immediately to the attention of MOON VOICE
EMPOWERMENT.
2. Other Provisions
i. No Party to Benefit
The Parties to this Agreement guarantee that no member of the Partner, Partner Personnel, or the NGO
has been or shall be offered any direct or indirect benefit arising from this Agreement or the award
thereof.
ii. Anti-Corruption and Anti-Fraud Practices
The Partner acknowledges and agrees that, the Parties shall have zero tolerance for corrupt and fraudulent
practices, or any other form of misconduct including conflict of interest.
iii. The Parties shall commit to adhering to the highest ethical and professional standards, both
within their respective organizations and externally, in conformity with their humanitarian
 nature, including integrity and accountability in the use of Project resources. Compliance
with Legislation.
iv. The Partner shall, at its own expense, comply with all applicable laws and regulations of
its country of establishment and/or operation, and assume all liabilities and obligations
imposed by any law or regulation with respect to its performance under this Agreement.
v. Copyright, Patents and Other Proprietary Rights
vi. Unless otherwise agreed on a case-by-case basis where the partner provides a meaningful
financial contribution to the Project, THE NGO shall be entitled to all intellectual property
and other proprietary rights. This includes, but is not limited to, patents, copyrights,
trademarks and databases, with regard to products or documents and other materials which
bear a direct relation to or are produced, prepared or collected as a result of or in the
course of the execution of this Agreement.
vii. To the extent that any such intellectual property or other proprietary rights consist of any
intellectual property or other proprietary rights of the Partner that pre-existed the
performance by the Partner of its obligation under this Agreement, or that the Partner may
develop or acquire, or may have developed or acquired, independently of the performance
of its obligations under this Agreement, NGO does not and shall not claim any ownership
interest thereto.
viii. At MVE’s request, the Partner shall take all necessary steps, execute all pertinent
documents and generally assist in securing such proprietary rights and transferring them to
MVR in compliance with the requirements of the applicable law and of this Agreement.
ix. Subject to the foregoing provisions all data compiled by or received by the Partner under
this Agreement, including maps, drawings, plans, reports, estimates, recommendations and
other documents, shall be the property of MVE, shall be made.
3. Confidentiality
i. The Parties shall respect the confidentiality of all Information pertaining to the Project.
ii. Should the Partner wish to disclose Information produced in the exercise of this Agreement
to a third party, it must seek MVE’s prior consent to such disclosure.
iii. Information that was in either Party’s possession prior to the performance of this Agreement
or which came in either Party’s possession independently from the performance of this
Agreement and which is delivered or disclosed by one Party (“Discloser”) to the other Party
(“Recipient”) during the course of performance of this Agreement shall be held in confidence
by the Recipient and shall be disclosed only upon the consent of the other Party in writing.
Furthermore, the Recipient shall use the same care and discretion to avoid disclosure,
publication or dissemination of the Discloser’s Information as it uses with its own similar
 Information that it does not wish to disclose, publish or disseminate, and use the Discloser’s
Information solely for the purpose for which it was disclosed.
iv. The Partner acknowledges that MVE’s Information, including Personal Data, is subject to
privileges and immunities accorded to MVE and that as a result any such Information is
inviolable and cannot be disclosed, provided or otherwise made available to, or searched,
confiscated or otherwise be interfered with by any person, unless such immunity is expressly
waived in writing by MVE. To ensure compliance with the privileges and immunities of
MVE, the Partner shall segregate Information provided by MVE or generated by the Partner
under this Agreement to the fullest extent possible.
v. The Recipient shall not be precluded from disclosing Information that is (i) obtained by the
Recipient without restriction from a third party who is not in breach of any obligation as to
confidentiality to the owner of such Information or any other person, or (ii) disclosed by the
Discloser to a third party without any obligation of confidentiality, or (iii) previously known
by the Recipient, or (iv) at any time is developed by the Recipient completely independently
of any disclosures hereunder, or (v) information that the Partner may be required by law to
disclose, to the extent required by law and provided that, subject to and without any waiver of
the privileges and immunities of MVE, the Partner shall give MVE sufficient prior notice of a
request for the disclosure of Information in order to allow MVE to have reasonable
opportunity to take protective measures or such other actions as may be appropriate before
any such disclosure is made.

4. Force Majeure and Other Changes in Condition

i. If during the period covered by this Agreement, the Partner is prevented from carrying out
its obligations under this Agreement, this fact shall be reported to MVE, whereupon the
Parties shall agree what arrangements, if any, shall be made to further implement, curtail
or terminate this Agreement.
ii. Should the number of the Population of Concern, for whom assistance was foreseen under
the Project, significantly change from the number originally envisaged, or if for any
reason, changed circumstances reduce or increase the need for assistance as originally
foreseen, MVE shall be immediately informed so that, after mutual consultation, MVE
may adapt its participation in the Project to the new situation or discontinue it as the
circumstances may warrant.
iii. In the event of any occurrence constituting force majeure, the Partner shall give notice and
full particulars in writing to MVE as soon as possible, if the Partner is thereby rendered
unable, wholly or in part, to perform its obligations under this Agreement.
 iv. The Parties shall consult on the appropriate action to be taken, which may include
termination of this Agreement, with either Party giving to the other at least seven days
written notice of such Termination.
v. Force majeure as used in this Agreement means any unforeseeable and irresistible act of
nature, any act of war (whether declared or not), invasion, revolution, insurrection,
terrorism, or any other acts of a similar nature or force, provided that such acts arise
from causes beyond the control and without the fault or negligence of the Partner and that
such acts or unrest were not in existence at the time that the Project started or reasonably
contemplated at the time that the Project was defined.
5. Termination
i. In the event of this AGREEMENT being terminated, the NGO shall take such steps as are
necessary to bring the SERVICES to a close in a cost effective, timely and orderly
manner.
ii. Termination is the cessation of this Agreement prior to the end of the Project
Implementation Period. Either Party may terminate this Agreement without cause at any
time by giving ninety (90) days advance written notice to the other Party.
iii. In the event of termination, both Parties shall strive to ensure that there is no adverse
impact on the MVE. The Parties shall develop an action plan for proper winding down of
the Agreement.
iv. MVE may terminate this Agreement with cause at any time with immediate effect by
giving written notice to the Partner. For this purpose, cause is defined as:
a. Failure of no progression from the NGO for min 6 months in any projects;
b. Violation of laws, use of child labor, corruption and anti-personnel mine
manufacture.
c. Failure of the Partner to take appropriate measures to prevent abuse, misconduct of
its personnel, or failure to investigate allegations of the same and to take
disciplinary and corrective actions when misconduct is found to have occurred.
d. Refusal or failure to execute any substantial work, or separable part thereof, or
serious violation of this Agreement, including a violation that damages the
credibility or reputation of MVE.
e. A significant curtailment of MVE’s mandate, funds or activities that renders the
continuation of this partnership no longer possible.
 i. MVE may, without prejudice to any other right or remedy it may have under the
terms of these conditions, terminate this Agreement with cause at any time with
immediate effect by giving written notice to the Partner if the Partner is adjudged
bankrupt, or liquidated or become insolvent, or if the Partner makes an assignment
for the benefit of its creditors, or if a Receiver is appointed on account of the
insolvency of the Partner.
ii. The Partner shall immediately inform MVE of the occurrence of any of the above
events.
iii. Upon written notice of termination of this Agreement pursuant, the Partner shall,
except when otherwise directed by MVE, take immediate steps for the orderly
conclusion of activities whilst reducing expenses to a minimum, refrain from
undertaking any further or additional commitments under this Agreement, withdraw
Partner Personnel, transfer to MVE all completed or partly completed works, settle
or terminate all contractual liabilities, settle all financial obligations, and render a
final financial and narrative report to MVE within the timeframe specified by MVE.
iv. In the event of termination, no payment shall be due from MVE to the Partner
except for work and services satisfactorily performed in conformity with this
Agreement prior to the date of termination. MVE shall not be liable for any
expenditure or commitment in excess of remittances actually made, unless these
were expressly authorized in writing by MVE. Upon MVE settlement of the
authorized payment, MVE shall be relieved from any further obligations under this
Agreement or liability for compensation.
v. In the event of termination, the Partner shall render to MVE reports meeting the
requirements of the final reports otherwise due at the normal expiry of the term of
this Agreement.
vi. the Partner shall be bound to compensate MVE for all damages and costs, including,
but not limited to, all costs incurred by MVE in any legal or non-legal proceedings
even if the Partner is adjudged bankrupt, is granted a moratorium or stay, or is
declared insolvent.