Catholic Relief Services

Expression of Interest (EOI) – Sub‑Recipient Selection under GC7

The Catholic Relief Services (CRS) is issuing this Expression of Interest (EOI) to identify suitable organizations for potential engagement as Sub‑Recipients (SRs) to implement the Community-led Monitoring (CLM) component of the Global Fund GC7, as sub-recipient from April 1, 2026, to June 30, 2027.

1. Background

In September 2023, the Catholic Relief Services (CRS) was selected by the Global Fund to serve as a Principal Recipient for the Global Fund Malaria/RSSH grant for Grant Cycle 7 (GC7) following a competitive bidding process. CRS is leveraging its global expertise in malaria, health systems strengthening, and Global Fund projects to oversee and enhance various interventions in collaboration with the Ministry of Health (MOH). These interventions include:

– Vector control

– Case management

– Prevention of malaria in pregnancy

– Health product management systems

– Health management information systems and monitoring & evaluation (M&E)

– Human resources for health

– Program management

– Laboratory system strengthening

– Community health system strengthening

– Specific prevention interventions

Community-led monitoring (CLM), as a key intervention under community health system strengthening, enables communities, especially people who use health services, take the initiative to identify, regularly monitor, and advocate to improve issues that affect them. It is considered an effective tool for strengthening community leadership and contributing to the quality, availability, accessibility, and affordability of care promoting accountability, fostering sustainability and community ownership.

Activities of CLM were previously implemented by a civil society organization (CSO), with funding from the Global Fund for the first 18 months of the Grant Cycle 7, which ended December 31, 2025. To ensure continuity of the intervention, CRS hereby invites Requests For Proposal (RFP)” from eligible Civil Society Organizations (CSOs) interested in participating in the implementation of Community-Led Monitoring interventions under the Global Fund GC7 grant as Sub-Recipient.

1. Detailed scope of work
2. Technical Scope

• Operational implementation of the CLM: coordinate the collection of community data on access, quality and state of healthcare in HIV, TB and malaria services.
• Managing data collectors: overseeing their training, deployment, data reporting and ethical compliance with the collection process.
• Regular data transmission: ensuring that data is synthesized, transmitted to the national community consultative group (CCG) and validated before dissemination or advocacy.
  • Ensure that monthly data collection visits are conducted in targeted health facilities.
  • Conduct quarterly supportive supervision in support of routine data collection activities.
• The National CCG Technical Secretariat: support the holding of meetings, documentation of CCG activities, and liaison with partners.
• Support for decentralized structures: supporting the animation of CCGs at the county, district and community levels, and strengthening the capacities of partner CSOs.
  • Hold quarterly community sensitization sessions to inform community members about CLM.
• Accountability: publish validated results and provide feedback to communities and health structures.
• Engage duty bearers: engage Ministry of Health staff from facility level to national level, documenting commitments after the generation of solutions from communities and health structures.

2. Geographical Scope

CLM will be implemented in communities and counties with high burden of HIV, TB, and Malaria.

• HIV: Montserrado, Margibi, Grand Bassa, Bong, Nimba
• TB: Montserrado, Margibi, Bong, Nimba, Grand Bassa, and other slum communities
• Malaria: Grand Gedeh, Maryland, Rivergee, Sinoe, Montserrado, Nimba, and other high burden communities
• Instructions to Applicants

1. Guidelines for Submission

Organizations requiring clarity on the process should write to LiberiaCLM@crs.org no later than 5:00 pm on February 27, 2026. Written responses will be shared and made public no later than March 6, 2026, at 5:00 pm.

Catholic Relief Services (CRS) is Principal Recipient (PR) for this opportunity. Therefore, all interested organizations are required to submit their Expression of Interest directly to CRS, in accordance with the instructions outlined in the eligibility requirements above. The applicable terms and conditions that will govern this agreement are in Annex 1.

2. Page Numbering Requirement

To facilitate the review process by the selection committee, all applicants are required to number each page of their application consecutively. Page numbers should be clearly marked at the bottom of each page of the application packet. Failure to comply with this requirement may result in reduced clarity during the evaluation process and could negatively impact the review of the submission.

3. Submission Method

Applicants must submit their proposals in two (2) separate sealed envelopes, enclosed in an outer sealed envelope (where each envelope must be marked with applicant’s name and contact information) clearly labeled with the subject line:

• Envelope No. 1: EOI – SR Selection Eligibility Screening.
• Envelope No. 2: EOI – SR Selection Technical & Organizational.

EOIs should be submitted directly to CRS in hard copy in sealed envelopes. Kindly provide three hard copies of the application packet.

Applications submitted through any other channel or sent to external partners will not be considered.

4. Submission Deadline

All EOI must be received by CRS no later than Friday, March 13^th, at 12:00 noon Liberia local time. Please note that late RFP submissions will not be evaluated.

Submission of EOI does not guarantee selection or funding.

5. Selection Process

The selection process will be conducted in three (3) steps:

• Step 1: Eligibility Screening (pass/fail)

CRS will review all proposals based on eligibility, experience, technical capacity, and alignment with program objectives. This is a pass or fail gateway. Failing in any of the requirements will lead to the application disqualification from the process.

• Step 2: Technical & Organizational Scoring (100 points)

The Selection Committee will score EOI using predefined criterion:

• Geographic coverage (15 points)
• Program Management System (9 points)
• Past Performance/Organizational Experience (21 points)
• Technical Vision/Approach (20 points)
• Human Resources (15 points)
• Financial Management System (10 points)
• Safeguarding (10 points)

• Step 3: Due Diligence Visit and Financial Management Systems Assessment

CRS Team will conduct a risk and capacity assessment for the top ranked applicant as per CRS Subrecipient Financial Management Policy (SRFMP).

This assessment will confirm whether CRS can safely manage grant funds through the selected applicant and define risk mitigation measures (reporting frequency, payment modality, supervision)

• Step 4: Final Decision (informed by the due diligence and financial management system assessment)

The financial assessment report will be shared with the Selection Committee for decision making. The output of the assessment report does not re-score technical evaluation.

6. Step 1: Eligibility Screening (Pass/Fail)

CRS is looking forward to partner with an organization that shall be Sub-recipients to the Global Fund Malaria grant to implement CLM activities detailed above. To be considered for award as SR, interested organisations must provide information and documentation demonstrating relevant experience and fulfilment of the eligibility criteria:

Governance and legal setup: The SR shall demonstrate that it is a legally registered organization, licensed to operate under the laws of Liberia throughout the country, or within the scope of the operational geographies for this project. As a minimum, the applicant should submit the following:

1. Valid business registration certificate,
2. Valid tax clearance,
3. Leases for main office and sub-offices, or other evidence of physical presence shall be submitted.
4. Proof of physical presence in at least four of the following counties: Montserrado, Margibi, Grand Bassa, Nimba, Maryland, Bong, Sinoe, Grand Gedeh, Rivergee.

Failure to submit the business registration certificate, tax clearance, and proof of physical presence will automatically exclude an application.

7. Step 2: Technical & Organizational Scoring

Only applications that pass step 1 will be evaluated. The Selection Committee Members will each receive and complete individual scoring sheets/checklists/evaluation grids to rate applications.

a. Program Management System: The existence of a robust program management system to manage the implementation of activities should be demonstrated by the applicant. A clear linkage to the community health system strengthening is required. Describe the following in 500 words or less:

1) How project tasks related to CLM will be determined,

2) creation of CLM schedules, and

3) the tracking of different CLM activities.

b. Past Performance/Organizational Experience: Provide up to five (5) detailed descriptions, including donors/partners, budget details, geographical location and timelines, of the organization’s experience working on any CLM project, and other project including collection and analysis of community health data. Highlight pertinent experience with Global Fund programming. Specifically, please address the following for each project:

1) Geographic coverage of the activity, and at what level(s) did you engage (e.g. county, district, community)

2) Engagement with Key Populations and other vulnerable groups – please share how this is done through current or past relevant programming.

3) Coordinating the efforts of community implementation.

4) Data collection, analysis, and data use for advocacy.

5) Use of data to influence decision-makers and improve health services.

6) Experience with digital data collection.

7) Previous experience using data to create evidence-driven advocacy (using tools like Score Cards or SMS surveys).

c. Technical Vision/Approach: SR to provide a brief technical approach for CLM under the Global Fund GC8 grant. Please address the below in a narrative of no more than 1000 words.

Please cite where and how you will implement activities, and how you will engage with the health sector as well as vulnerable populations/key populations to ensure the quality of malaria, HIV, and TB services.

Provide a brief description of how CLM data will be collected from the generating source at the community level, through to data use for advocacy. Include the steps of collecting, cleaning, and analyzing both qualitative and quantitative data.

d. Human Resources: The proposed HR structure to manage the grant and detailed responsibilities of each human resource shall be described by the applicant in its application. In addition, at least four CVs of proposed relevant human resources (Executive Director, Program Manager, M&E Manager, Finance Manager), as well as an organogram of the organization, should be provided. Please make note of staffing who are members of Key Populations served by Global Fund grants.

e. Financial Management System: Describe the organization’s financial management systems in place to govern funds, expenditure and assets. Attach the most recent external audit of the organization, if available. As a minimum, the following should be provided:

1) Systems and processes in place to track financial transactions, monitor absorption and analyze financial performance.

2) How financial reports are prepared/generated and controls surrounding financial reporting to donors.

f. Safeguarding: Please describe your existing safeguarding and protection policies and/or procedures, including reporting and referral mechanisms, and describe how risks of gender‑based violence will be identified and mitigated.

g. Scoring Matrix

The below table summarizes the criteria and its potential maximum scoring out of 100 total points.

8. Tie-Breaking Rule

In the event of a tie in final scores (Technical Score), CRS will apply the following criteria to determine the winning bidder:

• Priority 1: Critical Technical Categories. The Bidder with the higher combined score in two criteria: Tech03 (Past Performance) and Tech04 (Technical Vision including data collection, analysis and management), shall be selected.
• Final Tiebreaker (If Necessary). Should a tie persist after applying Priority 1, the Bidder with the higher score in the Financial management system Criteria (Tech06) shall be selected.

9. Step 3: Due Diligence Visit and Financial Assessment

For the applicant with the highest technical score, CRS team will conduct:

• Financial management & internal controls assessment
• Risk classification (strong / sufficient / inadequate controls)
• Identification of mitigation measures (ICIP if needed)

10. Step 4: Final Decision (informed by the financial assessment)

The team’s results will be shared with the bid committee for final decision‑making.

11. Rejection of award

This EOI does not obligate CRS to execute an agreement, nor does it commit CRS to pay any costs incurred in the preparation and submission of the proposals. Furthermore, CRS reserves the right to reject any and all applications, if such action is considered to be in the best interest of CRS. CRS may reject any application that is not substantively responsive to the terms and conditions of the EOI.

Annex 1: Standard Terms and Conditions

STANDARD TERMS AND CONDITIONS

ARTICLE 1

PROGRAM IMPLEMENTATION

1.1 Program Implementation Description. The details of the Program, the Program Activities and related implementation arrangements are set forth in Annex A (the “Program Implementation Description”). The Sub-recipient shall implement the Program as described in the Program Implementation Description in a prompt, professional and satisfactory manner. The Sub-recipient warrants that its work shall be performed and completed in accordance with generally accepted and applicable industry standards, practices and principles. Time is of the essence in the performance of this Agreement. The Program Implementation Description is not intended to be a complete statement of all activities that the Sub-recipient may be required to perform under this Agreement. During the Implementation Period, CRS may, in consultation with the Sub-recipient, make additions or other modifications to the Program. Any such additions or modifications must be made in writing and are subject to the approval of the Global Fund.

1.2 Program Framework(s). The “Performance Framework(s)” attached to Annex A (the “Performance Framework(s)”) set forth the main objectives of the Program, key indicators, intended results, targets and reporting periods of the Program.

1.3 Program Budget. The Sub-recipient shall implement the Program in accordance with the detailed Program budget agreed with CRS (the “Budget”) and adhere to the provisions of the Global Fund’s “Guidelines for Grant Budgeting” (as amended from time to time), available at the Global Fund’s Internet site, throughout the Implementation Period. The Budget is attached to Annex A.

ARTICLE 2

DEFINITIONS; INTERPRETATION

2.1 Short Title. These Standard Terms and Conditions may be cited as the “Standard Terms and Conditions”.

2.2 Definitions. Except where the context otherwise specifies, the following terms wherever used in this Agreement shall have the meanings defined below. Capitalized terms used, but not defined, in these Standard Terms and Conditions shall have the meaning given to them elsewhere in this Agreement.

Agreement has the meaning set forth in the Cover Letter;

Auditing Guidelines means the Global Fund’s “Guidelines for Annual Audit of Global Fund Grants” (as may be amended from time to time), available at the Global Fund’s Internet site;

CCM means the Country Coordinating Mechanism in the Host Country, which is a country-level public-private coordination body and whose role is, among others, to (i) coordinate the development of Funding Request(s) to the Global Fund for relevant Program(s) based on priority needs at the national level and (ii) oversee the implementation of Program Activities;

Code of Conduct for Recipients means the Global Fund’s “Code of Conduct for Recipients of Global Fund Resources” (as may be amended from time to time), available at the Global Fund’s Internet site;

Code of Conduct for Suppliers means the Global Fund’s “Code of Conduct for Suppliers” (as may be amended from time to time), available at the Global Fund’s Internet site;

Codes of Conduct means the Code of Conduct for Recipients and the Code of Conduct for Suppliers;

Cover Letter means the accompanying cover letter signed by CRS and the Sub-recipient that forms part of this Agreement;

CRS has the meaning set forth in the Cover Letter;

Disbursement means an act by CRS or another entity to effect a transfer of Grant Funds to the designated bank account of the Sub-recipient or a third party on behalf of the Sub-recipient, all in accordance with this Agreement;

Effective Date has the meaning set forth in the Cover Letter;

Funding Request means a written proposal prepared for a Program or, as the case may be, Programs in accordance with the requirements of the Global Fund;

Global Fund has the meaning set forth in the Cover Letter;

Government Entity, in respect of the Host Country, means a branch, ministry, division, department, unit or an agency, instrumentality or other entity of the government of the Host Country at any level, or any entity or organization, in which the government of the Host Country at any level is a majority shareholder or over whose operations the government of the Host Country at any level has control or substantial influence;

Grant Funds means the funds specified in this Agreement, which CRS, subject to the terms and conditions set forth in this Agreement, agrees to make available to the Sub-recipient in the form of a grant for the implementation of the Program;

Health Product means: (i) pharmaceuticals; (ii) durable and non-durable in vitro diagnostic products, microscopes and imaging equipment; (iii) mosquito nets; and (iv) consumable/single use health products (including insecticides, therapeutic nutritional support, general laboratory items and injection syringes);

Health Products Guide means the Global Fund’s “Guide to Global Fund’s Policies on Procurement and Supply Management of Health Products” (as may be amended or substituted from time to time), available at the Global Fund’s Internet site;

Host Country means the country or an economic territory in which the Program is implemented and is specified in the Cover Letter;

Implementation Period means the period in which the relevant Program Activities are scheduled to be implemented and completed and is specified in the Cover Letter;

Intellectual Property means, without limitation, data, inventions, creative works, research data, films, photographs, graphic works, computer programs and computerized materials, books, articles, writings, video and audio recordings, Internet and other electronic materials and all matters embodying any of the foregoing.

LFA means the Local Fund Agent that is engaged by the Global Fund to provide oversight, verification or reporting services to the Global Fund concerning Program implementation in the Host Country and is specified in the Cover Letter;

Program means the program designed to utilize Grant Funds to fight HIV/AIDS, tuberculosis or malaria, support resilient and sustainable systems for health; contribute to pandemic preparedness and response and support activities as approved by the Global Fund Board, in the Host Country and is named in the Cover Letter and described in Annex A;

Program Activities means activities directly supporting or relating to the implementation of the Program or otherwise financed by the Program with the relevant Grant Funds;

Program Assets means collectively all goods or other tangible or intangible property or asset, including, but not limited to Intellectual Property, acquired wholly or partly using Grant Funds or transferred for use under the Program, including, but not limited to, any asset not fully paid for, under the Program;

Program Books and Records means any and all programmatic or accounting books, records, documents and other evidence relating to this Agreement and Program Assets which can adequately show to the Global Fund’s satisfaction, without limitation, all costs incurred and revenues earned for the Program, information on the use, operation, repair and maintenance of any Equipment or Vehicles and the overall progress towards completion of the Program;

Program Grant Agreement means the agreement between the Global Fund and CRS through which the Program is funded;

Sub-recipient has the meaning set forth in the Cover Letter;

[Sub-sub-recipient or SSR means a recipient who receives Grant Funds directly or indirectly from the Sub-recipient and undertakes to implement certain Program Activities;][1]

Suppliers means collectively, without limitation, all bidders, suppliers, agents, intermediaries, consultants and contractors, who are not the Sub-recipient[ or SSRs][2] but provide goods or services to a Program.

2.3 Acronyms. Unless otherwise defined herein, the acronyms used in this Agreement shall have their respective meanings as described in the “List of Commonly Used Global Fund Terminology” (as may be amended from time to time), available at the Global Fund’s Internet site.

2.4 Interpretation. Except where the context otherwise specifies, (i) references in these Standard Terms and Conditions to Articles or Sections are to Articles or Sections in these Standard Terms and Conditions; (ii) the headings of the Articles and Sections are inserted for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement; (iii) singular includes plural form and vice versa; and (iv) a reference to any gender includes any other gender.

ARTICLE 3

GRANT FUNDS AND THE PROGRAM

3.1 Use of Grant Funds. The Sub-recipient shall ensure[, and shall cause each of its SSRs to ensure,][3] that:

(1) All Grant Funds disbursed according to this Agreement are prudently managed, and are used solely for relevant Program Activities and consistent with the terms and conditions set forth in this Agreement; and

(2) All goods, services and activities financed with Grant Funds[, including those goods and services procured and activities implemented by SSRs,][4] are used solely for Program purposes.

3.2 Total Estimated Amount. This Agreement is incrementally funded. The total estimated amount of Grant Funds under this Agreement for the Implementation Period is up to the amount set forth in the Cover Letter (the “Total Estimated Amount”). The Total Estimated Amount is not guaranteed, and has not been obligated, by the Global Fund or CRS. By entering into this Agreement, CRS is not obliged to provide the Total Estimated Amount unless it, at its sole discretion, decides to do so, nor is CRS liable for any damages, loss, costs or liability that the Sub-recipient or any of its [SSRs or][5] Suppliers actually or may potentially suffer or incur as a result of CRS not providing the Total Estimated Amount.

3.3 Forecasts, Disbursements and Financial Reports.

(1) CRS shall obligate and disburse Grant Funds as set forth in Annex B taking into consideration the cash flow needs and the Sub-recipient’s performance of its obligations under this Agreement; provided, however, that notwithstanding any funding that CRS has previously made pursuant to this Agreement, the following conditions shall apply:

(a) the timing and amount of each Disbursement shall be determined by CRS at its sole discretion taking into consideration cash flow needs and the Sub-recipient’s performance of its obligations under this Agreement;

(b) no Disbursement described in this Agreement shall be made by CRS unless all of the requirements specified in this Agreement have been met or are otherwise waived by CRS in writing;

[(c) the Sub-recipient shall have submitted to CRS a Request for Disbursement, signed by the person or persons authorized by the Sub-recipient to do so, in form and substance satisfactory to CRS;][6]

[(c) the Sub-recipient shall have complied with the requirements for requesting a Disbursement contained in this Agreement;][7]

(d) the Sub-recipient has fulfilled, in form and substance satisfactory to CRS, any requirements related to such Disbursement within the applicable deadlines set forth in this Agreement;

(e) the Sub-recipient has provided to CRS all reports referred to in Article 6.2 that were due on or prior to the date on which the Disbursement is requested and all financial reports required by Annex B; and

(f) the Sub-recipient demonstrates that it has achieved programmatic results consistent with the targets for indicators set forth in the Performance Framework(s) during the periods set forth therein and explains any reasons for deviation from targets.

[Except as set forth in Annex B, no Grant Funds shall be disbursed directly to the Sub-recipient as an advance.][8]

(2) Except as otherwise notified by CRS in writing to the Sub-recipient, CRS shall not effect or otherwise authorize any Disbursement after the end of the Implementation Period.

(3) CRS, at its sole discretion, may de-commit the whole or a part of the relevant Grant Funds (to the extent previously committed by CRS in accordance with Annex B but not disbursed to the Sub-recipient) upon the expiry of the Implementation Period for which such Grant Funds are made available, or as otherwise deemed appropriate by the Global Fund during the Implementation Period.

(4) The Sub-recipient hereby agrees to comply with the terms contained in Annex B. In particular, the Sub-recipient agrees:

(a) to submit forecasts as set forth in Annex B;

(b) that obligations and disbursements of Grant Funds will be made as set forth in Annex B;

(c) to prepare and submit reports to CRS as set forth in Annex B; and

(d) to comply with the requirement to submit internal control improvement plans as set forth in Annex B.

(5) In its sole discretion, CRS may unilaterally amend the frequency of forecasting, funding or reporting in Annex B by giving notice to the Sub-recipient.

(6) Pre-financing of Program Activities is not permitted without prior written approval by CRS and the Global Fund.

(7) The Sub-recipient may not shift any Grant Funds disbursed to, or on behalf of, the Sub-recipient under this Agreement between line items in the Budget, without the prior written approval of CRS.

[(8) The Limited Cash Policy. The Sub-recipient acknowledges that, pursuant to the terms of the Program Grant Agreement, CRS is required to implement the Limited Cash Policy Framework (the “Limited Cash Policy”) set forth in Annex C to this Agreement. The Sub-recipient agrees to comply with the Limited Cash Policy. In the event of any uncertainty or disagreement in connection with the interpretation of the Limited Cash Policy, including, but not limited to, any inconsistencies between the Limited Cash Policy and other provisions of this Agreement, the Sub-recipient agrees to comply with CRS’ interpretation of the Limited Cash Policy. Furthermore, the Sub-recipient agrees that the Limited Cash Policy may be amended by CRS from time to time during the Implementation Period without the consent of the Sub-recipient by giving notice (a “Limited Cash Policy Notice”) to the Sub-recipient. Each Limited Cash Policy Notice shall include a revised version of the Limited Cash Policy (the “Revised Limited Cash Policy”). Upon receipt of a Limited Cash Policy Notice by the Sub-recipient, the Revised Limited Cash Policy shall automatically (i) amend the currently applicable Limited Cash Policy in its entirety and (ii) be incorporated into this Agreement as Annex C. The Sub-recipient hereby agrees to comply with the terms of any Revised Limited Cash Policy upon receipt of a Limited Cash Policy Notice.][9]

3.4 Management of Grant Funds[ and the Role of the Fiscal Agent][10].

(1) Bank Account – The Sub-recipient shall ensure[, and shall cause each of its SSRs to ensure,][11] that:

(a) Grant Funds are deposited in a bank, of which the establishment and operations are fully compliant with all applicable local and international banking standards and regulations, including, but not limited to, capital adequacy requirements;

(b) Grant Funds in the possession of, or held for or on behalf of, the Sub-recipient[ or any of its SSRs][12] remain, to the extent practicable, in a bank account which bears interest at a competitive commercial rate available in the Host Country until they are expended for the Program;

(c) at all times, Grant Funds are held in a form that may be withdrawn in full at any time upon demand; and

(d) Grant Funds are not co-mingled with other funds unless agreed to in writing by CRS and the Global Fund.

(2) Interest – The Sub-recipient shall ensure[, and shall cause each of its SSRs to ensure,][13] that any interest accrued on the Grant Funds shall be accounted for and reported to CRS through progress reports specified in Section 6.2. Any interest so accrued may be used for Program purposes upon prior written approval of CRS.

(3) Revenues – The Sub-recipient shall ensure[, and shall cause each of its SSRs to ensure,][14] that any revenues earned by the Sub-recipient[ or SSRs][15] from any Program Activities (including, but not limited to, revenues from the so-called “social marketing” activities using Grant Funds, refunds or rebates from Suppliers, and social security reimbursements in relation to the Sub-recipient’s employees, [or any of employees of an SSR,][16] whose salaries are supported by Grant Funds) shall be accounted for and reported to CRS through either progress reports specified in Section 6.2 or separate reports in the form and substance approved in writing by CRS. Any such revenues may be used only (a) for Program purposes and (b) upon prior written approval of CRS.

[(4) Bank account – Any disbursement of Grant Funds made to the Sub-recipient under this Agreement shall be transferred to the Sub-recipient’s bank account identified in the Cover Letter.][17]

[(4) Bank account – In the event that Grant Funds are disbursed directly to the Sub-recipient under this Agreement, such Grant Funds shall be transferred to the Sub-recipient’s bank account identified in the Cover Letter.][18]

[(5) Fiscal Agent – The Global Fund has retained the services of a fiscal agent (the “Fiscal Agent”) to perform certain functions in order to safeguard Grant Funds.][19]

3.5 Exemption from Taxation.

(1) General Principle – The Grant Funds are made available by the Global Fund through CRS for the purposes of implementing the Program Activities and the purchase or import of any goods or services using the Grant Funds shall be exempt from relevant taxation applicable in the Host Country, including, but not limited to, (a) customs duties, import duties, taxes or fiscal charges of equal effect levied or otherwise imposed on the Health Products imported into the Host Country under this Agreement [or any related SSR][20] or Supplier contract, and (b) the value-added tax levied or otherwise imposed on the purchases of goods and services using Grant Funds.

(2) Obligations –

(a) Subject to any detailed implementation arrangements that the Global Fund may otherwise agree with the Host Country, the relevant Host Country is required to provide tax exemption on Grant Funds according to the principle described in sub-paragraph (1) of this Section above. For the avoidance of doubt, the obligation of the Host Country in this regard also applies to the Programs implemented partially or wholly by any Sub-recipient[ or SSR][21] that is not a Government Entity.

(b) The Sub-recipient shall use its best effort to facilitate and cause that any activities funded under this Agreement and the purchase or import of any goods or services using the Grant Funds are exempt from taxation according to the principle described in sub-paragraph (1) of this Section above.

(c) The Sub-recipient shall regularly report to CRS, in such form and substance as may be required by the Global Fund, the status of tax exemption under this Agreement.

(3) Refund of Taxes –

(a) Irrespective of whether or not the Sub-recipient is a Government Entity:

(i) should there be taxes levied and paid out of the Grant Funds by the Sub-recipient[ or any of its SSRs][22], the Host Country shall refund the amount of such taxes to the Global Fund in a form and manner acceptable to the Global Fund; and

(ii) despite the request of the Global Fund, should the Host Country fail to refund in full such taxes levied or paid, the Global Fund shall have the right to: (x) withhold further Disbursements for any Program implemented in the Host Country until such tax amount is fully refunded in a form and manner acceptable to the Global Fund, or (y) deduct twice the amount of the taxes paid from further Disbursement(s) for any Program implemented in, or from future funding allocated to, the Host Country.

(b) Irrespective of whether or not the Sub-recipient is a Government Entity:

(i) notwithstanding the existence of an exemption by the Host Country from taxation for the Program, should there be taxes levied and paid out of the Grant Funds by the Sub-recipient[ or any of its SSRs][23], it is the sole responsibility of the Sub-recipient to seek a timely refund from the relevant tax authorities of the Host Country and to return the amount of such taxes to CRS in a form and manner acceptable to CRS; and

(ii) despite the request of CRS, should the Sub-recipient fail to refund in full such taxes levied or paid, CRS shall have the right to terminate this Agreement and such termination shall not affect the obligation of the Sub-recipient to refund the relevant tax amount to CRS.

3.6 Anti-Money Laundering and Countering Terrorist-Financing.

(1) General Principle – The Sub-recipient shall use its reasonable efforts to ensure[, and shall cause each of its SSRs to ensure,][24] that Grant Funds are not used by the Sub-recipient[ or any of its SSRs][25] to support or promote violence, to aid terrorists or terrorist-related activity, to conduct money-laundering activities or to fund organizations or individuals known to support terrorism or that are involved in money-laundering activities.

(2) Requirements – The Sub-recipient acknowledges and agrees[, and shall cause each of its SSRs to acknowledge and agree,][26] that, consistent with the Global Fund’s commitment to prevent money-laundering activities and counter terrorist-financing:

(a) [subject to the Limited Cash Policy, ][27]any transaction to effect the transfer, disbursement, payment, or exchange of Grant Funds (including wire transfers and currency exchanges) shall be carried out through the Sub-recipient’s[ or, as the case may be, the relevant SSR’s or Supplier’s][28] [ or, as the case may be, the relevant Supplier’s][29] bank account into which Grant Funds are disbursed, unless otherwise authorized in writing by the Global Fund prior to such transaction;

(b) all transactions involving Grant Funds that are effected through wire transfer or currency exchange shall be duly recorded in accordance with relevant auditing requirements;

(c) all currency exchanges involving Grant Funds shall be carried out through established and regulated financial institutions. For the avoidance of doubt, currency exchange operations which are not carried out through established and regulated financial institutions shall not be regarded as being undertaken for Program purposes; and

(d) any transfer, disbursement, payment, or exchange of Grant Funds, including the Sub-recipient’s request to effect such transfer, disbursement, transportation, transmission or exchange, by any means, (i) to third parties not directly related to the implementation of the Program and this Agreement, or (ii) for any activities that are not Program Activities, is strictly prohibited.

(3) Remedies and Responsibilities – The Sub-recipient (including its respective Suppliers) acknowledges and agrees[, and shall cause each of its SSRs (including their respective Suppliers) to acknowledge and agree,][30] that CRS may exercise its right to terminate or apply restrictions to this Agreement upon the occurrence of any transaction conducted by the Sub-recipient (including its respective Suppliers)[ or any of its SSRs (including their respective Suppliers)][31] involving Grant Funds that contravenes the provisions of this Article, and that the Sub-recipient shall bear sole and ultimate responsibility, financial and otherwise, for any losses resulting from any such transaction referred to above and shall reimburse CRS for the amount of any losses or gains resulting therefrom.

ARTICLE 4

ENTITIES INVOLVED IN PROGRAM IMPLEMENTATION

The entities involved in the implementation of Program Activities include the following:

4.1 CCM.

(1) The Sub-recipient acknowledges that the CCM in the Host Country shall coordinate the submission of relevant Funding Request(s) to the Global Fund and oversee the implementation of Program Activities in the Host Country.

(2) In implementing the Program, the Sub-recipient:

(a) shall cooperate with each of the Global Fund, CRS and the CCM;

(b) shall be available to meet, at CRS’ request, with each of CRS and the CCM to discuss plans, share information and communicate on matters that relate to the Program; and

(c) acknowledges and agrees that each of CRS and the Global Fund may, at its sole discretion, share information about the Program with the CCM or other relevant Program stakeholders, including reports prepared and furnished, or other information provided, by the Sub-recipient.

4.2 [SSRs. The Sub-recipient may provide Grant Funds, directly or indirectly, to one or more SSRs to carry out Program Activities, provided, however, that the Sub-recipient receives prior written approval from CRS and:

(1) assesses the capacity of each SSR to implement relevant Program Activities, including, but not limited to, each such SSR’s capacity and internal control mechanism to adequately manage Grant Funds, makes such assessments available to CRS upon request and selects each SSR accordingly in a transparent and well-documented manner;

(2) enters into a written agreement with each SSR creating obligations of the SSR to the Sub-recipient that are generally equivalent to those of the Sub-recipient under this Agreement and makes a copy of each such SSR agreement available to CRS upon request;

(3) maintains and complies with a system to monitor the programmatic and financial performance of SSRs and assure regular reporting from them in accordance with the requirements of this Agreement; and

(4) if any act or omission of any of its SSRs is considered by either the Global Fund or CRS a violation of this Agreement, is fully responsible for all such acts and omission as if they were the acts and omissions of the Sub-recipient, including, but not limited to, programmatic performance and accountability for the use of Grant Funds.

Any transfer, assignment, sub-contracting or sub-granting made by the Sub-recipient in violation of this Agreement shall be null and void and considered a material breach of this Agreement.][32]

[No Assignments. The Sub-recipient shall not, under this Agreement, provide Grant Funds or Program Assets to other entities, including, but not limited to, subsidiaries and affiliates in which the Sub-recipient has an ownership stake or imposes some level of board, managerial or operational control, or make direct payments to third parties on behalf of other entities to carry out Program Activities. Any transfer, assignment, sub-contracting or sub-granting made by the Sub-recipient in violation of this Agreement shall be null and void and considered a material breach of this Agreement.][33]

4.3 LFA.

(1) Appointment of LFA – For the Program, the Global Fund shall have the right to retain an LFA to perform certain functions on behalf of the Global Fund, including, but not limited to:

(a) assessment of the capacity of CRS (including the Sub-recipient[ and each of its SSRs][34]) to implement relevant Program Activities and manage Grant Funds; and

(b) verification of CRS’ (including the Sub-recipient’s[ and each of its SSRs’][35]) progress towards the objectives of the Program, use of Grant Funds and compliance with the terms and conditions of this Agreement.

(2) Cooperation – The Sub-recipient shall, and shall ensure that each of its [SSRs and][36] Suppliers, cooperate fully with the LFA and CRS to permit the LFA to carry out its functions. To this end, the Sub-recipient shall, among other things:

(a) submit all reports, requests for Disbursement and other communications that are required under this Agreement to CRS to permit CRS to fulfill its reporting requirements to the Global Fund through the LFA as the Global Fund may require;

(b) submit copies of all audit reports to CRS;

(c) facilitate communication between the auditor referenced in Section 7.3 and each of CRS and the LFA, including, but not limited to, inclusion of CRS or the LFA, as the case may be, in the audit entry and exit meetings;

(d) permit the LFA to perform ad hoc site visits during business hours upon the LFA’s reasonable prior written notice;

(e) permit the LFA to review Program Books and Records during business hours upon the LFA’s reasonable prior written notice;

(f) permit the LFA to interview its personnel[ and the personnel of SSRs][37] during business hours upon the LFA’s reasonable prior written notice;

(g) cooperate with each of CRS and the LFA to identify additional training and capacity building that the Sub-recipient[ and SSRs][38] may need to implement the Program; and

(h) cooperate with the LFA in other ways that either CRS or the Global Fund may require.

4.4 Additional Sub-recipients. The Sub-recipient acknowledges that each of CRS and the Global Fund may from time to time award grants to other entities to implement Global Fund programs in the Host Country. The Sub-recipient shall[, and shall ensure that its SSRs,][39] cooperate with such other entities to realize the benefits of all programs financed by the Global Fund in the Host Country.

ARTICLE 5

PROCUREMENT AND SUPPLY MANAGEMENT

[CRS shall procure all goods (including Equipment and Vehicles), services and Health Products necessary for the Sub-recipient to implement the Program.][40] [CRS shall approve the procurement of all goods (including Equipment and Vehicles), services and Health Products made with Grant Funds under the Program.][41] The Sub-recipient shall submit procurement requests in a timely manner to CRS for approval/processing. All goods, services and Health Products procured by CRS for use by the Sub-recipient are to be used solely for the implementation of the Program.

5.1 Contracts for Goods and Services.

(1) Procurement Practices – The Sub-recipient shall not use Grant Funds to procure goods or services without CRS’ prior written approval. In the event that the Sub-recipient procures any goods and services using Grant Funds, the Sub-recipient shall keep CRS continuously informed about the policies and practices that it shall use to contract for goods and services under this Agreement. At a minimum, the policies and practices governing all procurement under the Program shall conform to the requirements (a) through (h) listed below and, where Health Products are being procured, those listed in Section 5.2 below. The Sub-recipient shall ensure that such policies and practices are followed at all times.

(a) Contracts shall be awarded on a transparent and, subject only to established exemptions included in written procurement policies and practices provided to CRS, on a competitive basis;

(b) All bid solicitations must be clearly notified to all prospective bidders, which shall be given a sufficient amount of time to respond to such solicitation;

(c) Solicitations for goods and services shall provide all information necessary for a prospective bidder to prepare a bid and, as such, shall be based upon a clear and accurate description of the proposed terms and conditions of the contract and the goods or services to be acquired;

(d) The conditions of participating in a bid shall be limited to those that are essential to ensure the participant’s capability to fulfil the contract in question and compliance with the relevant procurement law of the Host Country;

(e) Contracts shall be awarded only to contractors that possess the ability to successfully perform the contracts;

(f) No more than a reasonable price (as determined, for example, by a comparison of price quotations and market prices) shall be paid to obtain goods or services;

(g) The Sub-recipient and its representatives and agents shall not engage in any practice that is in violation of the Code of Conduct for Recipients, the Code of Conduct for Suppliers or the Policy to Combat Fraud and Corruption in relation to such procurement; and

(h) The Sub-recipient shall maintain records documenting in detail the nature and extent of solicitations of prospective suppliers of goods and services to be procured with Grant Funds, the basis for awarding relevant contracts and orders, and the receipt and use of goods and services so procured.

(2) Supply Chain – The Sub-recipient shall use its best efforts to ensure optimal reliability, efficiency and security with regard to the supply chain for all goods and services procured with Grant Funds in accordance with the relevant procurement and supply management arrangements approved by CRS.

[(3) Compliance of SSRs and Suppliers – In the event that any SSR or Supplier undertakes procurement of goods and services for the relevant Program, the Sub-recipient shall ensure that such SSR or Supplier complies with the requirements of this Article.][42]

[(3) Compliance of Suppliers – In the event that any Supplier undertakes procurement of goods and services for the relevant Program, the Sub-recipient shall ensure that such Supplier complies with the requirements of this Article.][43]

5.2 Pharmaceutical and Other Health Products.

(1) The Sub-recipient shall not use Grant Funds to procure Health Products without CRS’ prior written approval. It is anticipated that any Health Products required for the Sub-recipient’s implementation of the Program will be procured by CRS or another principal recipient under the Program and provided to the Sub-recipient. Upon receipt of any Health Products, the Sub-recipient shall ensure optimal reliability, efficiency and security of such Health Products until they are properly distributed to the intended beneficiaries under this Agreement. In the event that CRS approves the procurement of Health Products by the Sub-recipient, the Sub-recipient [and each of its SSRs and Suppliers][44] [and each of its Suppliers][45]shall procure all Health Products financed with Grant Funds through contracts awarded in compliance with (1) the Codes of Conduct in accordance with Section 6.6 below, (2) this Article, (3) the Health Products Guide and any document incorporated by reference in the Health Products Guide, (4) the Global Fund’s Quality Assurance policies and requirements, as communicated by the Global Fund and available on the Global Fund’s Internet site, and (5) Quality Assurance notices shared by the Global Fund. All the provisions of the Health Products Guide are hereby incorporated herein by reference in their entirety as if they were fully set forth herein.

(2) The Sub-recipient acknowledges and agrees that without prejudice to any other remedy available to CRS under this Agreement or at law, if CRS at its sole discretion determines that the Sub-recipient[ or any of its SSRs or Suppliers][46] [ or any of its Suppliers][47] has not complied with this Agreement, the Codes of Conduct in accordance with Section 6.6 below, the Health Products Guide, the procurement and supply management arrangements (including, but not limited to, the list of health products and their quantities and costs) approved by CRS in writing, or any document incorporated by reference in the Health Products Guide, the Global Fund’s Quality Assurance policies and requirements and Quality Assurance notices, as communicated by the Global Fund, CRS may, at its sole discretion, require the Sub-recipient to refund immediately to CRS, in accordance with Section 11.1, all or part of the amounts disbursed or used in connection with a contract that has been awarded in a manner that is not consistent with any provision of this Agreement.

ARTICLE 6

IMPLEMENTATION

6.1 General.

(1) The Sub-recipient shall implement the Program in accordance with the details set forth in this Agreement.

(2) Respect for Human Rights –

(a) The Sub-recipient acknowledges that all Programs financed by the Global Fund are expected to:

(i) grant non-discriminatory access to services for all, including people in detention;

(ii) employ only scientifically sound and approved medicines or medical practices;

(iii) not employ methods that constitute torture or that are cruel, inhuman or degrading;

(iv) respect and protect informed consent, confidentiality and the right to privacy concerning medical testing, treatment or health services rendered; and

(v) avoid medical detention and involuntary isolation, which, consistent with the relevant guidance published by the World Health Organization, are to be used only as a last resort.

The Sub-recipient shall ensure that the standards listed above are duly reflected in the Sub-recipient’s agreement with, or communicated in writing to, each of its[ SSRs and][48] Suppliers.

(b) The Sub-recipient shall disclose to CRS in a timely manner any actual or potential non-compliance of the standards listed in sub-paragraph (2)(a) of this Section. If so requested by either CRS or the Global Fund, the Sub-recipient shall cooperate with each of CRS and the Global Fund and any of its agents or representatives to ascertain the facts of any non-compliance so disclosed.

(c) In the event that either CRS or the Global Fund, based on information received or otherwise available, determines in its sole discretion that a Program has substantially failed to comply with the standards listed in sub-paragraph (2)(a) of this Section, it may require the Sub-recipient to establish a work plan to be approved by either CRS or the Global Fund, as the case may be, to address such non-compliance. Each of CRS and the Global Fund may, in its sole discretion, additionally decide to restrict the use of Grant Funds to finance non-compliant Program Activities.

6.2 Progress Reports.

(1) Periodic and ad hoc Reports – The Sub-recipient shall provide:

(a) no later than each date indicated in Annex B or as may be requested by the Global Fund, periodic reports in form and substance required by CRS, detailing, among others and for the reporting period in question (i) progress towards meeting Program objectives and targets as set forth in this Agreement; (ii) in-country cash balance and (iii) any variance between planned and actual achievements and between planned and actual expenditures and

(b) other information and ad hoc reports in form and substance as may be requested by CRS from time to time. The Sub-recipient agrees that CRS may provide to the CCM a copy of all reports that the Sub-recipient submits to CRS under this Article.

(2) Use of Reports – The Sub-recipient acknowledges and agrees that:

(a) each of CRS and the Global Fund may release to the general public, in whole or in part, the reports, documents and other information that have been submitted by the Sub-recipient to CRS, the Global Fund or the LFA under this Agreement; and

(b) each of CRS and the Global Fund may, at its sole discretion, use, reproduce, modify or adapt information and other data contained in such reports for any reason whatsoever.

6.3 Monitoring and Evaluation.

(1) General – The Sub-recipient shall monitor and evaluate the progress of the Program toward its objectives[, including the activities implemented by SSRs,][49] in accordance with the monitoring and evaluation plan approved by the Global Fund. The Sub-recipient shall take any actions necessary to ensure that it receives quality data regarding such progress and reports accurately on the Program results.

(2) Evaluation by the Global Fund or CRS – Each of the Global Fund and CRS may, at its sole discretion, conduct or commission evaluations of the Program, or of specified Program Activities, implementing structures or other Program issues. The schedule and relative terms of reference for conducting any such evaluation shall be at CRS’ or the Global Fund’s discretion, as the case may be. The Sub-recipient shall[, and shall ensure that each of its SSRs and Suppliers,][50] [, and shall ensure that each of its Suppliers,][51] facilitate any such evaluation. Exercise by either of the Global Fund or CRS of this right does not relieve in any way the Sub-recipient of its obligations under sub-paragraph (1) of this Section to monitor and evaluate the Program in accordance with this Agreement.

6.4 Insurance; Liability for Loss, Theft or Damage.

(1) Insurance – The Sub-recipient shall ensure, unless otherwise approved in writing by CRS, that:

(a) Program Assets and Program Activities are insured by the Sub-recipient[ or its SSRs][52] under insurance policies at a reasonable cost with financially sound and reputable insurers authorized to do business in the place where the Program is to be performed: (i) as are generally maintained by entities of established repute engaged in comparable activities or (ii) if sub-paragraph (i) is not feasible, based on the size, volume and value at risk and market conditions (each an “Insurance Policy” and together the “Insurance Policies”) and all such Insurance Policies are in effect during the Term and

(b) with respect to each Insurance Policy, the Sub-recipient [ or its respective SSRs][53] shall:

(i) promptly notify CRS and the relevant insurer of any claim or occurrence of an insurable event and diligently pursue such claim;

(ii) not do anything by act or omission which might prejudice the right to claim or recover under such Insurance Policy;

(iii) promptly provide to CRS copies of all documents or other information which CRS may request in writing, regarding compliance with this Section;

(iv) name CRS as an additional insured party, include a waiver of subrogation of the Sub-recipient’s rights against CRS to the insurance carrier and provide that CRS shall receive thirty (30) calendar days written notice from the insurers prior to any cancellation, termination or modification of coverage;

(v) upon CRS’ request, provide certificates of insurance that show that the above coverages have been procured, any exclusions under the policies and that CRS has been named an additional insured and

(vi) not cancel, terminate or modify the Insurance Policies without thirty (30) calendar days advance written notice to CRS.

The Sub-recipient’s obligations and potential liabilities are expressly agreed and understood not to be limited by any insurance maintained or required to be maintained by the Sub-recipient.

(2) Liability for Loss, Theft or Damage –

(a) The Sub-recipient shall be liable for the loss or theft of, or damage to, any and all Program Assets [ (including those in the possession of SSRs)].[54] The Sub-recipient will immediately notify CRS of any such loss, theft or damage. The Sub-recipient agrees to (i) replace such items with similar assets of the same quantity and quality at its own expense or (ii) reimburse CRS for any such loss, theft or damage in accordance with the written instructions provided by CRS.

(b) In addition, the Sub-recipient shall be liable for the loss or theft of any Grant Funds held in cash in the possession of the Sub-recipient or any of its agents[ or SSRs][55].

6.5 Use of Logos or Trademarks.

(1) Global Fund: The Sub-recipient shall not use the name, logo or any trademarks of the Global Fund except as described in this Section 6.5(1). The Sub-recipient agrees that if the Sub-recipient intends to use the Global Fund’s name or logos in relation to any Program Activities, the Sub-recipient is required (1) to seek the prior approval of the Global Fund by submitting a plan of use in accordance with the “Identity Guide for Partners” (as amended from time to time) available at the Global Fund’s Internet site (the “Identity Guide for Partners”) to the Global Fund and, if such plan is approved, (2) to sign a trademark license agreement in form and substance acceptable to the Global Fund. If the Global Fund grants its approval and a license to the Sub-recipient, the Sub-recipient hereby acknowledges and confirms that, prior to any use of the name, logo or any trademarks of the Global Fund, the Sub-recipient has read and understood the policies of the Global Fund regarding the use of the Global Fund’s name and logos as set forth in the Identity Guide for Partners. [The Sub-recipient shall require its SSRs and Suppliers to comply with the terms of this Section 6.5(1).][56] [The Sub-recipient shall require its Suppliers to comply with the terms of this Section 6.5(1).][57]

(2) CRS: The Sub-recipient shall not[, and shall ensure that all of its SSRs do not,][58] use any of the names, trademarks or logos of CRS or its employees in any advertisement, press release, publicity or other printed materials without the express written consent of CRS.

6.6 Codes of Conduct

(1) Code of Conduct for Recipients – The Sub-recipient shall comply with the Code of Conduct for Recipients, of which all the provisions are hereby incorporated by reference in their entirety as if they were fully set forth herein. [In addition, the Sub-recipient shall ensure that the Code of Conduct for Recipients is communicated to all SSRs, including through incorporation by reference of the Code of Conduct for Recipients in each agreement with an SSR that the Sub-recipient enters into.][59]

(2) Code of Conduct for Suppliers – The Sub-recipient shall communicate the Code of Conduct for Suppliers, of which all the provisions are hereby incorporated herein by reference in their entirety as if they were fully set forth herein, to each of its Suppliers. The Sub-recipient acknowledges and agrees that in the event of non-compliance by a Supplier with the Code of Conduct for Suppliers, to be determined by either CRS or the Global Fund at its sole discretion, each of CRS and the Global Fund shall have the right to (a) restrict the use of relevant Grant Funds so as not to fund the contract between the Sub-recipient[ (or, as the case may be, the SSRs)][60] and the Supplier in question or (b) seek a refund from the Sub-recipient in the event that the payment has already been made to the Supplier in question.

(3) Enforcement of Standards of Conduct – The Sub-recipient[ and each of its SSRs][61] shall maintain and enforce standards of conduct to govern the performance of persons affiliated with the Sub-recipient[ or any of its SSRs][62] (including, but not limited to, directors, officers, employees or agents) engaged in the award and administration of grants, contracts, or other benefits using Grant Funds to ensure that such persons do not engage in any practice that is in violation of the Code of Conduct for Recipients or the Code of Conduct for Suppliers.

6.7 Program Assets.

(1) Title – Title to Program Assets, including but not limited to Equipment, Vehicles and Intellectual Property, shall be held by CRS or other entity approved by CRS in accordance with the terms and conditions of this Agreement, unless either CRS or the Global Fund directs, at any time at its sole discretion, that title be transferred to CRS, the Global Fund or another entity nominated by either CRS or the Global Fund. Program Assets may not be encumbered by the Sub-recipient in any way without CRS’ prior written approval. The Sub-recipient shall not (i) part with possession or control of Program Assets or (ii) loan, lease, transfer, sell, assign, pledge, mortgage or otherwise encumber any of the Program Assets. Any agreement entered into by the Sub-recipient regarding Program Assets, other than this Agreement, that purports to loan, lease, transfer, sell, assign, pledge, mortgage or otherwise encumber the Program Assets shall be null and void. The Sub-recipient will at all times protect and defend, at its own cost and expense, the title and interest of CRS from and against all claims, liens and legal processes of creditors of the Sub-recipient and keep title to the Equipment and Vehicles free and clear from all such claims, liens and processes.

(2) Fixed Assets Register – The Sub-recipient shall[, and shall ensure that each of its SSRs,][63] maintain appropriate records of all fixed assets procured with Grant Funds in accordance with the Global Fund’s Guidelines for Fixed Asset Management (as amended from time to time) available at the Global Fund’s Internet site.

(3) Inventory List, Equipment and Vehicles. In the event that (i) the Sub-recipient procures any goods or Health Products under this Agreement or (ii) the Sub-recipient is provided with any goods or Health Products to implement the Program, such items shall be recorded on an inventory list (the “Inventory List”). At a minimum, the Inventory List must include the following information for each item, as applicable: Program Grant Agreement number, property number (sequential numbering with Global Fund reference), title holder (if applicable), number of units, serial number, description of property, purchase order/voucher number, acquisition date, in service date, asset cost at the time of purchase, present condition and user/location. The Inventory List must be signed and dated and updated at least once every twelve-month period. The Sub-recipient agrees to include additional information on each item on the Inventory List as required by CRS in writing. The Inventory List may be amended by the Parties in writing as goods or Health Products are procured by, provided to or returned by the Sub-recipient. All goods and Health Products procured by or provided to the Sub-recipient must be labeled with inventory numbers or stickers that indicate the Global Fund as the source of financing. In the event that equipment, property and other tangible items (collectively referred to as “Equipment”) or one or more motorized vehicles (the “Vehicles”) are procured by the Sub-recipient or provided by CRS to the Sub-recipient, the Sub-recipient hereby agrees to execute a vehicle use or equipment use agreement, as the case may be, in form and substance satisfactory to CRS prior to the delivery of any such Equipment or Vehicles.

(4) Intellectual Property –

(a) CRS shall own any Intellectual Property created, gathered, discovered, obtained or developed by the Sub-recipient or granted to the Sub-recipient pursuant to the Agreement (“New Rights”). New Rights shall be deemed works made for hire by the Sub-recipient on behalf of, or specially commissioned by, CRS. To the extent that New Rights may not qualify for treatment as works made for hire under applicable law, the Sub-recipient hereby assigns the New Rights to CRS in their entirety.

(b) When Intellectual Property embodies both New Rights and rights of the Sub-recipient existing prior to this Agreement (“Mixed Rights”), the Sub-recipient grants to the Global Fund and to CRS an irrevocable, perpetual, non-exclusive, worldwide, royalty-free license to copy, modify, display, create derivative works of and distribute and make, have made, design, develop and otherwise use for non-profit, educational or research purposes all Mixed Rights created, gathered, discovered or obtained by the Sub-recipient under this Agreement and to sub-license any of those rights.

(c) The Sub-recipient shall ensure that any Intellectual Property created by others[, including, but not limited to, its subcontractor(s) and SSR(s)][64] using the Grant Funds is assigned to CRS.

(d) No later than forty-five (45) calendar days prior to the end of the Implementation Period, the Sub-recipient shall submit to CRS a written inventory and description of any Intellectual Property created, developed or acquired with the Grant Funds. To the extent that it is identified that Intellectual Property rights are not addressed in this Agreement, the Parties shall enter in good faith into an agreement addressing those rights upon termination based on the principles outlined above.

(5) Program Purposes – The Sub-recipient shall[, and shall ensure that each SSR,] [65] (i) use the Program Assets solely for Program purposes and in a manner consistent with the terms of this Agreement and (ii) not use the Program Assets to support or promote violence, terrorism, prostitution or money laundering activities.

6.8 Management or Performance Letters. To assist CRS in the implementation of the Program, the Global Fund may issue, from time to time, management or performance letters (each, a “Management Letter”) to provide additional information and guidance about matters stated in the Program Grant Agreement or otherwise related to the Program. The Sub-recipient acknowledges that a Management Letter may affect the responsibilities of the Sub-recipient under this Agreement and hereby agrees to be bound by the terms of each Management Letter. CRS will notify the Sub-recipient in the event that the terms of a Management Letter affect the responsibilities of the Sub-recipient under this Agreement.

ARTICLE 7

BOOKS AND RECORDS; AUDITS

7.1 Books and Records of the Program. The Sub-recipient shall[, and shall ensure that each of its SSRs and Suppliers respectively][66] [, and shall ensure that each of its Suppliers respectively][67] maintain Program Books and Records in accordance with the generally accepted accounting standards of the country in which the Sub-recipient is organized and in a manner that will permit CRS or its authorized representative to verify the appropriate use, maintenance and repair of any Equipment or Vehicles. In addition, such Program Books and Records shall, among other things, properly register the name of the beneficiary and the purpose for each payment and allow for full reconciliation of expenditures with sufficient supporting documentation. All Program Books and Records must be kept for at least seven years after the date of the last disbursement under the Program Grant Agreement or for such longer period as may be required by CRS or the Global Fund. The Sub-recipient shall contact CRS no later than ninety (90) calendar days prior to the last day of the Implementation Period to obtain information regarding the date of the last disbursement under the Program Grant Agreement.

7.2 Sub-recipient and SSR Audits. The Sub-recipient, in consultation with CRS, shall participate[, and shall ensure that each of its SSRs participates][68] in annual financial audits of Program revenues and expenditures conducted by one or more independent auditors in accordance with the requirements of the Auditing Guidelines, of which all the provisions are hereby incorporated herein by reference in their entirety as if they were fully set forth herein.

7.3 Independent Auditor. CRS shall inform the Sub-recipient of the independent auditor who will perform the annual financial audit referenced in Section 7.2.

7.4 Audit Reports. The Sub-recipient shall provide CRS with a copy of (i) its annual financial statements, (ii) its audit reports prepared in accordance with the requirements of the Auditing Guidelines, unless CRS already has a copy of any such audit report and (iii) all management letters, comments, responses, findings and adjustments that relate to this Agreement, as soon as completed or available, for each of the Sub-recipient’s fiscal years that falls, in whole or in part, within the Implementation Period.

7.5 Audit by the Global Fund or CRS. The Sub-recipient acknowledges that each of the Global Fund and CRS reserves the right, on its own or through an agent (utilizing Grant Funds or other resources available for this purpose) to (i) perform the audits required under this Agreement, (ii) conduct a financial review, forensic audit or evaluation, (iii) take any other actions that it deems necessary to ensure the accountability of the Sub-recipient[ and any of its SSRs and Suppliers][69] [ and any of its Suppliers][70] for Grant Funds and Program Assets and (iv) monitor compliance by the Sub-recipient with the terms of this Agreement. The Sub-recipient shall, and shall ensure that all of its[ SSRs and][71] Suppliers, cooperate with each of the Global Fund and CRS and its respective agents in the conduct of such evaluation, review, audit, inspection, assurance validation, counter-fraud activities, investigations or other action.

7.6 Right of Access.

(1) The Sub-recipient shall take all appropriate and necessary actions to ensure that the Sub-recipient[, all SSRs,][72] and all relevant third parties permit authorized representatives of CRS, its agents and any other third party appointed by CRS, unrestricted access at all times to: (i) Program Books and Records and any other documentation related to the Program; (ii) the premises of the Sub-recipient[ and any of its SSRs][73] where Program Books and Records or Program Assets are kept or Program activities are or have been carried out; (iii) other sites where Program-related documentation or Program Assets are kept or Program Activities are or have been carried out; and (iv) all personnel of the Sub-recipient[ and all SSRs][74].[ The Sub-recipient shall also take all appropriate and necessary actions to ensure that each agreement with an SSR entered into by the Sub-recipient includes the right of unrestricted access contained in this Section.][75] For the avoidance of doubt, the denial of the right of unrestricted access contained in this Section, shall constitute a breach of this Agreement. The Sub-recipient shall further take all appropriate and necessary actions to ensure that any agreement entered into by the Sub-recipient with a third party does not restrict, through confidentiality undertakings or otherwise, CRS from exercising in full the rights set forth herein, and that the Sub-recipient notifies CRS as soon as it becomes aware of any such restriction.

(2) The Sub-recipient shall take all appropriate and necessary actions to ensure that the Sub-recipient[, all SSRs,][76] and all relevant third parties permit authorized representatives of the Global Fund (including the Global Fund’s Office of the Inspector General), agents of the Global Fund, and any other third party appointed by the Global Fund, unrestricted access at all times to: (i) Program Books and Records and any other documentation related to the Program, including, but not limited to, e-mail correspondence through access to mail servers, backup and archival media and provision of account information, passwords and keys; (ii) the premises of the Sub-recipient[ and any of its SSRs][77] where Program Books and Records or Program Assets are kept or Program activities are or have been carried out; (iii) other sites where Program-related documentation or Program Assets are kept or Program Activities are or have been carried out; (iv) all personnel of the Sub-recipient[ and all SSRs][78]; and (v) all computers and storage media which are, or have been, used in the course of processing or storage of (a) programmatic data for the Program or (b) the Program Books and Records, including provision of account information, passwords and keys.[ The Sub-recipient shall also take all appropriate and necessary actions to ensure that each agreement with an SSR entered into by the Sub-recipient includes the right of unrestricted access contained in this Section.][79] For the avoidance of doubt, the denial of the right of unrestricted access contained in this Section, including, but not limited to, the denial of the Global Fund’s Office of the Inspector General’s right of unrestricted access, shall constitute a breach of this Agreement. The Sub-recipient shall further take all appropriate and necessary actions to ensure that any agreement entered into by the Sub-recipient with a third party does not restrict, through confidentiality undertakings or otherwise, the Global Fund from exercising in full the rights set forth herein, and that the Sub-recipient notifies CRS as soon as it becomes aware of any such restriction.

(3) For the avoidance of doubt, the Global Fund (including through CRS) may collect or seek to collect data, and it is possible that such data may contain Personal Data (as defined below) and prior to collection and at all times thereafter, the Sub-recipient shall ensure[, and shall take all appropriate and necessary actions to cause each of its SSRs and Suppliers to ensure,][80] [, and shall take all appropriate and necessary actions to cause each of its Suppliers to ensure,][81] that the transfer of such information to each of the Global Fund and CRS does not violate any applicable law or regulation.

(4) Personal Data – General Principles. The Sub-recipient acknowledges and ensures [, and shall take all appropriate and necessary actions to cause each of its SSRs and Suppliers to ensure,][82] [, and shall take all appropriate and necessary actions to cause each of its Suppliers to ensure,][83] that Program Activities are expected to respect the following principles and rights (“Data Protection Principles”):

(a) Information that can be used to identify a natural person (“Personal Data”) will be (i) processed lawfully, fairly and transparently; (ii) collected for specified, explicit and legitimate purposes and not further processed in a manner not compatible with those purposes; (iii) adequate, relevant and limited to what is necessary for the purposes for which they are processed; (iv) accurate and, where necessary, kept up to date; (v) kept in a form which permits identification of the individuals for no longer than is necessary for the purposes for which the Personal Data is processed and (vi) processed in a manner that ensures appropriate security of the Personal Data and

(b) Natural persons are afforded, where relevant, the right to information about Personal Data that is processed; the right to access and rectify or erase Personal Data; the right to data portability; the right to confidentiality of electronic communications and the right to object to processing.

(5) Personal Data – Limitations. Where collection and processing of Personal Data is required in order to implement Program Activities, whether by the Sub-recipient[ or any of its SSRs and Suppliers][84] [ or any of its Suppliers][85], the Sub-recipient shall ensure [, and shall cause each of its SSRs and Suppliers to ensure,][86] [, and shall cause each of its Suppliers to ensure,][87] to respect the Data Protection Principles: (a) to the extent that doing so does not violate or conflict with applicable law or policy; and (b) subject to the Sub-recipient [and each of its SSRs and Suppliers][88] [and each of its Suppliers][89] balancing the Data Protection Principles with other fundamental rights in accordance with the principle of proportionality, taking into account the risks to the rights and freedoms of natural persons.

7.7 Notification. The Sub-recipient shall notify CRS promptly in writing of any audit, investigation, probe, claim or proceeding pertaining to the operations of the Sub-recipient[ or any of its SSRs][90] or Suppliers.

ARTICLE 8

REPRESENTATIONS OF THE SUB-RECIPIENT

Except as otherwise specified, the Sub-recipient makes the following representations to CRS on the Effective Date of this Agreement:

8.1 Legal Capacity. The Sub-recipient is an entity with independent legal personality validly existing under the laws of the jurisdiction in which it was formed;

8.2 Necessary Power. The Sub-recipient has all the necessary power and has been duly authorized by all necessary consents, actions, approvals and authorizations to execute and deliver this Agreement and any other document relating hereto and to perform all the obligations of the Sub-recipient under this Agreement and any other document related hereto. The execution, delivery and performance by the Sub-recipient of this Agreement do not violate or conflict with any applicable law, any provision of its constitutional documents, any order or judgment of any court or any competent authority, or any contractual restriction binding on or affecting it;

8.3 Obligations Binding. The Sub-recipient has consulted its legal counsel and confirms that (1) the Sub-recipient’s obligations under this Agreement constitute its legal, valid and binding obligations, enforceable against the Sub-recipient in accordance with its terms; and (2) nothing under the laws of the Host Country prevents the Sub-recipient from duly discharging its obligations under this Agreement according to its terms, particularly, but not limited to, those specified in Sections 7.5 and 7.6;

8.4 Compliance with Laws. All the respective activities of the Sub-recipient as of the Effective Date, are operated in compliance with Host Country law and other applicable law, including, but not limited to, intellectual property law and sanctions orders. In addition, the Sub-recipient is fully aware that there exist laws prohibiting the provision of resources and support to individuals and organizations associated with terrorism and that the European Union, the U.S. Government and the United Nations Security Council have published lists identifying individuals and organizations considered to be associated with terrorism. The Sub-recipient further represents and warrants that (i) neither it, nor its director(s) or officer(s) is designated on any list of restricted parties under relevant sanctions constraints applicable to this Agreement, including without limitation the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons, Sectoral Sanctions Identifications List or Foreign Sanctions Evaders List; Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions; the Consolidated List of Parties Subject to UK Asset-Freezing Sanctions, the Consolidated List of Persons Subject to Sanctions Under Article 5 of European Council Regulation No. 833/2014, or the Consolidated List of Persons Subject to UK-Russia Investment Sanctions, and relevant sanctions lists maintained by the United Nations Security Council (collectively, a “Restricted Party”), and (ii) it is not owned 50% or more, individually or collectively, or controlled by any Restricted Party;

8.5 No Claims. There are no claims, investigations or proceedings in progress or pending or threatened against the Sub-recipient which, if determined adversely, would have a material adverse effect on the capacity of the Sub-recipient to implement the Program;

8.6 Immunity. Pursuant to the terms and conditions of this Agreement, the Sub-recipient has no immunity from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property and assets or this Agreement or actions to enforce judgments in respect thereof; and

8.7 No Double-funding. The targets set for the Program are made possible by the additional funding provided by the Global Fund through CRS under this Agreement. [The Sub-recipient does not receive][91] [Neither the Sub-recipient nor any of its SSRs receives][92] funding from any other source that duplicates the Grant Funds to be provided under this Agreement.

Any material misrepresentation by the Sub-recipient of the matters listed above is a breach, and shall constitute grounds for termination, of this Agreement.

ARTICLE 9

COVENANTS OF THE SUB-RECIPIENT

For the Implementation Period, the Sub-recipient covenants and agrees to CRS the following:

9.1 Authority. Each and every person executing and delivering documents related to this Agreement (including, but not limited to, any amendments to this Agreement) shall, at the time of such execution and delivery, have been duly authorized to represent or otherwise act on behalf of the Sub-recipient to execute and deliver such documents;

9.2 Notice of Material Events. The Sub-recipient shall immediately provide written notice to CRS of any claims, investigations or proceedings which, if determined adversely, could reasonably be expected to result in a material adverse effect on the ability of the Sub-recipient[ or any of its SSRs][93] directly or indirectly to implement the Program or perform any of the other obligations under this Agreement;

9.3 Conduct of Business. The Sub-recipient shall take, [and shall ensure that each of its SSRs take,][94] all appropriate and necessary actions to preserve, renew and keep in full force and effect its legal existence and all of the rights, licenses and permits which may be required to implement Program Activities;

9.4 Compliance with Laws. The Sub-recipient shall comply, [and shall ensure that each of its SSRs complies,][95] with Host Country law and other applicable laws, including, but not limited to, intellectual property law and sanctions orders, when carrying out Program Activities;

9.5 Notification of Additional Funding. The Sub-recipient shall provide written notice to CRS of any additional funding received by the Sub-recipient[ or any of its SSRs,][96] which may require an adjustment to the Program to ensure that the representation made in Section 8.7 continues to be valid during the entire Implementation Period of the Program; and

9.6 Program Management. The Sub-recipient shall:

(1) maintain a sufficient number of skilled and experienced personnel with (a) all required and relevant professional and technical experience, expertise, qualifications and registrations and (b) a high standard of moral and ethical integrity, including compliance with the applicable Codes of Conduct, to effectively perform and manage the implementation of the Program;

(2) maintain an adequate internal control system that effectively supports its compliance with the requirements of this Agreement, including, but not limited to, an accounting system that can correctly and promptly record all transactions and balances with clear references to the Budget and workplan of the Program as well as final beneficiary or payee;

(3) manage all transactions with and transfers to its [SSRs and][97] Suppliers in a transparent and well-documented manner;

(4) ensure that Grant Funds are not used to support, finance or promote violence, aid terrorist or terrorist-related activity or fund organizations known to support terrorism; [and][98]

(5) secure and maintain relevant storage and other facilities for the quality use, and ensure adequate functioning, of relevant Program Assets. [; and

(6) exercise sufficient oversight over its SSRs to, among others, safeguard relevant Program Assets and secure timely and adequate keeping of Program Books and Records as well as reporting, as required by this Agreement and agreements with its SSRs.][99]

ARTICLE 10

CHANGE OF SUB-RECIPIENT; SUSPENSION; TERMINATION;

EXPIRY OF THE IMPLEMENTATION PERIOD OF THE PROGRAM

10.1 Change of the Sub-recipient. If at any time, the Global Fund, CRS or the Sub-recipient concludes that the Sub-recipient is not able to perform the role of Sub-recipient and to carry out relevant responsibilities properly under this Agreement or if, for whatever reason, the Global Fund, CRS or the Sub-recipient wish to transfer some or all of the responsibilities of the Sub-recipient under this Agreement to another entity that is able and willing to accept those responsibilities, then such other entity may be substituted for the Sub-recipient in this Agreement. The substitution shall occur on such terms and conditions as CRS and the substituting entity may agree, in consultation with the CCM. The Sub-recipient shall[, and shall ensure that each of its Suppliers][100] [, and shall ensure that each of its SSRs and Suppliers][101] cooperate fully with CRS to facilitate the transfer.

10.2 Suspension and Termination. CRS shall have the right to terminate or suspend this Agreement in whole or in part for any breach by the Sub-recipient of any provision of this Agreement or any other reason to be determined by CRS at its sole discretion, upon giving the Sub-recipient written notice. Any part of this Agreement that is not terminated or suspended shall remain in full force and effect.

10.3 Procedures upon Expiry of the Implementation Period or Early Termination. Upon the expiry of the Implementation Period or the early full or partial termination of this Agreement for any reason, the Sub-recipient shall, by such time as CRS communicates in writing, and among other procedures which may be requested by CRS:

(1) ensure that all Health Products, goods, services and activities financed with Grant Funds[, including those procured and implemented by SSRs,][102] are fully paid;

(2) provide all related reports (including the final audited financial report of the Program) requested by CRS;

(3) return to CRS any Grant Funds that have not been expended by the Sub-recipient for the Program Activities as of the expiry date of the Implementation Period or the date of the termination notice (as applicable), if requested to do so by CRS;

(4) within one month of such expiry or early termination, provide CRS with an inventory of all Program Assets and a list of all receivables (if any) outstanding under this Agreement; and

(5) provide a plan (prepared in consultation with CRS) for the use of all Program Assets and receivables referred to in sub-paragraph (4) of this Section, and such plan shall be subject to the final approval of each of the Global Fund and CRS.

10.4 Transfer of Program Assets. Upon the expiry of the Implementation Period for the Program or on the earlier termination of this Agreement, the title to relevant Program Assets shall be transferred or otherwise disposed of by the Sub-recipient in accordance with CRS’ written instructions.

ARTICLE 11

REFUNDS; LIMITATION OF LIABILITY; INDEMNIFICATION

11.1 Right to Request a Refund. Notwithstanding the availability or exercise of any other remedies under this Agreement, CRS may require the Sub-recipient to refund to CRS the relevant Grant Funds in any of the following circumstances:

(1) requests are made pursuant to the relevant provisions of this Agreement;

(2) this Agreement has been terminated or suspended (wholly or in part);

(3) there has been a breach by the Sub-recipient of any provision of this Agreement;

(4) the Sub-recipient has made a material misrepresentation with respect to any matter related to this Agreement; or

(5) CRS has disbursed the Grant Funds in question to the Sub-recipient in error or CRS has disbursed an amount in error to a third-party on behalf of the Sub-recipient using information supplied by the Sub-recipient.

11.2 Limitation of CRS Liability.

(1) CRS shall have no liability to the Sub-recipient,[ SSRs,][103] any employee or any contractor or Supplier thereof or any other person or entity under this Agreement or as a result of the implementation of the Program whatsoever. Any financial or other liability that may arise as a result of the implementation of the Program shall be the sole responsibility of the Sub-recipient, and CRS assumes no liability for any loss or damage to any person or property arising from the Program. In no event shall CRS or any of its directors, officers, employees, agents or affiliates be liable for any indirect, special, punitive or consequential damages to the Sub-recipient, any employees or any contractor thereof or any other person or entity.

(2) CRS makes no warranty or representation, either express or implied, as to the fitness, quality, design, condition, capacity, suitability, merchantability or performance of either the Equipment or the Vehicles or of the material or workmanship thereof. The Sub-recipient accordingly agrees not to assert any claim whatsoever against CRS based thereon.

(3) Neither the Global Fund nor CRS assumes any liability for any loss or damage to any person or property arising out of (i) this Agreement, (ii) the Program or (iii) the acts or omissions to act of the Sub-recipient or any of its agents, vendors, or employees. Furthermore, the Sub-recipient shall, and shall require each Equipment User, Vehicle User and Passenger to, hold CRS harmless for any accidents, incidents or damage to or from any Equipment or Vehicle, the property of a third party or bodily harm to, or the death of, an Equipment User, Vehicle User, Passenger or third party resulting from, or related to, any Equipment or Vehicle.

(4) The Sub-recipient acknowledges that the Program is not implemented on behalf of the Global Fund.

(5) The Parties agree that this Agreement does not create any actual or apparent agency, partnership, joint venture, franchise or relationship of employer and employee as between either CRS or the Global Fund and the Sub-recipient or any other person involved in the Program. Furthermore, the Parties expressly (i) disclaim any actual or apparent agency, partnership, joint venture, franchise or relationship of employer and employee between them, (ii) agree that they are acting solely as autonomous entities hereunder and (iii) agree that the Parties have no fiduciary duty to one another or any other special or implied duties that are not expressly stated herein. [In particular, in making Disbursements on behalf of the Sub-recipient under this Agreement, CRS is acting solely as a payment facilitator for the Sub-recipient and does not assume any obligation or relationship of agency or trust for or with the Sub-recipient or any of its employees.][104] The Sub-recipient shall not, and shall ensure that each of its[ SSRs and][105] Suppliers does not, under any circumstances, represent that it is an agent of CRS or the Global Fund, and shall take all reasonable precautions to avoid any perception that such relationship exists.

(6) The Sub-recipient shall be solely responsible for its employees and agents for all aspects of the employment relationship, including, but not limited to, the payment of salaries, benefits and social contributions and taxes; any required disciplinary action; liability for injuries to the employees and agents and for any injuries to others caused by such employees and agents. The Sub-recipient and the Sub-recipient’s employees and agents shall not claim (i) to be employees of CRS or (ii) any rights granted to CRS employees. Nothing in this Agreement, express or implied, shall give to any person, other than the Parties hereto, any benefit or any legal or equitable right, remedy or claim under this Agreement.

(7) In the event that any employee or agent of the Sub-recipient takes any direct or indirect action against CRS, including, but not limited to, the issuance of a demand letter, the commencement or threat of a legal proceeding or otherwise, for any matter whatsoever, CRS will refer such employee or agent to the Sub-recipient, which shall immediately take any action required to address and resolve the matter raised by such employee or agent without prejudice to, or the involvement of, CRS.

11.3 Indemnification. The Sub-recipient shall defend, indemnify and hold harmless each of CRS and the Global Fund, its directors, officers and employees and any of its agents and contractors from and against (1) any and all losses of each of CRS and the Global Fund, its directors, officers and employees, and (2) any and all claims, liabilities, actual or contingent suits, actions (including charges, disbursements and reasonable fees of counsel), proceedings, damages, expenses and obligations of any kind that may be incurred by each of CRS or the Global Fund or asserted against each of CRS or the Global Fund, its directors, officers and employees by or on behalf of any person on account of, based or resulting from, arising out of (or which may be claimed to arise out of) the acts or omissions of the Sub-recipient, and any of its agents, employees,[ SSRs,][106] Suppliers, assignees, transferees, delegees or successors (“Covered Acts or Omissions”). For the avoidance of doubt, Covered Acts or Omissions include the publication or dissemination of any information derived from or related to the implementation of the Program, including without limitation, each of the Global Fund’s and CRS’: (i) determination of compliance with this Agreement (including any downstream obligations contained herein) by the Sub-recipient and any of its agents, employees,[ SSRs,][107] Suppliers, assignees, transferees, delegees or successors; or (ii) management actions taken in relation to the Program, the Sub-recipient and any of its agents, employees,[ SSRs,][108] Suppliers, assignees, transferees, delegees or successors.

ARTICLE 12

MISCELLANEOUS

12.1 Confidential Information.

(1) Confidential Information means any information (written, oral or observed) relating to CRS’: (i) donors and potential donors; (ii) personal profiles of beneficiaries; (iii) personal profiles of employees; (iv) business and strategic plans; (v) finances; or (vi) relationships with any government agency or instrumentality. Confidential Information also includes information specifically designated confidential by CRS or that the Sub-recipient knows or reasonably should know is not generally known to the public. Notwithstanding the foregoing, Confidential Information shall not include any information that is generally known to the public or readily ascertainable from publicly available sources.

(2) The Sub-recipient understands and agrees that during the Implementation Period and thereafter, it may receive or become aware of Confidential Information. The Sub-recipient agrees, for the Implementation Period and thereafter, to keep such information confidential, and further agrees to not communicate, divulge, disclose or otherwise use, directly or indirectly, any Confidential Information, except to the extent required for the performance of its duties hereunder. The Sub-recipient shall take all reasonable measures necessary to enforce these obligations with respect to its employees.

12.2 Privileges and Immunities. Nothing in or related to this Agreement may be construed as a waiver, express or implied, of the privileges and immunities that may be accorded to CRS under (i) international law, including international customary law, any international conventions, treaties or agreements or (ii) any national laws.

12.3 Modification or Amendment. No modification of this Agreement shall be valid unless in writing and signed by an authorized representative of CRS and an authorized representative of the Sub-recipient. Notwithstanding the foregoing, the Sub-recipient agrees to comply with any unilateral amendment to this Agreement made by CRS, when such amendment is made (a) to reflect requirements imposed on CRS by (i) applicable law or (ii) the Global Fund, (b) in a Revision Notice or a Limited Cash Policy Notice pursuant to Article 3 or (c) as otherwise provided in this Agreement.

12.4 Dissemination of Information. The Sub-recipient acknowledges and agrees, and shall ensure that each of its [SSRs and][109] Suppliers acknowledges and agrees, that each of CRS and the Global Fund shall have the right to freely publish or disseminate information derived from the implementation of the Program, including, but not limited to, the nature of the Program and the terms of this Agreement, any information received or discovered under Section 7.6 and any reports produced under Section 7.5 without incurring any obligation or liability to the Sub-recipient or any of its [SSRs or][110] Suppliers.

12.5 Failure to Enforce Rights. No delay in exercising, or omission to exercise, any right, power by or remedy accruing to a Party under this Agreement upon default shall impair any such right, power or remedy, or be construed as a waiver thereof or an acquiescence in any such default; nor shall the action of such Party in respect of any default, or any acquiescence in any default, affect or impair any right, power or remedy of such Party in respect of any other or subsequent default.

12.6 Successors and Assignees. This Agreement shall be binding on the successors and assignees of the Sub-recipient and this Agreement shall be deemed to include the Sub-recipient’s successors and assignees. However, nothing in this Agreement shall permit any assignment by the Sub-recipient without the prior written approval of CRS and the Global Fund.

12.7 Arbitration.

(1) The Parties shall seek amicably to settle all disputes arising out of or in connection with this Agreement by negotiation. If, within thirty (30) calendar days after written notice by either Party of the existence of a dispute, the Parties do not resolve such dispute, then the dispute shall be referred to the Parties’ senior management for further negotiation. [If the dispute has not been settled within forty-five (45) calendar days thereafter, such dispute shall be finally settled under the International Arbitration Rules of the International Centre for Dispute Resolution (ICDR) of the American Arbitration Association (AAA), in accordance with the International Bar Association’s Rules of Evidence, by one or more arbitrators appointed in accordance with the said International Arbitration Rules and the provisions of this section.][111] [If the dispute has not been settled within forty-five (45) calendar days thereafter, such dispute shall be finally settled under the Commercial Arbitration Rules of the American Arbitration Association (AAA), by one or more arbitrators appointed in accordance with the said Arbitration Rules and the provisions of this section.][112] The Parties agree that if the amount of the dispute is less than $1,000,000 or its local currency equivalent, then only one arbitrator shall preside over the proceedings. The language of the arbitration shall be English. The place of the arbitration shall be in Baltimore, Maryland, USA. The arbitrator(s) are authorized to award to the prevailing Party, if any, as determined by the arbitrator(s) its costs and expenses, including attorneys’ fees, disbursements and charges.

(2) The arbitrator(s) shall have the discretion to hear and determine at any stage of the arbitration any issue asserted by any Party to be dispositive of any claim or counterclaim, in whole or part, in accordance with such procedure as the arbitrator(s) may deem appropriate, and the arbitrator(s) may render an award on such issue.

(3) The award shall be rendered within nine (9) months of the appointment of the arbitrator(s), unless the arbitrator(s) determine that the interest of justice requires that such limit be extended. The arbitration shall conclude and the dispute resolved by issuance of a written decision which may include, as appropriate, a monetary award, but not a penalty or punitive, consequential or exemplary damages, however described. An arbitral tribunal constituted under this Agreement may, unless consolidation would prejudice the rights of any party, consolidate an arbitration hereunder with an arbitration under related agreements if the arbitration proceedings raise common questions of law or fact. If two or more arbitral tribunals under these agreements issue consolidation orders, the order issued first shall prevail.

(4) Judgment upon any award(s) rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each Party hereby waives all objection which it may have at any time to the laying of venue of any proceedings brought in such courts, waives any claim that such proceedings have been brought in an inconvenient forum and further waives the right to object with respect to such proceedings that any such court does not have jurisdiction over such Party.

(5) The Parties undertake to keep confidential all awards in their arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another Party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required of a Party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority. Nothing in this Agreement shall prevent either Party from seeking provisional measures from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate.

(6) To the extent that the Sub-recipient has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, the Sub-recipient hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under this Agreement.

12.8 Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Maryland, USA (without reference to the conflicts of laws rules thereof).

12.9 Survival. All agreements, representations and covenants made by the Sub-recipient in this Agreement shall be considered to have been relied upon by CRS and shall survive the execution and delivery of this Agreement, regardless of any investigation or assessment made by CRS or by another third party on its behalf prior to the execution and delivery of this Agreement or notwithstanding that CRS may have had notice or knowledge of any fact or incorrect representation or warranty at any time during the Implementation Period, and shall continue in full force and effect until the end of such Implementation Period. Sections 2.1 to 2.4, 3.1, 3.3(3), 3.4 to 3.6,[ 4.2(4),][113] 4.3(2), 5.2, 6.2(1), 6.4(2), 6.5, 6.6, 7.1, 7.5, 7.6, 10.3, 10.4 and Articles 11 and 12 of these Standard Terms and Conditions, the requirement to submit reports contained in Annex B and any other provisions of this Agreement, and any modification thereto, that are by their nature intended to survive the expiration or termination of the Agreement shall survive the expiry of the Implementation Period or early termination of this Agreement. The expiry of the Implementation Period or any early termination of this Agreement, for whatever reason, shall not affect any rights or obligations accrued or subsisting to either Party prior to such expiry or early termination.

12.10 Notices. Any notice under this Agreement given by one Party to the other Party (the “Notice”) shall be made in writing and delivered personally or by certified or registered mail (postage prepaid), by international courier, by fax, or by electronic messaging system to the relevant address or number provided in the Cover Letter or to such other address(es) or number(s) as any Party may designate by written notice to the other Party in accordance with this Section.

Any Notice shall be deemed to have been duly given (a) when delivery to the receiving Party is complete if delivered in person or via international courier, (b) upon receipt if delivered by registered or certified mail, postage prepaid, (c) upon confirmation of successful transmission if sent by facsimile and (d) when successfully sent if effected through electronically messaging system, provided that it is followed by transmittal of the original of such Notice via international courier or by registered or certified mail, postage prepaid.

Furthermore, the Sub-recipient shall send a copy of any notice provided under Article 12.7 by certified or registered airmail, postage prepaid, or internationally recognized air courier to:

General Counsel

Office of General Counsel

Catholic Relief Services

228 West Lexington Street

Baltimore, MD 21201

U.S.A.

12.11 Counterparts; Delivery through Facsimile or Electronic Messaging System. This Agreement may be executed in one or more identical counterparts, all of which shall constitute one and the same agreement as if the Parties had signed the same document. This Agreement may also be signed and delivered by facsimile transmission or by electronic messaging system, and such signature and delivery shall have the same force and effect as an original document with original signatures.

12.12 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and sets out all the conditions, understandings and agreements between the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. There are no conditions, understandings or other agreements, oral or written, express, implied or collateral between the Parties in connection with the subject matter of this Agreement except as specifically set forth in this Agreement.

12.13 Language. [This Agreement has been made in the English language and only this English language version of this Agreement is binding. Any translation of this Agreement into another language, regardless of the source of such translation, is solely for convenience of the Parties. In the event of any discrepancy between this Agreement and any such convenience translation, this English language version shall control.][114] [Except for the Limited Cash Policy, this Agreement has been made in the English language and only this English language version of this Agreement is binding. Any translation of this Agreement into another language, regardless of the source of such translation, is solely for convenience of the Parties. In the event of any discrepancy between this Agreement and any such convenience translation, this English language version shall control. The Limited Cash Policy contained in Annex C have been prepared in the French language and only the French language version of the Limited Cash Policy is binding.][115]

12.14 Publicity. All public announcements or media contact relating to the Program or this Agreement by the Sub-recipient, including, but not limited to, Internet publicity and conference presentations and attendance, shall be pre-approved by CRS in writing. The Sub-recipient shall make such efforts as are feasible and practical to notify CRS prior to responding to unsolicited media inquiries, or, if such notice is not feasible or practical, notify CRS of any inquiry immediately thereafter.

12.15 Non-Solicitation. During the Implementation Period, the Sub-recipient shall not directly solicit, hire or endeavor to entice away from CRS any person who is employed or engaged by CRS in any managerial, technical, professional or advisory capacity. Nothing in this paragraph is intended to prohibit any conduct required by law.

12.16 Safeguarding. CRS’ Safeguarding Policy is available at https://bit.ly/crs-safeguarding-policy. The Sub-recipient must adopt, and comply with, the same or an equivalent safeguarding policy. In addition to complying with any Donor or CRS required reporting, the Sub-recipient must immediately report to CRS via http://bit.ly/crshotline or the CRS signatory of this Agreement any credible (A) allegations involving (i) trafficking of persons, (ii) abuse or (iii) exploitation that relate to programming or staff funded by CRS and (B) allegations that are not directly related to programming or staff funded by CRS, but could be reasonably expected to impact the relationship between the Sub-recipient and CRS or the reputation of the Sub-recipient or CRS. Following the reporting of an alleged safeguarding violation, the Sub-recipient will fully cooperate with CRS to undertake any investigative or corrective actions CRS deems appropriate. Further, the Sub-recipient must comply with the requirements set out within CRS’ Partner Safeguarding Policy and Procedure, available at https://www.crs.org/sites/default/files/2025-04/partner_safeguarding_policy_procedures_standards.pdf. Specifically, the Sub-recipient will fully cooperate with a sub-recipient safeguarding assessment, commit to addressing any gaps identified by CRS within the period specified by CRS and fully cooperate with the monitoring visits described in the CRS Partner Safeguarding Policy and Procedure. Failure to comply with this provision may result in termination of this Agreement without penalty to CRS.

12.17 Sanctions. In the course of implementing its obligations under this Agreement, the Sub-recipient shall not employ, engage in transactions with or provide support or resources to any individual or organization that is or is 50% or more owned by one or more individuals or organizations that are: (i) on the Specially Designated Nationals and Blocked Persons List (the “SDN List”) maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), (ii) located, organized or resident in a country or territory that is the subject of OFAC comprehensive economic sanctions, including, without limitation, Cuba, Iran, North Korea, Syria and the Crimea, Luhansk or Donetsk Regions of Ukraine, or (iii) otherwise subject to comprehensive sanctions administered by OFAC, the United Nations, HM Treasury, the European Union, Switzerland or any other relevant sanctions authority, unless doing so would be otherwise permitted by a specific or general license provided by OFAC and other relevant authorities. In addition, in the course of implementing its obligations under this Agreement, the Sub-recipient agrees to comply with any applicable export and reexport control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce.

Instructions: If the Sub-recipient will co-locate in CRS’ facilities or use CRS’ vehicles or other infrastructure, insert the following paragraphs:

12.18 Operating Infrastructure.

1. The Sub-recipient does not have an office, vehicles or other operating infrastructure in [INSERT COUNTRY NAME]. To reduce the significant expense involved in the Sub-recipient’s creating an operating infrastructure in [INSERT COUNTRY NAME] to implement the Program, the Sub-recipient has requested that CRS make [INSERT AS APPLICABLE: office space, vehicle fleet and other infrastructure] (collectively, the “Operating Infrastructure”) available. CRS shares the Sub-recipient’s goal of reducing overhead expenses to facilitate greater efficiency in programmatic implementation and, as a result, agrees to make the Operating Infrastructure available to the Sub-recipient.
2. However, the Sub-recipient understands and acknowledges that CRS does not provide the Operating Infrastructure in the ordinary course of its business. As a result, CRS does not accept any liability related to the Operating Infrastructure and hereby disclaims all liabilities and any express or implied warranties related to the Operating Infrastructure. The Sub-recipient understands these limitations and agrees that CRS will not be held liable for any claims in any way connected to the Operating Infrastructure.
3. CRS does not include the Sub-recipient or its employees, sub-recipients or contractors in CRS’ insurance coverage. Section 6.4(1) of this Agreement requires the Sub-recipient to procure necessary insurance. The Sub-recipient agrees that insurance related to the Operating Infrastructure is necessary under this Agreement and further agrees to procure such insurance coverage.
4. The Sub-recipient assumes all liability for all loss, damage, cost and expense arising out of or in any way connected with the Operating Infrastructure. The Sub-recipient further agrees to defend, indemnify and hold harmless CRS and its respective officers, agents, contractors, directors and employees from all loss, claims, liabilities, suits, actions, proceedings, damages, cost, expense (including charges, disbursements and fees of counsel) and obligations of any kind that may be incurred by CRS or asserted against CRS, by or on behalf of any person on account of, or resulting from, arising out of or in any way connected with the Operating Infrastructure (including, but not limited to, the claims of the Sub-recipient and the Sub-recipient’s employees and their heirs).