Common use of Procedure for disputed invoices Clause in Contracts

Procedure for disputed invoices. If Chemonics receives an invoice it deems not valid it shall return it to the Subcontractor with instructions for appropriate action, correction and re- issue. Queries from the Subcontractor regarding the validity of invoices shall be addressed first to the Paying Office and shall be resolved through the normal course of business correspondence without undue delay. Disputed invoices not resolved in the normal course of business may be escalated to the Project Team Leader/PMU Director. If a resolution is not reached it may be further escalated to the Senior Vice President - UK Division ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or their designee. Any unresolved dispute over invoice validity shall be resolved based on the procedures under the “Disputes Resolution” clause in Section 2. Schedule 3 – Particulars Clause 7.9 Hostile Environment Training: <Insert Needed / Not needed> Clause 8.1 Equipment and facilities: <Insert details or add Not needed> Clause 8.4 Equipment and facilities: Huawei Technologies Company, ZTE Corporation, Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, and Dahua Technology Company. Clause 23 Insurance: [Not required] [The provisions of clause 3.2 shall apply to determine the Subcontractor’s insurance obligations.] [The Subcontractor must effect and maintain the insurance required for a minimum of six (6) years following the expiration or earlier termination of the Prime Contract.] [The limits of the insurance cover that the Subcontractor shall effect and maintain shall be the same limits that Chemonics is obliged to effect and maintain as set out in the Prime Contract.] [Upon written notice from Chemonics to the Subcontractor, the Subcontractor shall give Chemonics such information as Chemonics reasonably requires to enable Chemonics to establish that the Subcontractor is complying with its insurance obligations under this agreement.] During this agreement and for a period of one year afterwards the Subcontractor shall maintain in force the following insurance policies with reputable insurance companies: (a) public liability insurance with a limit of at least £[AMOUNT] a claim; (b) professional indemnity insurance with a limit of at least £[AMOUNT] for claims arising from a single event or series of related events in a single calendar year; and (c) employer's liability insurance with a limit of at least £[AMOUNT] for claims arising from a single event or series of related events in a single calendar year. <consider if any other insurance needed, for instance travel, medical, evacuation insurance, vehicles insurances, locally required insurances, etc > On taking out and on renewing each policy, the Subcontractor shall promptly send a copy of the receipt for the premium to Chemonics. On Chemonics’ written request, the Subcontractor shall provide Chemonics with copies of the insurance policy certificates and details of the cover provided. The Subcontractor shall ensure that any subcontractors also maintain adequate insurance having regard to their obligations under this agreement. The Subcontractor shall notify Chemonics if any policy is (or will be) cancelled or its terms are (or will be) subject to any material change. The Subcontractor's liabilities under this agreement shall not be deemed to be released or limited by the Subcontractor taking out the insurance policies referred to in this Schedule. Not applicable. The alterations are indicated in the [following OR attached] version of the Prime Contract, which has been marked up to show deletions, additions and amendments made for the purposes of this agreement. The alterations to the Prime Contract for the purpose of this agreement are as follows: a) Clause [NUMBER] deleted: The entire text of Clause [NUMBER] is deleted and replaced with the words “Not used”. b) Clause [NUMBER] added: This clause is inserted: [NEW CLAUSE]. c) Clause [NUMBER] amended: This clause is amended to read as follows: [AMENDED CLAUSE IN FULL]. Chemonics’ Standards of Business Conduct which can be downloaded here: ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/our-approach/standards-business-conduct <insert here any additional mandatory policies. Make sure not to duplicate if policies are already included in the Subcontract.> 1. In this Schedule the following definitions apply: 2. If TUPE applies, or is alleged to apply, to transfer the employment of any person employed by the Subcontractor (or by any subcontractor of the Subcontractor) to Chemonics or any New Supplier then, in addition to Chemonics’ or any New Supplier’s rights or entitlements arising from the Prime Contract under clause 3 of this agreement, and notwithstanding (and in priority to) any provision to the contrary in the Prime Contract as implemented in this agreement by virtue of clause 3 of this agreement, if Chemonics or such New Supplier shall serve a notice terminating the employment of such person within six months after the date of such transfer or alleged transfer, the Subcontractor shall indemnify Chemonics and the New Supplier in respect of any statutory or contractual redundancy payment payable in respect of such person, and any compensation or damages which Chemonics or the New Supplier is obliged to pay to such person for unfair and/or wrongful dismissal or as a reasonable settlement of a claim for such compensation or damages. 3. Without exclusion of clause 3.2 of this agreement (which may also apply in parallel to this paragraph 3) where: (a) (as determined by Chemonics in its sole and absolute discretion and notified by Chemonics to the Subcontractor) there will, may, might or could be a Relevant Transfer (as defined in the Prime Contract); directly between the Authority on the one part and the Subcontractor on the other part (or vice versa), and/or then wherever in clauses 6, 9, 16 or 46.3 of the Prime Contract and/or Schedule 2 of the Prime Contract, or in Schedule 1 of the Prime Contract to the extent (only) that a defined term in that Schedule 1 is used in those clauses 6, 9, 16 or 46.3 and/or Schedule 2 of the Prime Contract, (i) there is a reference to Chemonics or a term referring to Chemonics, and (ii) such reference to Chemonics or term referring to Chemonics confers an obligation (but not a right) on Chemonics, a reference to the Subcontractor or a term referring to the Subcontractor shall be substituted for the reference to Chemonics or term referring to Chemonics, but any reference to the Authority or to any third party to the Prime Contract (other than the Subcontractor) or a term referring to the Authority or to any to third party to the Prime Contract (other than the Subcontractor) shall remain as a reference to the Authority or relevant third party, or as a term referring to the Authority or relevant third party1. 4. The parties agree that the Contracts (Rights of Third Parties) Act 1999 shall apply to this Schedule to the extent necessary to ensure that any New Supplier shall have the right to enforce the obligations owed to, and indemnities given to, the New Supplier by the Subcontractor in its own right pursuant to section 1(1) of the Contracts (Rights of Third Parties) Act 1999. 1 Explanatory Note: Paragraph 3 of Schedule 6 is designed to confer obligations on the Subcontractor that the Authority can enforce against the Subcontractor in case TUPE applies to transfer the Subcontractor’s employees to the Authority. These obligations mirror Chemonics’ obligations to the Authority under the Prime Contract. 5. Notwithstanding paragraph 4, it is expressly agreed that the parties may by agreement rescind or vary this Schedule or any term of this Schedule without the consent of any other person who has the right to enforce the terms of this Schedule or the term in question notwithstanding that such rescission or variation may extinguish or alter that person's entitlement under that right. <You must use these clauses in their entirety and without edit anytime you are transferring data from a UK or EU based entity. The contents cannot be edited (unless where noted) in order to remain valid.> EUROPEAN COMMISSION DIRECTORATE-GENERAL JUSTICE Directorate C: Fundamental rights and Union citizenship Unit C.3: Data protection .............................................................................................................................. (name) <Enter name and address of the EU based entity> .............................................................................................................................. (address and country of establishment) hereinafter “data importer” each a “party”; together “the parties”.

Procedure for disputed invoices. If Chemonics receives an invoice it deems not valid it shall return it to the Subcontractor with instructions for appropriate action, correction and re- issue. Queries from the Subcontractor regarding the validity of invoices shall be addressed first to the Paying Office and shall be resolved through the normal course of business correspondence without undue delay. Disputed invoices not resolved in the normal course of business may be escalated to the Project Team Leader/PMU Technical Practice Lead or Programme Director. If a resolution is not reached it may be further escalated to the Senior Vice President - UK Division ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or their designee. Any unresolved dispute over invoice validity shall be resolved based on the procedures under the “Disputes Resolution” clause in Section 2. Schedule 3 – Particulars Clause 7.9 Hostile Environment Training: <Insert Needed / Not needed> Clause 8.1 Equipment and facilities: <Insert details or add Not needed> Clause 8.4 Equipment and facilities: Huawei Technologies Company, ZTE Corporation, Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, and Dahua Technology Company. Clause 23 Insurance: [Not required] [The provisions of clause 3.2 shall apply to determine the Subcontractor’s insurance obligations.] [The Subcontractor must effect and maintain the insurance required for a minimum of six (6) years following the expiration or earlier termination of the Prime Contract.] [The limits of the insurance cover that the Subcontractor shall effect and maintain shall be the same limits that Chemonics is obliged to effect and maintain as set out in the Prime Contract.] [Upon written notice from Chemonics to the Subcontractor, the Subcontractor shall give Chemonics such information as Chemonics reasonably requires to enable Chemonics to establish that the Subcontractor is complying with its insurance obligations under this agreement.] During this agreement and for a period of one year afterwards the Subcontractor shall maintain in force the following insurance policies with reputable insurance companies: (a) public liability insurance with a limit of at least £[AMOUNT] a claim; (b) professional indemnity insurance with a limit of at least £[AMOUNT] for claims arising from a single event or series of related events in a single calendar year; and (c) employer's liability insurance with a limit of at least £[AMOUNT] for claims arising from a single event or series of related events in a single calendar year. <consider if any other insurance needed, for instance travel, medical, evacuation insurance, vehicles insurances, locally required insurances, etc > On taking out and on renewing each policy, the Subcontractor shall promptly send a copy of the receipt for the premium to Chemonics. On Chemonics’ written request, the Subcontractor shall provide Chemonics with copies of the insurance policy certificates and details of the cover provided. The Subcontractor shall ensure that any subcontractors also maintain adequate insurance having regard to their obligations under this agreement. The Subcontractor shall notify Chemonics if any policy is (or will be) cancelled or its terms are (or will be) subject to any material change. The Subcontractor's liabilities under this agreement shall not be deemed to be released or limited by the Subcontractor taking out the insurance policies referred to in this Schedule. Not applicable. The alterations are indicated in the [following OR attached] version of the Prime Contract, which has been marked up to show deletions, additions and amendments made for the purposes of this agreement. The alterations to the Prime Contract for the purpose of this agreement are as follows: a) Clause [NUMBER] deleted: The entire text of Clause [NUMBER] is deleted and replaced with the words “Not used”. b) Clause [NUMBER] added: This clause is inserted: [NEW CLAUSE]. c) Clause [NUMBER] amended: This clause is amended to read as follows: [AMENDED CLAUSE IN FULL]. Chemonics’ Standards of Business Conduct which can be downloaded here: ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/our-approach/standards-business-conduct <insert here any additional mandatory policies. Make sure not to duplicate if policies are already included in the Subcontract.>> Example Due Diligence Action Plan: Per section X of this subcontract, Supplier agrees to abide by FCDO’s Supply Partner Code of Conduct. Supplier agrees to take the following actions to meet minimum requirements of the FCDO Code of Conduct. Supplier shall submit to Chemonics’ Representative proof of remedy by the below deadlines for Chemonics’ Representative approval. Failure to remedy such deficiencies by the agreed upon deadline may constitute a breach of contract. E.g., Compliance Level 1 Suppliers must be signatory to UN Global Compact Supplier will take necessary steps to upgrade from a participant to a signatory with the UN Global Compact 3 months from latest contract signature date Or Specify exact date E.g., All suppliers are required to have a formal Whistleblowing policy Supplier will draft and share with Chemonics its organisational Whistleblowing policy. At a minimum, this policy shall include X, Y, Z. 1. In this Schedule the following definitions apply: 2. If TUPE applies, or is alleged to apply, to transfer the employment of any person employed by the Subcontractor (or by any subcontractor of the Subcontractor) to Chemonics or any New Supplier then, in addition to Chemonics’ or any New Supplier’s rights or entitlements arising from the Prime Contract under clause 3 of this agreement, and notwithstanding (and in priority to) any provision to the contrary in the Prime Contract as implemented in this agreement by virtue of clause 3 of this agreement, if Chemonics or such New Supplier shall serve a notice terminating the employment of such person within six months after the date of such transfer or alleged transfer, the Subcontractor shall indemnify Chemonics and the New Supplier in respect of any statutory or contractual redundancy payment payable in respect of such person, and any compensation or damages which Chemonics or the New Supplier is obliged to pay to such person for unfair and/or wrongful dismissal or as a reasonable settlement of a claim for such compensation or damages. 3. Without exclusion of clause 3.2 of this agreement (which may also apply in parallel to this paragraph 3) where: (a) (as determined by Chemonics in its sole and absolute discretion and notified by Chemonics to the Subcontractor) there will, may, might or could be a Relevant Transfer (as defined in the Prime Contract); directly between the Authority on the one part and the Subcontractor on the other part (or vice versa), and/or then wherever in clauses 6, 9, 16 or 46.3 of the Prime Contract and/or Schedule 2 of the Prime Contract, or in Schedule 1 of the Prime Contract to the extent (only) that a defined term in that Schedule 1 is used in those clauses 6, 9, 16 or 46.3 and/or Schedule 2 of the Prime Contract, (i) there is a reference to Chemonics or a term referring to Chemonics, and (ii) such reference to Chemonics or term referring to Chemonics confers an obligation (but not a right) on Chemonics, a reference to the Subcontractor or a term referring to the Subcontractor shall be substituted for the reference to Chemonics or term referring to Chemonics, but any reference to the Authority or to any third party to the Prime Contract (other than the Subcontractor) or a term referring to the Authority or to any to third party to the Prime Contract (other than the Subcontractor) shall remain as a reference to the Authority or relevant third party, or as a term referring to the Authority or relevant third party1. 4. The parties agree that the Contracts (Rights of Third Parties) Act 1999 shall apply to this Schedule to the extent necessary to ensure that any New Supplier shall have the right to enforce the obligations owed to, and indemnities given to, the New Supplier by the Subcontractor in its own right pursuant to section 1(1) of the Contracts (Rights of Third Parties) Act 1999. 1 Explanatory Note: Paragraph 3 of Schedule 6 is designed to confer obligations on the Subcontractor that the Authority can enforce against the Subcontractor in case TUPE applies to transfer the Subcontractor’s employees to the Authority. These obligations mirror Chemonics’ obligations to the Authority under the Prime Contract. 5. Notwithstanding paragraph 4, it is expressly agreed that the parties may by agreement rescind or vary this Schedule or any term of this Schedule without the consent of any other person who has the Subcontractor in its own right pursuant to enforce the terms of this Schedule or the term in question notwithstanding that such rescission or variation may extinguish or alter that person's entitlement under that right. <You must use these clauses in their entirety and without edit anytime you are transferring data from a UK or EU based entity. The contents cannot be edited (unless where notedsection 1(1) in order to remain valid.> EUROPEAN COMMISSION DIRECTORATE-GENERAL JUSTICE Directorate C: Fundamental rights and Union citizenship Unit C.3: Data protection .............................................................................................................................. (name) <Enter name and address of the EU based entity> .............................................................................................................................. Contracts (address and country Rights of establishmentThird Parties) hereinafter “data importer” each a “party”; together “the parties”Act 1999.

Procedure for disputed invoices. If Chemonics receives an invoice it deems not valid it shall return it to the Subcontractor with instructions for appropriate action, correction and re- issue. Queries from the Subcontractor regarding the validity of invoices shall be addressed first to the Paying Office and shall be resolved through the normal course of business correspondence without undue delay. Disputed invoices not resolved in the normal course of business may be escalated to the Project Team Leader/PMU Director. If a resolution is not reached it may be further escalated to the Senior Vice President - UK Division ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or their designee. Any unresolved dispute over invoice validity shall be resolved based on the procedures under the “Disputes Resolution” clause in Section 2. Schedule 3 – Particulars Clause 7.9 Hostile Environment Training: <Insert Needed / Not needed> Clause 8.1 Equipment and facilities: <Insert details or add Not needed> Clause 8.4 Equipment and facilities: Huawei Technologies Company, ZTE Corporation, Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, and Dahua Technology Company. Clause 23 Insurance: [Not required] [The provisions of clause 3.2 shall apply to determine the Subcontractor’s insurance obligations.] [The Subcontractor must effect and maintain the insurance required for a minimum of six (6) years following the expiration or earlier termination of the Prime Contract.] [The limits of the insurance cover that the Subcontractor shall effect and maintain shall be the same limits that Chemonics is obliged to effect and maintain as set out in the Prime Contract.] [Upon written notice from Chemonics to the Subcontractor, the Subcontractor shall give Chemonics such information as Chemonics reasonably requires to enable Chemonics to establish that the Subcontractor is complying with its insurance obligations under this agreement.] During this agreement and for a period of one year afterwards the Subcontractor shall maintain in force the following insurance policies with reputable insurance companies: (a) public liability insurance with a limit of at least £[AMOUNT] a claim; (b) professional indemnity insurance with a limit of at least £[AMOUNT] for claims arising from a single event or series of related events in a single calendar year; and (c) employer's liability insurance with a limit of at least £[AMOUNT] for claims arising from a single event or series of related events in a single calendar year. <consider if any other insurance needed, for instance travel, medical, evacuation insurance, vehicles insurances, locally required insurances, etc > On taking out and on renewing each policy, the Subcontractor shall promptly send a copy of the receipt for the premium to Chemonics. On Chemonics’ written request, the Subcontractor shall provide Chemonics with copies of the insurance policy certificates and details of the cover provided. The Subcontractor shall ensure that any subcontractors also maintain adequate insurance having regard to their obligations under this agreement. The Subcontractor shall notify Chemonics if any policy is (or will be) cancelled or its terms are (or will be) subject to any material change. The Subcontractor's liabilities under this agreement shall not be deemed applicable requirements to be released or limited by the Subcontractor taking out the insurance policies referred to in this Schedule. Not determined based on identified supplier> If applicable. The alterations are indicated in the [following OR attached] version of the Prime Contract, which has been marked up to show deletions, additions and amendments made for the purposes of this agreement. The alterations to the Prime Contract for the purpose of this agreement are as follows: a) Clause [NUMBER] deleted: The entire text of Clause [NUMBER] is deleted and replaced with the words “Not used”. b) Clause [NUMBER] added: This clause is inserted: [NEW CLAUSE]. c) Clause [NUMBER] amended: This clause is amended to read as follows: [AMENDED CLAUSE IN FULL]. Chemonics’ Standards of Business Conduct which can be downloaded here: ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/our-approach/standards-business-conduct <insert here any additional mandatory policies. Make sure not to duplicate if policies are already included in the Subcontract.> 1. In this Schedule the following definitions apply: 2. If TUPE applies, or is alleged to apply, to transfer the employment of any person employed by the Subcontractor (or by any subcontractor of the Subcontractor) to Chemonics or any New Supplier then, in addition to Chemonics’ or any New Supplier’s rights or entitlements arising from the Prime Contract under clause 3 of this agreement, and notwithstanding (and in priority to) any provision to the contrary in the Prime Contract as implemented in this agreement by virtue of clause 3 of this agreement, if Chemonics or such New Supplier shall serve a notice terminating the employment of such person within six months after the date of such transfer or alleged transfer, the Subcontractor shall indemnify Chemonics and the New Supplier in respect of any statutory or contractual redundancy payment payable in respect of such person, and any compensation or damages which Chemonics or the New Supplier is obliged to pay to such person for unfair and/or wrongful dismissal or as a reasonable settlement of a claim for such compensation or damages. 3. Without exclusion of clause 3.2 of this agreement (which may also apply in parallel to this paragraph 3) where: (a) (as determined by Chemonics in its sole and absolute discretion and notified by Chemonics to the Subcontractor) there will, may, might or could be a Relevant Transfer (as defined in the Prime Contract); directly between the Authority on the one part and the Subcontractor on the other part (or vice versa), and/or then wherever in clauses 6, 9, 16 or 46.3 of the Prime Contract and/or Schedule 2 of the Prime Contract, or in Schedule 1 of the Prime Contract to the extent (only) that a defined term in that Schedule 1 is used in those clauses 6, 9, 16 or 46.3 and/or Schedule 2 of the Prime Contract, (i) there is a reference to Chemonics or a term referring to Chemonics, and (ii) such reference to Chemonics or term referring to Chemonics confers an obligation (but not a right) on Chemonics, a reference to the Subcontractor or a term referring to the Subcontractor shall be substituted for the reference to Chemonics or term referring to Chemonics, but any reference to the Authority or to any third party to the Prime Contract (other than the Subcontractor) or a term referring to the Authority or to any to third party to the Prime Contract (other than the Subcontractor) shall remain as a reference to the Authority or relevant third party, or as a term referring to the Authority or relevant third party1. 4. The parties agree that the Contracts (Rights of Third Parties) Act 1999 shall apply to this Schedule to the extent necessary to ensure that any New Supplier shall have the right to enforce the obligations owed to, and indemnities given to, the New Supplier by the Subcontractor in its own right pursuant to section 1(1) of the Contracts (Rights of Third Parties) Act 1999. 1 Explanatory Note: Paragraph 3 of Schedule 6 is designed to confer obligations on the Subcontractor that the Authority can enforce against the Subcontractor in case TUPE applies to transfer the Subcontractor’s employees to the Authority. These obligations mirror Chemonics’ obligations to the Authority under the Prime Contract. 5. Notwithstanding paragraph 4, it is expressly agreed that the parties may by agreement rescind or vary this Schedule or any term of this Schedule without the consent of any other person who has the right to enforce the terms of this Schedule or the term in question notwithstanding that such rescission or variation may extinguish or alter that person's entitlement under that right. <You must use these clauses in their entirety and without edit anytime you are transferring data from a UK or EU based entity. The contents cannot be edited (unless where noted) in order to remain valid.> EUROPEAN COMMISSION DIRECTORATE-GENERAL JUSTICE Directorate C: Fundamental rights and Union citizenship Unit C.3: Data protection .............................................................................................................................. (name) <Enter name and address of the EU based entity> .............................................................................................................................. (address and country of establishment) and hereinafter “data importer” each a “party”; together “the parties”.