Kenya Framework Agreement 2011-2017

7/28/2019 Kenya Framework Agreement 2011-2017

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RESEARCH PROGRAMME CONSORTIUMFRAMEWORK AGREEMENT

This Framework Agreement is made between:

THE UNIVERSITY OF SUSSEX, a University created by Royal Charter, whoseadministrative address is at Sussex House, Falmer, Brighton, BN1 9RH (referred to asSussex)

-and-

African Migration and Development Policy Centre, SIKOKA PLACE, Loresho, P O Box14405, 00800, Nairobi, Kenya(referred to as Partner)

(each individually referred to herein as a Party and collectively as the Parties)

BACKGROUND

A. Sussex has entered into a contract (ref: PO4913, entitled Form of Contract forTechnology Development and Research Services, referred to as the HeadContract) with the Secretary of State for International Development at theDepartment for International Development (DFID). Under the Head Contract,Sussex has been commissioned by DFID to deliver a research project entitledMigrating out of Poverty, by way of a Research Programme Consortium (theRPC). Sussex shall be the lead institution for the purposes of delivery of the RPCand shall have responsibility for the financial management, administration and quality

control activities required as part of the delivery of the RPC.

B. Sussex has completed an initial Inception phase of the RPC, in which the detailedTerms of Reference for the work of the RPC were prepared and agreed with DFID.DFID now requires Sussex to implement the Substantive phase of the RPC .

C. The Partner has been identified as a Core Partner to the RPC, and the Parties intendthat the Partner will contribute significantly to the research projects required as partof the RPC. The Parties have agreed that the work to be undertaken by the Partnerfor the RPC, shall be governed by the terms of this Framework Agreement.

D. The Partners specific involvement in the RPC will be determined by way of project

applications made to Sussex which, if successful will be completed by the Partner inaccordance with this Framework Agreement. The Partner may also be asked bySussex to fulfil certain overarching research roles, and this activity will also begoverned by the terms of this Agreement.

1. DEFINITIONS

In this Framework Agreement, the following words and phrases will have the followingmeanings:

Application means an application made by the Partner to Sussex, usingthe form set out at Appendix 1 to this Framework Agreement


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and setting out a detailed proposal for either a RegionalProject or Global Project (as defined below);

Associate Partner means any organisation or institution which appears on themost up to date list, to be maintained by Sussex, oforganisations who are understood by Sussex to have expertiseor experience which could be relevant to the work of the RPC.Such list will be made available to the Partner upon request toSussex;

Background IP means information, techniques, know-how, software andmaterials (regardless of the form or medium in which they aredisclosed or stored) that are provided by one Party to the otherParty or to another Core Partner for use in a Regional Project,a Global Project or for the general work of the RPC (whetherbefore or after the date of this Agreement), except any RPCDeliverable;

Budget means the overall budget for the RPC as a whole, as set out atAppendix 2 to this Framework Agreement;

Business Day means Monday to Friday (inclusive) except any day that is abank or public holiday in England;

Call means a written communication from Sussex, sent from time totime to all Core Partners in the case of Regional Projects, orselected Core Partners in the case of Global Projects, whichsets out the RPC requirements for Global Projects or RegionalProjects and which invites Applications from the recipients of

the Call. The requirements for such Global Projects orRegional Projects shall be in accordance with the RPC Planagreed by DFID;

Collaborator means a third party which is engaged by the Partner to assistin the delivery of a Regional Project or Global Project, whichhas sufficient relevant research expertise to make a significantresearch or academic contribution to that Regional Project orGlobal Project, and which is identified in an Applicationsubmitted to Sussex by the Partner;

Confidential

Information means any information (whether disclosed in writing, byelectronic communication, orally, or otherwise), including(without limitation) any know-how, which is of a confidential orcommercially sensitive nature and is disclosed by or on behalfof one Party to the other, where at the time of disclosure theinformation:

(a) is clearly marked or otherwise identified as confidentialor commercially sensitive;

(b) if disclosed orally, is (or has been) advised as being of aconfidential or commercially sensitive nature; or

(c) is identified as being confidential information belongingto DFID;


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(d) ought to be regarded by the Party receiving theinformation, exercising reasonable skill and care, asbeing of a confidential nature;

Core Partners means the Partner and the other academic and researchinstitutions which shall participate in the RPC under and willcontribute to the research required to meet the specified aimsof the RPC. All Core Partners shall be required to enter into aFramework Agreement with Sussex in identical or substantiallysimilar form to this Framework Agreement;

Effective Date means 01 July 2011;

Equipment means any equipment, computer hardware or software,materials, goods and vehicles and associated servicesnecessarily required for the implementation of an RPC Project

or otherwise for the purposes of the RPC, which the Partnercannot reasonably be expected to provide, and which arefinanced by Sussex for use by the Partner;

Expenses Year means the annual period from 01 October to 30 September ineach year in which this Framework Agreement is in force, usedfor the calculation of the Office Expenses Payments, TravelExpenses and Miscellaneous Expenses;

FrameworkAgreement means this document, and any Project Schedules which are

agreed and executed by the Parties;

Global Project means a programme of research work to be carried out by thePartner, which:

a) concerns issues of a continental or international characterin the country or continent in which the Partner is based orissues of international concern or difficulty which fall withinthe remit of the RPC;

b) is set out in detail within an Application by the Partner inthe form required under this Framework Agreement;

c) meets the criteria set out by Sussex in the relevant Call;

andd) is the subject of a Project Schedule which has been

agreed and executed by Sussex and the Partner;

Honorarium Payment means the payments to be made to the Partner in eachExpenses Year, in accordance with clauses 3.7 to 3.9, for thepurposes identified in clause 3.9 and in the amounts identifiedin the Budget for each Expenses Year;

Inventory means the inventory of Equipment which the Partner is obligedto maintain under clause 17.3;


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IP Rights means patents, trade marks and service marks, copyright,registered designs, design rights, business or domain names,rights in computer software and databases, including databaserights and topography rights (in all such cases whetherregistered or not and together with any applications to registerand rights to apply for registration of any of them), know-how,trade secrets and other confidential information, and any or allsimilar proprietary rights (in any part of the world);

Local Ethical Approval means an ethical approval given following an ethical reviewcarried out in accordance with clause 18.4;

MiscellaneousExpenses means the expenses in the Budget under the category of

Capacity Building Activity;

Office Expenses means the sums to be paid to the Partner for the following

purposes:

a) to facilitate the employment by the Partner of aCommunications Officer to support the work of theRPC;

b) to facilitate the employment by the Partner of anAdministrator/Finance Officer to support the work ofthe RPC;

c) to subsidise the Office running costs of the Partner tosupport the work of the RPC

and Office Expenses Payment shall mean the payment of

the Office Expenses to the Partner in accordance with clauses3.12 to 3.17;

Payment Timeline means the timeline for Project Payments, as set out in Annex 3to the relevant Project Schedule;

Personal Data means any data which relates to a living individual who can beidentified from that data, or by reference to other informationwhich is in the possession (or is likely to come into thepossession) of a Party to this Agreement;

Procurement

Procedures means the procedures to be followed in the event that thePartner needs to procure Equipment with a purchase price inexcess of 10,000 for the purposes of an RPC Project or forthe purposes of the RPC, as set out in Appendix 7;

Project Budget means the budget for a Regional Project or Global Project, asset out in Annex 1 of the relevant Project Schedule, asamended (where applicable) in Annex 2 of the relevant ProjectSchedule;

Project Payment means a payment due from Sussex to the Partner as set out inan agreed and executed Project Schedule in respect of aRegional Project or a Global Project;


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Project Period means the specified dates between which the Partner isrequired under this Framework Agreement to complete aRegional Project, Global Project or RPC Ancillary Work asspecified in the relevant Project Schedule;

Project Schedule means a document executed by the Parties in the form set outin Appendix 4 to this Framework Agreement, describing thedetails of the work to be carried out by the Partner, the ProjectBudget, the Project Payments, the Payment Timeline andother terms governing the performance by the Partner of anRPC Project which is commissioned by Sussex, following asuccessful Application by the Partner, as the same may beamended from time to time by the parties pursuant to clause19.1 of this Framework Agreement;

Project TerminationDate means the Project End Date in any Project Schedule or in the

case of early termination of a Project Schedule under clause19.10, the date given in the notice sent to the Partner inaccordance with clause 19.10, on which the Project Scheduleshall be terminated;

Publish means any method by which information relating to the RPC isdisclosed to persons other than DFID, Sussex, the CorePartners, the Associate Partners or the Collaborators andPublication shall be construed accordingly;

Quality ControlProcedure means the procedure by which Sussex will evaluate and

monitor the RPC Material generated by the Partner, as set outin clause 9 and Appendix 3;

Quarter Dates means 01 April, 01 July, 01 October and 01 January eachyear, while this Framework Agreement is in force;

Regional Project means a programme of research work, to be carried out by thePartner, which

a) concerns issues of a local or regional character in thearea in which the Partner is based, or issues within theremit of the RPC which apply to a number of regional

areas, countries or continents;

b) is set out in detail within an Application by the Partnerin the form required under this Framework Agreement;

c) meets the criteria set out by Sussex in the relevantCall; and

d) for which a Project Schedule has been agreed andexecuted by Sussex and the Partner;

Research Director means Dr Priya Deshingkar, of Sussex, or her replacementappointed from time to time by Sussex;


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Review means the process, as set out in clause 5, by which Sussexshall evaluate Applications received in response to a Call;

RPC Ancillary Work means activities to be carried out by the Partner, of the kindset out in clause 6.1 and for which a Project Schedule hasbeen agreed and executed by Sussex and the Partner;

RPC CEO means the Chief Executive Officer for the RPC ProfessorRichard Black of Sussex, or his replacement appointed fromtime to time by Sussex;

RPC Material means all material produced by the Partner(or the Partnerspersonnel or the Partners subcontractors) in connection withthe performance of any RPC Project including any outputs ordeliverables required by a Project Schedule, or otherwisecreated for the purposes of the RPC, including but not limitedto memoranda, notes, records, reports, data, databases,

drawings, designs, or other documents and materials, or anyTechnical Information (as defined below) whether in hard copyform or electronically stored;

RPC Meetings means the annual meetings referred to in clause 2.10 and thetelephone and video conferences referred to in clause 2.13;

RPC Plan means the document set out at Appendix 5 to this FrameworkAgreement;

RPC Project means a Regional Project, Global Project or RPC AncillaryWork;

Subcontractors means a Collaborator or any other third party (whether anindividual, charity or corporate organisation) to whom thePartner subcontracts any services required for the completionof an RPC Project;

Sussex EthicalApproval means an ethical approval given following an ethical review

carried out in accordance with clause 18.5;

Technical Information means any invention, designs, and other information including(but not limited to) maps, plans, photographs, drawings, tapes,

statistical and technical data, published and unpublishedresults and reports, computer programmes, know-howprocesses, specifications, data books and data bases, tables,memoranda, and all other documentation and informationarising as a result of the all work undertaken by the Partner inrelation to the RPC or any RPC Project and including anyimprovements, modifications or adaptations made to any suchinformation in relation to an RPC Project or for the purposes ofthe RPC;

Termination Date means, in the case of early termination of the FrameworkAgreement, either:


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i. the date on which a notice under clause 19.4 or 19.5 isreceived by a Party; or

ii. the date on which a notice given under clause 19.6expires; or

iii. the date on which the Framework Agreement isautomatically terminated under clause 20.3;

Travel Expenses means the travel expenses incurred for the purpose ofattendance at RPC Meetings. Travel Expenses shall onlyinclude economy class air-travel, reasonable costs foraccommodation for the period of attendance for the RPCMeetings and other reasonably incurred subsistence costs inrelation to the persons required to attend RPC Meetings inaccordance with clause 2.10 to 2.15 unless otherwise agreedby Sussex;

Valid Invoice means an invoice sent by the Partner to Sussex which

complies with clauses 3.21, 3.22 and 3.23 and in relation towhich the amount claimed is not disputed by Sussex inaccordance with clause 3.26.

2. THE WORK OF THE RPC

General

2.1 This Framework Agreement shall commence on the Effective Date, and shallcontinue until 31 March 2017 unless terminated earlier in accordance with clause 19or clause 20.3. If this Framework Agreement is entered into after the Effective Date,it will apply retrospectively from the Effective Date.

2.2 The Partner is required to submit a valid Application in response to each Call for aRegional Project. An Application shall be valid if it complies with the requirements ofclause 4 and Appendix 1. If the Partner shall fail to submit a valid Application inresponse to any Call for a Regional Project, then Sussex may suspend HonorariumPayments to the Partner for the Expenses Year in which the relevant Call was made.For the avoidance of doubt, this clause 2.2 shall not apply where a valid Applicationfor a Regional Project is not successful.

2.3 All RPC Materials submitted to Sussex by the Partner shall be subject to the QualityControl Procedure set out in clause 9 and Appendix 3.

2.4 The Partner will provide to Sussex all RPC Materials which are identified in a ProjectSchedule as an output or deliverable of an RPC Project, and shall do so within thetimeframes set out in the relevant Project Schedule.

2.5 The Partner shall carry out all work required under this Framework Agreement withreasonable skill and care and to the best of its ability and in accordance with theCore Partner Terms of Reference found at Appendix 6 to this Framework Agreement,and shall procure that their Subcontractors and Collaborators do the same.

2.6 The Partner shall carry out all work required under this Framework Agreement itself,and shall only subcontract any element of the work required under this FrameworkAgreement to a Subcontractor identified in an Application or Project Schedule as aCollaborator or Subcontractor, or otherwise with the written consent of Sussex.


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2.7 All of the Partners employees, students or Subcontractors performing work inrespect of the RPC shall be appropriately qualified, experienced and in a suitablephysical condition so as to ensure that the Partner complies with all the Partnersobligations under this Framework Agreement.

2.8 If DFID or Sussex consider an employee, student or Subcontractor to be unsuitable,the Partner shall substitute such employee, student or Subcontractor as quickly asreasonably possible without direct or indirect charge to Sussex with a replacementacceptable to DFID or Sussex.

2.9 The Partner is responsible for all acts and omissions of their employees, studentsand Subcontractors and for the health, safety and security of such persons and theirproperty.

RPC Meetings

2.10 The RPC shall hold at least one annual meeting each year to discuss the progress,

future work and organisation of the RPC, among other things. The Partner shallensure that each Annual Meeting is attended by the Partners Research Coordinator.Sussex may require other of the Partners employees or Subcontractors to attend theannual meeting.

2.11 Sussex shall arrange each annual meeting and shall notify the Partner of thelocation, travel details, Agenda and duration of the annual meeting.

2.12 Sussex shall distribute minutes of each annual meeting within 30 days of theconclusion of the annual meeting.

2.13 The Partner shall also participate in bi-monthly telephone or video conferences with

Sussex and the other Core Partners. Sussex shall inform the Partner of the date,time, schedule and agenda at least 7 days prior to the meeting and shall circulatemeeting minutes of any telephone or video conference within 14 days of theconference.

2.14 The RPC Meetings shall be chaired by the RPC CEO or the RPC Research Director,or such other person as may be nominated by Sussex.

3. FINANCIAL PROVISIONS

Project Payments

3.1 The maximum permitted budget for a Regional Project or Global Project will beidentified in each Call. All Applications must demonstrate that the proposed RegionalProject or Global Project can be delivered within this maximum permitted budget.

3.2 The Project Budget and Payment Timeline for each Global Project and RegionalProject shall be identified in the relevant Project Schedule. The Project Budget shallbe proposed by the Partner in the relevant Application, and may be amended bySussex following the Review of the Application. The Project Budget which appearsin the Project Schedule shall be the final budget, and under no circumstances shallSussex pay in excess of this amount to the Partner in respect of the RPC Project towhich it relates. The Partner shall be solely responsible for any costs incurred by thePartner in excess of a relevant Project Budget or the maximum permitted amountsset out in the Budget in respect of any particular category of expense. And the


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Partner shall also be solely responsible for any costs incurred by the Partner in thecourse of correcting any RPC Materials under clause 9.4.

3.3 The Project Budget shall be paid to the Partner by Sussex in accordance with thePayment Timetable contained in the relevant Project Schedule.

3.4 With the exception of the final Project Payment, the Project Payments shall be madeby Sussex to the Partner upon receipt of a Valid Invoice.

3.5 The final Project Payment shall only be made to the Partner upon satisfaction of thefollowing conditions:

3.5.1 Satisfactory receipt by Sussex of all RPC Materials and Deliverablescontained in the Project Schedule;

3.5.2 Completion of the Quality Control Procedure in respect of the relevantDeliverables, including confirmation from DFID that they accept theDeliverables;

3.5.3 If required, the satisfactory amendment to the Deliverables by the Partnerfollowing the Quality Control Procedure having been completed (to includeall changes and improvements identified as being required following theQuality Control Procedure) and the subsequent acceptance of the amendedDeliverables by Sussex and DFID;

3.5.4 Receipt of a Valid Invoice, which shall be accompanied by records, invoicesand receipts which evidence all the costs incurred by the Partner in thecourse of the relevant RPC Project as a whole.

3.6 The final Project Payment shall be a balancing payment, and shall take account of

the precise costs incurred by the Partner in the course of the relevant RPC Project.Therefore, the final payment may be less than set out in the Payment Timetable forthe relevant RPC Project, in the event that the costs incurred by the Partner wereless than anticipated when the Project Schedule was agreed. Sussex shall not payany project costs in excess of those identified in the relevant Project Schedule andevidenced by the Partner by way of records, invoices or receipts which record thecosts incurred by the Partner for the purposes of the relevant RPC Project.

Honorarium Payments

3.7 Subject to clause 2.2, the Partner shall be entitled to receive the HonorariumPayments.

3.8 The Honorarium Payments shall be made to the Partner quarterly in advance. TheHonorarium Payments shall become payable on the Quarter Dates, and shall be paidupon receipt of a Valid Invoice from the Partner.

3.9 The Honorarium Payments are made to the Partner in order to facilitate theemployment of a Research Coordinator for the purposes of the RPC. TheHonorarium Payments must be used for this purpose only.

3.10 In the event that Honorarium Payments are temporarily suspended under clause 2.2,the Partner shall, within 30 days of a written demand from Sussex, repay to Sussexany amount of the Honorarium Payments already paid to the Partner in the ExpensesYear for which the Honorarium Payments have been temporarily withdrawn.


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3.11 Where the Honorarium Payments are suspended from the Partner under clause 2.2,the Honorarium Payments will recommence to the Partner at the beginning of thenext Expenses Year unless otherwise agreed by Sussex.

Office Expenses Payments

3.12 Sussex shall pay the Office Expenses Payments to the Partner while this FrameworkAgreement is in force. The Office Expenses Payments shall become payable to thePartner on the Quarter Dates. The Partner shall use the Office Expenses Paymentsfor the purposes of meeting their Office Expenses only.

3.13 The maximum amounts payable for each category of the Office Expenses areoutlined in the Budget. The Office Expenses Payments are calculated on an annualbasis for each Expenses Year. Under no circumstances shall Sussex pay in excessof these maximum amounts to the Partner in any Expenses Year, and the Partnershall be solely responsible for any additional costs incurred by the Partner in respectof their Office Expenses in excess of the amount stated in the Budget.

3.14 The Office Expenses Payments which become payable to the Partner on or after 01January, 01 April and 01 July of each Expenses Year will each amount to 25% of themaximum amounts set out in the Budget in respect of the Office Expenses. TheseOffice Expenses Payments will be made by Sussex to the Partner upon receipt bySussex of a Valid Invoice from the Partner.

3.15 A final Office Expenses Payment will become payable to the Partner on or after 01October in each Expenses Year and shall be a balancing payment. The Partner isrequired to provide Sussex with the following information no later than 30 Septemberin each Expenses Year;

3.15.1 a Valid Invoice; and

3.15.2 records, invoices, receipts and any other information which evidences theexpenses incurred by the Partner for the whole Expenses Year and inrespect of their Office Expenses.

The final Office Expenses Payment for any Expenses Year shall not be made to thePartner unless and until all the required information set out in this clause 3.15 hasbeen provided to Sussex by the Partner, and Sussex has reviewed this information.Sussex shall review this information as soon as reasonably possible following receipt.

3.16 At the conclusion of each Expenses Year, Sussex shall refer to the informationprovided by the Partner in accordance with clause 3.15 to calculate the total amount

due to the Partner in respect of the Office Expenses and make a final OfficeExpenses Payment to the Partner for that Expenses Year. The final Office ExpensesPayment shall be made to the Partner as soon as possible following the receipt andreview of that information. This payment shall be calculated by Sussex in order thatthe total of the Office Expenses Payments paid to the Partner in each Expenses Yearamounts to no more than the maximum budget allotted to the Partner in the Budgetin respect of the Office Expenses for that Expenses Year.

3.17 In the event that the total Office Expenses Payments made to the Partner on 01January, 01 April and 01 July in any Expenses Year exceed the total amount payableto the Partner in respect of Office Expenses in that Expenses Year as calculatedunder clause 3.16, the Partner shall return the overpaid amount to Sussex within 30days of a request by Sussex.


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Travel Payments

3.18 Sussex shall;

3.18.1 reimburse the Partner for Travel Expenses incurred by the Partner or anemployee of the Partner; and/or

3.18.2 arrange travel and accommodation on behalf of the Partner and incur theTravel Expenses of so doing, upon request of the Partner.

3.19 The Partner shall be solely responsible for meeting any additional expenses for thepurposes of travel which Sussex does not agree fall within the definition of TravelExpenses in this Framework Agreement. This shall include, without limitation, firstclass air travel, other first class travel on public transport, luxury accommodation orexpenses incurred in respect of any employee of the Partner who is not required bySussex to attend an RPC Meeting.

3.20 The Partner shall claim Travel Expenses from Sussex by way of a Valid Invoicewhich may be presented to Sussex when necessary. This invoice shall beaccompanied by records, invoices and receipts which evidence the Travel Expensesincurred by the Partner or the employee of the Partner.

Miscellaneous Expenses

3.21 The Miscellaneous Expenses shall be payable to the Partner at the sole discretion ofSussex. The Partner shall seek the consent of Sussex prior to incurring anyexpenses which the Partner wishes to claim from Sussex as a MiscellaneousExpense.

3.22 In the event that Sussex agrees that the Partner may claim a MiscellaneousExpense, the Partner may claim that Miscellaneous Expense by providing to Sussexa Valid Invoice for the relevant amount, which shall be accompanied by reports,invoices or receipts which evidence the amount incurred by the Partner in respect ofthe Miscellaneous Expense. An invoice for Miscellaneous Expenses may bepresented to Sussex when necessary.

Invoices

3.23 All invoices provided to Sussex by the Partner further to the provisions of thisFramework Agreement shall;

3.23.1 clearly state the full amount claimed from Sussex by the Partner;

3.23.2 where required by this Framework Agreement, and subject to clause 3.24,be accompanied by supporting records, invoices or receipts which evidencethe Partners expenditure in respect of the amount claimed in the invoice;

3.23.3 clearly state the currency in which the full amount is claimed and in whichPartner wishes the invoice to be paid;

3.23.4 provide a full breakdown of the costs which constitute the full amount beingclaimed;

3.23.5 clearly state under which category of expenses, as defined in this

Framework Agreement, the amount is being claimed;3.23.6 state the full bank details for the purposes of payment of the invoice.


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3.24 Where the Partner is required under this Framework Agreement to providesupporting records, invoices or receipts, these records must be originals or legiblecopies of the original.

3.25 All invoices shall be sent to Ms Julia Warnes, the RPC Programme Manager viaemail [email protected] via post to: Ms Julia Warnes, The SussexCentre for Migration Research, Arts B, Room 361, The University of Sussex, Falmer,Brighton, BN1 9QN.

3.26 All Valid Invoices shall be paid by Sussex within 30 days of receipt providing theamount claimed in the invoice is not disputed by Sussex. Sussex shall notify thePartner as soon as reasonably possible if the amount claimed in an invoice isdisputed by Sussex and the Parties shall negotiate in good faith to reach an agreedfigure to be paid to the Partner. In the event that an agreement cannot be reachedwithin 30 days of Sussex disputing the amount claimed, Sussex shall pay to thePartner the amount which Sussex considers to be payable within a further 30 days.

3.27 Sussex shall not be liable for the payment of any taxes or duties for which thePartner may be liable, and all amounts paid by Sussex under this FrameworkAgreement shall be deemed to be inclusive of all such taxes or duties.

3.28 All payments made to the Partner under this Framework Agreement are deemed tocover the cost of salary, overseas inducements, leave allowances, bonuses, profit,insurances, superannuation, non-working days and all other costs including, but notlimited to, clothing, passports, visas and vaccinations, overheads and expenses ofwhatsoever nature that may be incurred by the Partner except those otherwisespecifically included in a Project Budget or otherwise provided for in this FrameworkAgreement.

Overpayments and Clawbacks

3.29 Where it is found that any overpayment has been made to the Partner (other than apayment made in advance in accordance with the terms of this FrameworkAgreement), the Partner shall reimburse Sussex such amount within 30 days of thedate of Sussexs written demand.

3.30 In the event that DFID withholds or requires the repayment of any sum paid toSussex under the Head Contract, as a result of unsatisfactory RPC Materials whichhave been submitted by the Partner and not adequately updated or corrected by thePartner under clause 9.4 to the satisfaction of DFID, then:

3.30.1 to the extent that the amount has not already been paid to the Partner, suchamount shall cease to be payable to the Partner, and the Project Budgetand Payment Timeline shall be deemed to be amended accordingly; and

3.30.2 to the extent that the amount has already been paid to the Partner by way ofProject Payments, Sussex shall be entitled to demand the refund of thatamount by the Partner, which the Partner shall pay to Sussex within 30 daysof Sussexs written demand.

If the Partner subsequently amends the RPC Materials to DFIDs satisfaction, the

effect of clauses 3.30.1 and 3.30.2 may be reversed, subject to receipt by Sussex of
mailto:[email protected]:[email protected]:[email protected]:[email protected]


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the sum in question from DFID or notification from DFID to Sussex that the amountin question will once again become due to Sussex under the Head Contract.

3.31 In the event that DFID withholds or requires the repayment of any sum paid toSussex under the Head Contract because DFID considers any work performed bythe Partner (other than the provision of unsatisfactory RPC Materials by the Partner)to have been unsatisfactory in nature, then:

3.31.1 to the extent that the amount has not already been paid to the Partner(whether by way of Honorarium Payments Office Expenses Payments,Travel Expenses or Miscellaneous Payments), such amount shall cease tobe payable to the Partner, and the Budget shall be deemed to be amendedaccordingly; and

3.31.2 to the extent that the amount has already been paid to the Partner (whetherby way of Honorarium Payments, Office Expenses Payments, TravelExpenses, Miscellaneous Payments), Sussex shall be entitled to demandthe refund of that amount by the Partner, which the Partner shall pay to

Sussex within 30 days of Sussexs written demand.

If the Partner subsequently re-performs the work in question to DFIDs satisfaction,the effect of clauses 3.31.1 and 3.31.2 may be reversed, subject to receipt by Sussexof the sum in question from DFID or notification from DFID to Sussex that the amountin question will once again become due to Sussex under the Head Contract.

4. CALLS AND APPLICATIONS

4.1 Sussex shall send out a Call when Sussex requires Applications to be submitted forRegional Projects or Global Projects. These notifications shall be made via emailand shall provide a deadline by which Applications must be submitted.

4.2 Sussex shall set out within the Call the requirements for the particular RegionalProject or Global Project to which it relates, including the research questions orthemes to be addressed in order to permit Sussex to meet the requirements of theDFID Plan.

4.3 As outlined in clause 2.2, the Partner must make an Application in response to eachCall for a Regional Project. Failure to do so may have the consequences outlined inclause 2.2.

4.4 A Call for a Global Project may set out not only the research question to beaddressed, but also the International region in which the successful Global Project

shall be, or is intended to be, carried out. The Partner may not receive every Call fora Global Project, and the Partner may determine in their sole discretion how manyCalls for Global Projects to which the Partner responds with an Application.

4.5 It is for the Partner to determine the precise scope of their Application, althoughSussex shall provide reasonable assistance to assist the Partner by answering anyspecific questions the Partner may reasonably have regarding the Call. The Partnershall have sole responsibility for designing their Application, preparing the requiredbudget information, and locating appropriate Collaborators. Where appropriate, thePartner shall use Associate Partners as Collaborators, but Partners may use anyCollaborator who can be shown to have the necessary expertise and knowledge forthe project outlined in the Application.


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4.6 The Partner must make Applications to Sussex in the form prescribed in Appendix 1and in accordance with any additional and specific instructions given by Sussex inthe Call. Sussex may, in its sole discretion, decide not to consider any Applicationwhich is not submitted in the required form or manner.

5. REVIEW OF APPLICATIONS

5.1 Sussex shall Review all Applications and may refer the Applications for peer reviewby another Core Partner(s) and to DFID for feedback. Reviews shall be conductedwith reference to the Selection Criteria outlined in Appendix 1.

5.2 Sussex may require the Partner, upon reasonable notice, to peer review Applicationsgenerated by another Core Partner as part of the Review. The Partner shall notunreasonably refuse to do so, and shall use reasonable endeavours to complete therequired peer review within the timeframe specified by Sussex.

5.3 Following Review, Applications may be either:

5.3.1 accepted;5.3.2 accepted with revisions; or5.3.3 rejected;

and Sussexs decision upon Review shall be final and made in the sole discretion ofSussex taking into account the views of DFID and any peer review by other CorePartner(s).

5.4 Sussex shall communicate the result of the Review as soon as practically possiblefollowing the conclusion of the Review.

5.5 In the event that the Partner makes an Application which is accepted or acceptedwith revisions following the Review, the Parties shall agree a Project Schedule, inaccordance with clause 7 and Appendix 4, before the Regional Project or GlobalProject commences. Where an Application is accepted with revisions, thoserevisions shall be outlined in Annex 2 to the relevant Project Schedule, and thePartner shall comply with those revisions.

6. RPC ANCILLARY WORK

6.1 As outlined in clause 4.4, it is not anticipated that the Partner will be involved in aGlobal Project in each year of the RPC. In years when the Partner is notparticipating in a Global Project, Sussex may request that the Partner take on some

additional RPC Ancillary Work. This RPC Ancillary Work may comprise of otherminor research, or appointment of a member of staff to fulfil a certain role, as may bereasonably required to support the RPC, or to contribute to the work andunderstanding of the RPC. This may involve, by way of example, undertaking minorresearch on a specific theme, or performing the functions of a champion on a certaintopic for the RPC.

6.2 In the event that Sussex wishes the Partner to undertake an element of RPCAncillary Work, Sussex shall notify the Partner and shall provide to the Partner asummary of the RPC Ancillary Work which Sussex requires. The RPC AncillaryWork shall be intended to assist Sussex in fulfilling the terms of reference set out byDFID for the RPC.


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6.3 Sussex and the Partner shall agree the programme of the RPC Ancillary Work,including any specific deliverables, milestones or particular tasks which are requiredas part of that RPC Ancillary Work. This agreement shall be set out in a ProjectSchedule in accordance with clause 7 and Appendix 4 to this Framework Agreement.

6.4 The Partner shall not receive any additional funding in consideration of theirperformance of the RPC Ancillary Work, and the expenses of such RPC AncillaryWork will be met by the Partner from the Honorarium funds provided to the Partnerby Sussex.

7. PROJECT SCHEDULES

7.1 If Sussex notifies the Partner that an Application has been accepted or accepted withrevisions, or requests that a Partner undertakes a programme of RPC Ancillary Work,then a Project Schedule for the particular RPC Project shall be agreed and executedby the Parties and together with this Framework Agreement shall constitute the entireagreement for that RPC Project. To the extent that there may be any conflict

between the provisions of any Project Schedule and the terms of this FrameworkAgreement, the provisions of the Project Schedule shall prevail.

7.2 Upon execution of a Project Schedule, the Partner shall undertake the RPC Projectto which the Project Schedule relates and Sussex shall make the Project Paymentsto the Partner in accordance with the provisions of that Project Schedule and thisFramework Agreement.

7.3 For the avoidance of doubt, a separate Project Schedule shall be agreed for eachRPC Project which the Partner is to carry out.

8. COLLABORATORS

8.1 The Partner must work with at least one Collaborator on each Regional Project orGlobal Project. The Collaborator must be identified in the relevant Application andthe Partner shall, upon Sussexs request, provide information regarding theCollaborators relevant experience and expertise. The Collaborators responsibilitieswithin the Regional Project or Global Project will also be identified in the relevantProject Schedule.

8.2 The Partner may use Subcontractors other than a Collaborator for the purposes ofthe performance of an RPC Project, providing the Partner complies with clause 2.6.

8.3 The Partner shall ensure that all Subcontractors enter into a Subcontract with the

Partner which requires the Subcontractor to comply with all the terms of thisFramework Agreement.

8.4 The Partner shall at all times remain liable for the actions, omissions and defaults oftheir Subcontractors and the actions, omissions and defaults of those employed orengaged by the Subcontractors as if they were its own. An obligation on the Partnerto do, or to refrain from doing, any act or thing shall include an obligation on thePartner to procure that its employees, staff and agents and Subcontractorsemployees, staff and agents also do, or refrain from doing, such act or thing.

8.5 The Partner shall make all payments due by the Partner to their Subcontractorswithin 30 days of receipt by the Partner of a valid invoice from their Subcontractor.

9. QUALITY CONTROL PROCEDURE


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9.1 All RPC Materials shall be subject to the Quality Control Procedure set out atAppendix 3.

9.2 Following the completion of the Quality Control Procedure, Sussex will notify thePartner if any RPC Materials provided by the Partner are deemed to beunsatisfactory and will provide a detailed summary of the areas in which the RPCMaterials are considered to be deficient.

9.3 RPC Materials will be deemed to be unsatisfactory if, in the opinion of the panelundertaking the Quality Control Procedure, the RPC Materials in question:

9.3.1 do not comply with the outline of RPC Materials outlined in the ProjectSchedule for the relevant RPC Project either in terms of content or format;

9.3.2 have not been completed with the level of care and skill required by thisFramework Agreement;

9.3.3 do not adequately contribute to the terms of reference of the RPC;9.3.4 are unsatisfactory for some other significant reason which shall be identified

to the Partner.

9.4 In the event that the Partner is informed under clause 9.2 that any RPC Materialsprovided by the Partner are unsatisfactory, the Partner will be given a period of 30days in which the Partner is required to rectify the areas of deficiency which havebeen identified during the Quality Control Procedure and to resubmit the updated orcorrected RPC Materials to Sussex. Resubmitted RPC Materials shall also besubject to the Quality Control Procedure. The Partner shall not be paid for any timespent in correcting or amending materials under this clause 9.4.

9.5 Sussex can require the Partner, upon reasonable notice, to peer review RPCMaterials generated by another Core Partner or Associate Partner as part of theQuality Control Procedure. The Partner shall not unreasonably refuse to do so, andshall use reasonable endeavours to complete the required peer review within thetimeframe specified by Sussex.

10. CONFIDENTIALITY

10.1 Each Party (the Receiving Party) undertakesto the other Party (the DisclosingParty):

10.1.1 to treat the Disclosing Partys Confidential Information as the confidentialand exclusive property of the Disclosing Party;

10.1.2 to maintain as secret and confidential all Confidential Information obtainedfrom or disclosed by the Disclosing Party;

10.1.3 not to use such Confidential Information for any purpose other than for thepurposes of the RPC or for purposes required under this FrameworkAgreement;

10.1.4 not to disclose the Confidential Information to any person or third party otherthan those of its employees, students or Subcontractors to whom thedisclosure is reasonable necessary for the purposes of the RPC, and who

have entered into legally binding confidentiality obligations no less onerousthan those contained in this Framework Agreement;


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10.1.5 to take all reasonable steps necessary to prevent the unauthoriseddisclosure of any of the Disclosing Partys Confidential Information.

10.2 The provisions of clause 10.1 shall not apply to Confidential Information which theReceiving Party can demonstrate:

10.2.1 was, prior to its receipt by the Receiving Party from the Disclosing Party, inthe possession of the Receiving Party and at its free disposal; or

10.2.2 is subsequently disclosed to the Receiving Party without any obligations ofconfidence from a third party who has not derived it directly or indirectly fromthe Disclosing Party; or

10.2.3 is or becomes generally available to the public through no act or default ofthe Receiving Party or its employees, students or Subcontractors; or

10.2.4 is independently developed by the Receiving Party by individuals who havenot had any direct or indirect access to the Disclosing Partys Confidential

Information; or10.2.5 is authorised for release or further disclosure by the Disclosing Party in

writing;

10.2.6 the Receiving Party is required to disclose to the courts of any competentjurisdiction, to any government department, regulatory agency or financialauthority, or in accordance with law or regulation in any competentjurisdiction provided that: i) the Receiving Party informs the Disclosing Partyas soon as reasonably possible, ii) the Receiving Party takes reasonablesteps to prevent the disclosure of the Confidential Information, where suchsteps are available, and iii) the Receiving Party discloses the minimumamount of Confidential Information necessary to comply with the disclosure

requirement.10.3 The Receiving Party shall ensure that all of its employees, students or

Subcontractors who have access to any of the Disclosing Partys ConfidentialInformation are aware i) that the Confidential Information has been received from theDisclosing Party under obligations of Confidentiality, and ii) of the obligationscontained in this clause 10.

10.4 The obligations in this clause 10 shall survive the expiry or termination of thisFramework Agreement for a period of 5 years.

10.5 The Partner shall ensure that all the Partners employees, students andSubcontractors are aware that the Official Secrets Acts 1911 to 1989 apply to them.

11. INTELLECTUAL PROPERTY

11.1 Nothing in this Framework Agreement shall affect the ownership of Background IP.Background IP shall remain the property of the Party who introduces it into theProject. No licence to use any Background IP is granted or implied except asexpressly provided in this Framework Agreement.

11.2 The IP Rights in all RPC Materials shall belong to Sussex to the extent that they donot include any Background IP belonging to the Partner (or its licensors). To theextent that RPC Materials do include Background IP belonging to the Partner (or its

licensors), the Partner hereby grants to Sussex a non-exclusive, royalty-free, world-wide, irrevocable licence to use such Background IP for any purpose whatsoever,


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and the licence granted to Sussex under this clause 11.2 is sublicenceable bySussex to DFID for any purpose whatsoever and to other Core Partners for thepurposes of the RPC.

11.3 To the extent that any IP Rights in the RPC Materials is capable of prospectiveassignment, the Partner now assigns those IP Rights to Sussex; and to the extentany IP Rights in the RPC Materials cannot prospectively be assigned, the Partner willassign those IP Rights to Sussex as and when the RPC Materials are created.

11.4 Sussex hereby grants to the Partner a world-wide, non-exclusive, royalty-free,irrevocable licence to use any of Sussexs Background IP which is incorporated intoany RPC Materials created by Sussex, for use by the Partner for the purposes of theRPC only. The Partner may sublicense this licence to the Partners Subcontractorswhere necessary for the purposes of the RPC.

11.5 Sussex may take such steps as it may decide from time to time, and at its ownexpense, to register and maintain any protection for the IP Rights in the RPC

Materials, including filing and prosecuting patent applications for any of the IP Rightsin the RPC Materials. The Partner will use reasonable endeavours to ensure that itsemployees, students and Subcontractors involved in the creation of the RPCMaterials give Sussex such assistance, at Sussexs expense, as Sussex mayreasonably request in connection with the registration and protection of the IP Rightsin the RPC Materials, including filing and prosecuting patent applications for any RPCMaterials, and taking any action in respect of any alleged or actual infringement ofthat IP Rights.

11.6 Where any third party such as a student, agent or Subcontractor is involved in thecreation of any RPC Materials, the Partner will ensure that this third party shallassign any IP Rights they may have in the RPC Materials to the Partner in order to

be allow the Partner to comply with clause 10.3.

11.7 Sussex shall grant to the Partner a world-wide, non-exclusive, royalty-free,irrevocable licence to use the RPC Materials for the purpose of future research(including research sponsored or funded by a third party), teaching, consultancy orother academic purposes.

11.8 For the avoidance of doubt, Sussex shall share the RPC Materials with DFID andmay permit the use of RPC Materials by other Core Partners where necessary for thepurposes of the RPC, or in relation to an RPC Project.

11.9 The Partner undertakes not to enter into any agreement, understanding or

arrangement with any third party which could affect the use (by Sussex, DFID orother Core Partners), ownership or validity of the RPC Materials.

12. PUBLICATION

12.1 It is the intended outcome of the RPC that the RPC Materials will be Published aswidely as possible. Therefore, subject to clauses 12.2 and 12.3, both Sussex andthe Partner may Publish RPC Materials.

12.1 All Publications shall contain an express acknowledgement that the RPC Materialsand the IP Rights therein are owned by or licensed to Sussex, shall acknowledge thecontribution of any person or organisation who was involved in the creation of theRPC Materials which are to be published and shall also contain the followingstatement:


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This document is an outpu t from a project funded by UK aid from the UKDepartment for Internat ional Development (DFID) for the benefi t of d evelopin g

countries. The views expressed are not necessarily those of DFID.

12.2 The Parties acknowledge that it will be necessary to obtain the consent of DFID priorto any Publication being made. Sussex shall use reasonable endeavours to obtainsuch consent. In addition, the Partner agrees that Sussex shall have the right toreview any intended Publication of RPC Materials which the Partner wishes to make.In the event that the Partner wishes to Publish any RPC Materials, the Partner willsubmit the proposed Publication to Sussex prior to submission for Publication.Sussex will refer the matter to DFID for their consent. Sussex may, by giving writtennotice to the Partner ("a Publication Notice"):

12.2.1 consent to the Publication;12.2.2 require the Partner to delay the proposed Publication for a maximum of 3

month(s) after receipt of the Confidentiality Notice if, in Sussexs reasonable

opinion, that delay is necessary in order to seek patent or similar protectionfor any of the IP Rights in the RPC Materials that are to be Published;12.2.3 prevent the Publication of any Confidential Information belonging to Sussex

or DFID;12.2.4 prevent the Publication (or any part of it) being made, if DFID has not

consented to the Publication (or any part of it) being made;12.2.5 require the amendment of the Publication if clause 12.2 has not been

complied with.

Sussex shall use all reasonable endeavours to provide that Publication Notice assoon as reasonably practical, but cannot give any guarantees as to the length oftime it may take for DFID to provide its consent to Publication. The Partner shall

not continue with any intended Publication until a Publication Notice has beenreceived, and the Partner must comply with the terms of the Publication Notice.

12.5 Sussex will under no circumstances Publish the Confidential Information belonging tothe Partner.

13. ACCESS AND AUDIT

13.1 The Partner shall keep accurate and systematic accounts, files and records of allexpenditure incurred during the Partners work for the RPC (the Records). ThePartner shall keep the Records throughout the duration of this Framework Agreementand for at least 6 years following its expiry or termination.

13.2 The Partner shall, upon request, provide Sussex, DFID or their representatives(including the UK National Audit Office), unrestricted access to the Records in orderthat the Records might be inspected and copied for audit purposes. The Partnershall co-operate fully in providing to Sussex, DFID or their representatives answers tosuch enquiries as may be made about the Records.

13.3 The Partner shall, where required by Sussex, complete a quarterly monitoring report,in the form reasonably required by Sussex, in order to allow Sussex to monitor thePartners progress on current RPC Projects.

14. CONFLICTS OF INTEREST AND COMMISSION


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14.1 The Partner warrants and represents to Sussex that neither the Partner, nor any oftheir employees, students or subcontractors:

14.1.1 has given, offered or agreed to give or has accepted, any gift orconsideration of any kind as an inducement or reward for doing or omittingto do any act in relation to the obtaining or execution of any contract forshowing or omitting to show favour or disfavour to any person or entity inrelation to the RPC; or

14.1.2 has entered into any contract in connection with the RPC in relation to whichcommission has been paid or agreed to be paid by or to Sussex or DFID,unless the particulars of any such commission were disclosed in writing toSussex and DFID, whose written consent was subsequently given to suchpayment.

14.2 Neither the Partner nor any of the Partners employees, students or subcontractorsshall accept for or on their own behalf any trade commission, discount or similar

payment or benefit in connection with the RPC.

14.3 The Partner undertakes that neither the Partner nor the Partners employees,students or subcontractors shall attempt or commit any fraud, deception, financial orprocedural wrongdoing in relation to the performance by the Partner of its obligationsunder this Framework Agreement or any Project Schedule and shall immediatelynotify Sussex of any circumstances giving rise to a suspicion that such wrongfulactivity may occur or has occurred.

14.4 Neither the Partner nor any of the Partners employees, students or Subcontractorsshall engage in any personal, business or professional activity which conflicts orcould conflict with any of their obligations under this Framework Agreement.

14.5 The Partner shall notify Sussex immediately of any actual or potential conflicttogether with recommendations as to how the conflict can be avoided.

15. DISCRIMINATION

15.1 The Partner shall not discriminate (either directly or indirectly) on the basis of gender,race, sexual orientation, marital status, disability, colour, ethnic background,pregnancy, religion or belief, age or nationality in connection with the RPC. ThePartner shall comply with all laws or regulations which prohibit discrimination in theplace in which any work in connection with the RPC is to be carried out.

15.1 The Partner shall use reasonable endeavours to ensure that their subcontractors andcollaborators comply with clause 15.1.

16. INDEMNITY AND INSURANCE

16.1 The Partner shall indemnify Sussex in respect of any costs, damages howsoeverarising out of or related to breach of warranty or representation, contract or statutoryduty, or tortious acts or omissions by the Partner or the Partners employees,students or subcontractors or any claims made against Sussex by third parties inrespect thereof, or any claims made against DFID by third parties in respect thereofwhere Sussex is liable to indemnify DFID under the Head Contract. This clause shall

not apply to any costs, damages arising as a result of the negligence of Sussex, orSussexs employees or students, or DFID or DFID employees.


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16.2 The Partner shall indemnify Sussex and hold it harmless against all and any costs,damages, losses or liabilities arising from any claim that the RPC Materials createdby the Partner, or the use of those RPC Materials by Sussex or DFID infringe theIntellectual Property of any third party.

16.3 The Partner shall maintain adequate professional indemnity insurance cover for itsactivities under this Framework Agreement and in connection with the RPC with aminimum cover of 1,000,000. At the request of Sussex, the Partner shall provideevidence showing that such insurance has been taken out and maintained and thatcurrent premiums have been paid.

17. EQUIPMENT

Equipment of a purchase price of 10,000 or less

17.1 Where the Partner reasonably needs to purchase Equipment with a purchase price of

10,000 or less, the Partner shall:

17.1.1 where that Equipment is required by the Partner for the purpose ofundertaking a Regional Project or Global Project, cost the purchase of thatEquipment into the Project Budget in the relevant Application and fund thepurchase from the Project Payments;

17.1.2 where that Equipment is required by the Partner for the purposes of theRPC, other than for a Regional Project or Global Project, fund the purchaseof the Equipment from the Office Expenses Payments, or (with the consentof Sussex in accordance with clause 3.21) seek reimbursement for thepurchase as a Miscellaneous Expense.

17.2 The Partner shall be responsible for the procurement of Equipment with a purchaseprice of 10,000 or less, and such Equipment shall belong to the Partner. ThePartner shall use all reasonable endeavours to procure the Equipment at the mostcompetitive price possible. The Partner shall be solely responsible for themaintenance, security, insurance and replacement of such Equipment. The Partnermay keep all such Equipment at the expiry or termination of this FrameworkAgreement but shall not dispose of any such Equipment prior to the expiry ortermination of this Framework Agreement without the written consent of Sussex.

Equipment with a purchase price of 10,000 or more

17.3 Equipment with a purchase price of 10,000 or more using funds provided to the

Partner under this Framework Agreement shall only be procured on behalf of thePartner with the express consent of Sussex. It is not anticipated that the Partner willneed to procure any Equipment with a purchase price of 10,000 or more for thepurposes of the RPC and therefore Sussex shall only consent to the purchase ofsuch Equipment in exceptional circumstances.

17.4 Where Sussex consents to the purchase of Equipment with a purchase price of10,000 or more under clause 17.3, the procurement of such Equipment shall beundertaken on behalf of the Partner in accordance with the Procurement Proceduresset out in Appendix 7.

17.5 Equipment with a purchase price of 10,000 or more shall, unless otherwise agreedby the Partner with Sussex and DFID in writing, belong to DFID.


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17.6 The Partner shall be responsible for all loss and damage to Equipment with apurchase price of 10,000 or more (fair wear and tear excepted) and the Partnershall notify Sussex immediately if the Partner becomes aware of any loss of ordamage to the Equipment. Sussex shall notify DFID of such loss or damage.

17.7 The Partner shall maintain adequate insurance for all Equipment with a purchaseprice of 10,000 or more which is procured on behalf of the Partner in accordancewith this Framework Agreement.

17.8 The Partner shall seek instructions from Sussex concerning the disposal ofEquipment with a purchase price of 10,000 or more, shall not dispose of any suchEquipment until such instructions have been received and shall comply with suchinstructions. Sussex shall obtain such instructions from DFID.

The Inventory and general Equipment provisions

17.9 The Partner shall maintain the Inventory of all Equipment purchased by the Partner,

of whatever value, using RPC funds. The Inventory shall set out a detaileddescription of the Equipment, the purchase price of the Equipment, and the locationof the Equipment. The Partner shall keep the Inventory up to date at all times.

17.10 The Partner shall send an up to date copy of the Inventory to Sussex on 01 Octoberin each year during which this Framework Agreement is in force, and on 31 March2017. The Partner shall also send to Sussex an up to date copy of the Inventoryimmediately at any time following the reasonable request by Sussex. Sussex mayshare the Inventory with DFID.

17.11 Equipment of whatever value shall only be used for the purposes of the RPC.Personal use of Equipment by the Partner or the Partners employees, students or

Subcontractors is not permitted unless Sussex give prior written consent. Sussexshall seek DFIDs consent to such personal use.

18. ETHICS AND DATA PROTECTION

18.1 The Partner shall comply with all laws and regulations concerning data protectionwhich are applicable in the area in which an RPC Project (or any part of an RPCProject) is being carried out.

18.2 The Partner shall not include any Personal Data in the RPC Materials. The Partnershall not provide to Sussex any information which may have the effect of identifying aliving individual. All data in RPC Materials which relates to living individuals shall be

provided to Sussex in wholly anonymous form.

18.3 All Personal Data collected by the Partner in the course of their involvement in theRPC shall be stored securely by the Partner, either protected by a password if storedelectronically, or stored in an appropriate locked cabinet if stored in hard copy. ThePartner shall only use Personal Data for the purposes for which it was provided.

18.4 The Partner shall follow all local and national requirements concerning ethical reviewand approval in the area in which the Partner will carry out any work on an RPCProject. The Partner will be solely responsible for following any such local andnational requirements, and for making any necessary ethical review applications.

18.5 Each Global Project and Regional Project will also be subject to ethical review andapproval in accordance with Sussexs internal ethics policies. Sussex shall make the


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necessary applications to the relevant Sussex ethics committee and shallcommunicate the outcome of the ethics review to the Partner as soon as reasonablypossible following the outcome of the review. The Partner shall provide suchassistance as Sussex may reasonably require in order to complete the reviewprocess under this clause 18.5.

18.6 The Partner shall not commence any work in relation to a Global Project or aRegional Project until such time as a favourable Sussex Ethical Approval has beenreceived by the Partner, and until such time (if applicable) as a favourable LocalEthical Approval has also been received.

18.7 The Partner shall comply with the terms of all applicable Local Ethical Approvals andSussex Ethical Approvals at all times when carrying out work on a Regional Projector a Global Project. In the event that there is any conflict between the terms of aSussex Ethical Approval and a Local Ethical Approval, the terms of the Local EthicalApproval will take precedence.

18.8 The Partner shall apply with all laws, regulations and guidance which is applicable tothe undertaking of an RPC Project, in any jurisdiction in which any part of the RPCProject is carried out.

19. VARIATION AND TERMINATION

Variations

19.1 Either Party may request that the other Party consents to the amendment of a ProjectSchedule in the event that:

19.1.1 DFID requires a amendment to the Project Schedule;

19.1.2 The RPC Plan is amended in a way which affects the RPC Project governedby the relevant Project Schedule;

19.1.3 the Partners Project Team changes;

19.1.4 either Party considers that changes are necessary as a result of anyongoing risk assessment undertaken during the course of the RPC Project;or

19.1.5 some other significant event or reason necessitates an amendment to theProject Schedule.

The Party requesting the amendment shall provide the other Party with full details ofthe reasons for the requested amendment to the Project Schedule, a proposed draftof the amended Project Schedule and any other information which the other Partymay reasonably require in order to assess the impact of the requested amendment.Neither Party shall unreasonably withhold their consent to a change to the ProjectSchedule under this section. Amendments under this clause 19.1 shall be agreedbetween the Parties in writing, and signed by an authorised representative of bothParties. The amended Project Schedule shall take effect on the date of the finalsignature of the Parties.

19.2 Variations to this Framework Agreement, other than amendments to a ProjectSchedule under clause 19.1, shall only be effective unless made in writing and

signed by an authorised representative of each Party.


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Termination of the Framework Agreement

19.3 Either Party may terminate the Framework Agreement with immediate effect byserving a written notice on the other Party to that effect:

19.3.1 if the other Party has committed an irremediable breach of this FrameworkAgreement; or

19.3.2 if the other Party has committed a remediable breach of this FrameworkAgreement, but has not remedied that breach within 30 days of writtennotification requiring such remedy; or

19.3.3 if the other Party has become insolvent, or if an order has been made or aresolution has been passed for the winding up of the other Party (other thanvoluntarily for the purpose of solvent amalgamation or reconstruction), or ifan administrator, administrative receiver or receiver has been appointedover the whole or any part of the other Partys assets, or if the other Partyhas made any arrangement with its creditors, or if any equivalent thing has

happened to the other Party under any law or jurisdiction in the world.

19.4 Sussex may terminate this Framework Agreement with immediate effect:

19.4.1 if the Head Contract is terminated; or19.4.2 if the Partner and any employee, student or Subcontractor of the Partner

has committed any offence under the Prevention of Corruption Acts 1889 to1916 or the Anti-Terrorism Crime and Security Act 2001 or has breachedclause 14 of this Framework Agreement;

19.5 Either Party may terminate this Framework Agreement, without cause, upon at least60 days written notice to the other Party.

Consequences of Termination of the Framework Agreement

19.6 If a notice is given under clauses 19.3, 19.4 or 19.5 or if the Framework Agreementterminates automatically under clause 20.3:

19.6.1 the Framework Agreement shall terminate on the Termination Date;

19.6.2 the Partner shall cease work under this Framework Agreement immediately,shall incur no further expenditure in relation to the RPC, and shall (except inrespect of any termination under clause 20.3) await the instructions ofSussex in relation to any further work on an RPC Project to be continued

until the Termination Date;

19.6.3 for the avoidance of doubt, all current Project Schedules shall be deemed toterminate on the Termination Date;

19.6.4 the Partner shall provide to Sussex, prior to the Termination Date (or assoon as reasonably possible thereafter in the case of termination underclause 19.4 or 19.5), all RPC Materials and all RPC Project outputs ordeliverables completed by the Partner prior to the Termination Date; and

19.6.5 both Parties shall return any Confidential Information belonging to the otherParty on or before the Termination Date;

19.7 Sussex will calculate, as soon as reasonably practical following the receipt of allinformation from the Partner under clause 19.8, the final financial position of the


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Partner under the Framework Agreement upon the Termination Date. Sussex shallcalculate:

19.7.1 the Honorarium Payments for the Expenses Year in which the TerminationDate occurs, on a pro-rata basis from the beginning of the relevantExpenses Year to the Termination Date; and

19.7.2 the amounts of the Project Payments, Office Expenses Payments, TravelExpenses and Miscellaneous Expenses as the Partner can demonstrate byreference to records, receipts or invoices have been incurred by the Partnerin the Expenses Year in which the Termination Date occurs.

19.8 The Partner shall provide to Sussex, as soon as reasonably practical, suchinformation as may reasonably be required by Sussex for the calculation ofremuneration payable to the Partner under clause 19.7, including all records, receiptsand invoices required under clause 19.7.2.

19.9 If the amount calculated by Sussex under clause 19.7 exceeds the amount alreadypaid by Sussex to the Partner in the Expenses Year in which the Termination Dateoccurs, Sussex shall pay the difference to the Partner within 30 days of receipt of aValid Invoice. If, however, the amount already paid by Sussex to the Partner in theExpenses Year in which the Termination Date occurs exceeds the amount calculatedby Sussex under clause 19.7, the Partner shall repay the difference to Sussex within30 days of Sussexs written demand.

Termination of a Project Schedule

19.10 It may be necessary from time to time for Sussex to terminate a specific ProjectSchedule, without terminating the Framework Agreement. Sussex may do so,

without cause, upon at least 30 days written notice to the Partner or a lesserspecified period of notice if Sussex is instructed to do so by DFID.

19.11 If a notice is given under clause 19.9:

19.11.1 the Project Schedule shall terminate on the Project Termination Date;19.11.2 the Partner shall cease work under the Project Schedule immediately,

shall make no further expenditure in relation to the relevant RPCProject, and shall await the instructions of Sussex in relation to anyfurther work on the relevant RPC Project to be continued until theProject Termination Date. The Partner shall comply with instructionsgiven by Sussex under this clause 19.10.2;

19.11.3 the Partner shall provide to Sussex, prior to the Project TerminationDate (or as soon as reasonably possible thereafter in the case oftermination should the Project Schedule be terminated with immediateeffect), all RPC Materials created during the course of the relevantRPC Project and all RPC Project outputs or deliverables completed bythe Partner prior to the Project Termination Date;

19.12 Sussex will calculate, as soon as reasonably practical following the receipt of allinformation from the Partner under clause 19.13, the final financial position of thePartner in respect of Project Payments upon the Project Termination Date. Uponearly termination of a Project Schedule, the Partner shall be entitled to such amountsof the Project Payments as the Partner can demonstrate by reference to records,receipts or invoices have been incurred by the Partner in respect of the relevant RPCProject in the Expenses Year in which the Project Termination Date occurs.


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19.13 The Partner shall provide to Sussex, as soon as reasonably practical, suchinformation as may reasonably be required by Sussex for the calculation ofremuneration payable to the Partner under clause 19.12, including all records,receipts and invoices required under that clause.

19.14 If the amount calculated by Sussex under clause 19.12 exceeds the amount alreadypaid by Sussex to the Partner in respect of Project Payments under the relevantProject Schedule; and in the Expenses Year in which the Project Termination Dateoccurs, Sussex shall pay the difference to the Partner within 30 days of receipt of aValid Invoice. If, however, the amount already paid by Sussex to the Partner, inrespect of Project Payments, in the Expenses Year in which the Termination Dateoccurs, exceeds the amount calculated by Sussex under clause 19.12, the Partnershall repay the difference to Sussex within 30 days of Sussexs written demand.

Survival of Clauses

19.15 Any termination of this Framework Agreement for any reason shall be withoutprejudice to any other rights or remedies a Party may be entitled to at law or underthis Framework Agreement and shall not affect any accrued rights or liabilities ofeither Party not the coming into force or the continuance in force of any provision ofthis Agreement which is expressly or by implication intended to come into orcontinue in force on or after such termination including without limitation clauses 1,2.9, 3.29 to 3.31 inclusive, 10,11, 12, 13, 16.1 to 16.2 inclusive, [17?], 18.1 to 18.3inclusive, 19.6 to 19.9 inclusive, 19.15 and 21.

20. FORCE MAJEURE

20.1 Where the performance by the Partner of its obligations under this FrameworkAgreement is delayed, hindered or prevented by an event or events beyond thereasonable control of the Partner and against which an experienced Partner couldnot reasonably have been expected to take precautions, the Partner shall promptlynotify Sussex in writing, specifying the nature of the force majeure events and statingthe anticipated delay in the performance of this Framework Agreement.

20.2 From the date of the receipt by Sussex of the notice sent under clause 20.1, Sussexmay either suspend the Framework Agreement for a period of up to 6 months orterminate this Framework Agreement forthwith.

20.3 If, by the end of the suspension granted under clause 20.2 the Parties have not

agreed a further period of suspension or re-instatement of this FrameworkAgreement, this Framework Agreement shall terminate automatically.

21. GENERAL PROVISIONS

21.1 Notices. Any notice to be given under this Framework Agreement must be in writing,may be delivered to another Party by any of the methods set out in the left handcolumn below and will be deemed to be received on the corresponding day set out inthe right hand column.

Method of service Deemed day of receipt


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By hand or courier the day of delivery

By pre-paid first class post the second Business Day after posting

By recorded delivery post the next Business Day after posting

By fax (provided the senders fax machineconfirms complete and error-freetransmission of that notice to the correctfax number)

By electronic mail

the next Business Day after sending or,if sent before 16.00 (senders localtime) on the Business Day it was sent

the next Business Day after sending or,if sent before 16.00 (senders localtime) on the Business Day it was sent.

The Parties' respective representatives for the receipt of notices are, until changed

by notice given in accordance with this clause, as follows:

For Sussex:

Name: Dr. Ian Carter

Address: Director, Research andEnterprise Services, Sussex House, TheUniversity of Sussex, Falmer, BrightonBN1 9RH

Fax number: 01273 678192

Email:[email protected] a [email protected]

For the Partner:

Name: Professor John Oucho

Address: SIKOKA PLACE, Loresho, P OBox 14405, 00800, Nairobi, Kenya

Tel number: +254-20-2640625

21.2 Headings: The headings in this Framework Agreement are for ease of referenceonly and do not affect its construction or interpretation.

21.3 Illegal/unenforceable provisions: If the whole or any part of any provision of thisFramework Agreement is void or unenforceable in any jurisdiction, the otherprovisions of this Framework Agreement, and the rest of the void or unenforceableprovision, will continue in force in that jurisdiction, and the validity and enforceabilityof that provision in any other jurisdiction will not be affected.

21.4 Waiver of rights: If a Party fails to enforce or delays in enforcing an obligation of anyother Party, or fails to exercise or delays in exercising a right under this Framework

Agreement, that failure or delay will not affect its right to enforce that obligation orconstitute a waiver of that right. Any waiver by a Party of any provision of this
mailto:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]


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Framework Agreement will not, unless expressly stated to the contrary, constitute awaiver of that provision on a future occasion.

21.5 No agency: Nothing in this Framework Agreement creates, implies or evidences anypartnership or joint venture between the Parties, or the relationship between them ofprincipal and agent. None of the Parties has any authority to make anyrepresentation or commitment, or incur any liability, on behalf of any other. ThisFramework Agreement does not constitute a contract of employment or a contract forservices.

21.6 Time of the Essence. Time shall be of the essence as regards the performance bythe Partner of its obligations under this Framework Agreement.

21.7 Entire agreement: This Framework Agreement, and all the Project Schedulesexecuted by the Parties during the course of the RPC, constitutes the entireagreement between the Parties relating to its subject matter. Each Partyacknowledges that it has not entered into this Framework Agreement on the basis of

any warranty, representation, statement, agreement or undertaking except thoseexpressly set out in this Framework Agreement. Each Party waives any claim forbreach of this Framework Agreement, or any right to rescind this FrameworkAgreement in respect of any representation which is not an express provision of thisFramework Agreement. However, this clause does not exclude any liability whichany Party may have to any other (or any right which any Party may have to rescindthis Framework Agreement) in respect of any fraudulent misrepresentation orfraudulent concealment prior to the execution of this Framework Agreement.

21.8 Formalities: Each Party will take all action and execute all documents reasonablyrequested by any other Party to give effect to any of its rights under this FrameworkAgreement, or to enable their registration in any relevant territory provided the

requesting Party pays the other Partys reasonable expenses of doing so.

21.9 Assignment. The Partner shall not, without the prior written consent of Sussex,assign or transfer or cause to be assigned or transferred, whether actually or as theresult of takeover, merger or other change of identity or character of the Partner, anyof its rights or obligations under this Framework Agreement or any part, share orinterest therein.

21.10 Law. This Framework Agreement shall be governed by the laws of England andWales.

21.11 Amicable Settlement. The Parties will attempt in good faith to negotiate a settlement

to any claim or dispute between them arising out of or in connection with thisFramework Agreement. If the matter is not resolved by negotiation the Parties willrefer the dispute to mediation in accordance with CEDR (Centre for Effective DisputeResolution in London, UK) procedures. If the Parties fail to agree terms ofsettlement within 90 days of the initiation of the procedure the dispute may bereferred to an arbitrator as agreed between the Parties or failing such agreement asmay be nominated by the President of the Law Society of England and Wales uponapplication of either Party. The initiation of the procedure is defined as the writtenrequest to CEDR by either Party for a mediation provided that such request is copiedto the other Party. The decision of the arbitrator shall be final and binding on bothParties. The seat and the place of arbitration shall be London.


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SIGNED for and on behalf ofTHEUNIVERSITY OF SUSSEX:

Name

Position

Signature

Date

SIGNED for and on behalf ofThe AfricanMigration and Development PolicyCentre:

Name

Position

Signature

Date


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APPENDIX 1

APPLICATIONS

Research Proposals Guidance Notes

Summary

Migrating out of Poverty is a six year Research Programme Consortium (RPC) which

focuses on the relationship between migration, poverty and development and is located

in five global regions: East, West and Southern Africa and South and Southeast Asia. The

Consortium invites proposals to participate in their Global and Regional Research

Programme.During Phase 1, the project will commission approximately five research teams within each

partner country and approximately 35,000 is available per year to the five country study

teams. The programme will run for approximately six years from October 2011 to June 2017.

About the project

Migrating out of Poverty is a six year Research Programme Consortium (RPC) funded by the

Department for International Development of the government of the United Kingdom. It

focuses on the relationship between migration, poverty and development and is located in

five regions across Asia and Africa. The main goal of Migrating out of Poverty is to provide

robust evidence on migration drivers and impacts that will contribute to improving policies

affecting the lives and well-being of poor migrants and their families through a programme

of innovative research, capacity building and policy engagement. The RPC will also conduct

policy analysis and evaluation in order to understand the migration policy process in

developing regions and will update and extend world renowned migration databases at the

University of Sussex to include internal migration.

The title Migrating out of Poverty reflects an aspiration to see a more balanced view of

migration; one that moves away from simplistic negative portrayals of migration to a

recognition that migration can lead to poverty reduction and development. Although

migration does not necessarily lead to such positive outcomes, it is a goal of the Migrating

out of Poverty RPC to produce research which sheds light on the circumstances in which

migration can most effectively reduce poverty.

What we require


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As the focus of the project is on examining the multiple ways in which migration can

impact on poverty and development, the research team must be multidisciplinary and

consist of a Principal Investigator (PI) who is a member of a Core Partner organization

and a co-researcher who has postgraduate qualifications in migration, economics or

the social sciences and belongs to one of the Associate Partner organizations.

Additionally there should be a team of quantitative research staff and qualitative

research staff. As stated above the survey team should comprise of two supervisors

and four enumerators. The supervisors would be experienced in survey based

fieldwork and the enumerators would have graduate level qualification in statistics or

social sciences. The qualitative research team would comprise of two-three

experienced or senior ethnographers and a team of four junior qualitative researchers

who would have degrees in sociology, anthropology or political science.

The PI is expected to take the lead in liaising with the Secretariat, take responsibility

for oversight of the fieldwork and quality control. The co-researcher will assist in

these tasks and produce the written outputs jointly with the PI.

Activities eligible for financingThe RPC Research Allocation Fund is pleased to offer financing for projects in the following

areas:

Geographic Area

The Research Allocation Fund will finance activities in East Africa, West Africa, Southern

Africa, South East Asia and South Asia. Some of the major countries of interest in the regions

are listed below.

East Africa: Djibouti, Ethiopia, Kenya, Somalia, Sudan, Uganda, Kenya, Rwanda, Tanzania,

Burundi.

South Asia: Bangladesh, India, Pakistan, Sri Lanka, Afghanistan, Nepal.South East Asia: Indonesia, Singapore, Vietnam, Malaysia, Thailand, Philippines.

Southern Africa: Angola, Botswana, Lesotho, Mozambique, Zimbabwe, South Africa,

Namibia.

West Africa: Burkina Faso, Niger, Mali, Ghana, Nigeria, Sierra Leone, Cote dIvoire.

What is the budget and timetable?

Approximately 35,000 is available per year to the five country study teams. Special

weight will therefore be given to the most cost-effective studies. Applications are required

by 19th January with contracts issued by 29th February 2012.

Monthly progress reports will be expected from the selected research teams.

Applications must include the following components:

1. Project Title

2. Please confirm if this is a collaborative if the application is joint, please write a

small summary outlining the partner institution, its purpose, and the reasons as to

why it wants to commission this research.


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3. Methodology - Outline the design of your research project including the methods

that you plan to use. You should explain why the chosen methods are best for

addressing the research questions and producing the outputs within the time and

resource constraints set for the project. The following areas should be addressed:

a. Design and Theoretical/Conceptual Framework: Provide a brief statement on

the type of study design to be used, theoretical framing, concepts and

models to be used.

b. Sampling: Describe your approach and rationale for selecting research sites

and subjects. For quantitative studies, for example, state the required sample

size, give details of estimated effect, size, power and precision employed in

the calculation where applicable.

c. Data Collection: Describe the data you plan to collect. Depending upon your

study design and methodology, you may need to explain what data collectioninstruments or measures you plan to use, and whether you will be using

instruments already developed and tested elsewhere or instrument that you

plan to develop as part of the project.

d. Data Analysis: Describe how you

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Kenya Framework Agreement 2011-2017

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