LEG C1 – Service Agreement EN

Updated: 17 March 2023

IOM office-specific Ref. No.

IOM Project Code

SERVICE AGREEMENT
between the
International Organization for Migration
and
[Name of the Service Provider]
on
[Type of Services]

This Service Agreement is entered into by the International Organization for Migration, a related
organization of the United Nations, acting through its [insert office name, e.g., Mission in XXX], [Address
of the Office], represented by [Name, Title of Director, CoM, HoO], hereinafter referred to as “IOM,” and
[Name of the Service Provider], [Address], represented by [Name, Title of the representative of the
Service Provider], hereinafter referred to as the “Service Provider.” IOM and the Service Provider are
also referred to individually as a “Party” and collectively as the “Parties.”

1. Introduction and Integral Documents

1.1 The Service Provider agrees to provide IOM with [insert brief description of services] in
accordance with the terms and conditions of this Agreement and its Annexes, if any.

1.2 The following documents form an integral part of this Agreement: [add or delete as required]

(a) Annex A - Bid/Quotation Form

(b) Annex B - Price Schedule
(c) Annex C - Delivery Schedule and Terms of Reference
(d) Annex D - Accepted Notice of Award (NOA)
(e) Annex E – IOM Terms and Conditions for European Union Funded Service Type
Agreements

In the event of conflict between the provisions of any Annex and the terms of the main body of
the Agreement, the latter shall prevail.

2. Services

2.1 The Service Provider agrees to provide to the IOM the following services (the “Services”):

[Outline services to be provided. Where relevant, include location and how frequently etc.
services are to be provided. List all the deliverables and their date of submission, if applicable.

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Description needs to be as detailed as possible to provide for a reliable yardstick to measure

compliance. It may be necessary to attach a description of the Services as an Annex.]

2.2 The Service Provider shall commence the provision of Services from [date] and fully and
satisfactorily complete them by [date].

2.3 The Service Provider agrees to provide the Services required under this Agreement in strict
accordance with the specifications of this Article and any attached Annexes.

[Optional for Piggybacking for other UN agencies (please delete if not applicable)]

2.4 If any United Nations (“UN”) entity wishes to avail of services which are of the same type as the
Services through their own contracting formats, the Service Provider shall extend such services
to them at prices and on terms no less favourable than those provided in this Agreement for the
Services. For this purpose, IOM shall be entitled to disclose information related to this
Agreement to any other UN entity.

3. The Service Fee

3.1 In full consideration for the complete performance of the Services in accordance with the terms
of the Agreement, the all-inclusive total price for the Services under this Agreement shall be
[currency code] [amount in numbers] ([amount in words]) (the “Service Fee”).

3.2 The Service Provider shall invoice IOM upon completion of all the Services. The invoice shall
include: [services provided, hourly rate, number of hours billed, any travel and out of pocket
expenses, (add/delete as necessary)]

3.3 The Service Fee shall become due [insert number of days in numbers] ([write figure in words])
days after IOM’s receipt and approval of the invoice.

3.4 Payment shall be made in [Currency code] by [bank transfer] to the following bank account:

Bank Name:
Bank Branch:
Bank Account Name:
Bank Account Number:
Swift Code:
IBAN Number:

3.5 The Service Provider shall be responsible for the payment of all taxes, duties, levies and charges
assessed on the Service Provider in connection with this Agreement.

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3.6 IOM shall be entitled, without prejudice to any other rights or remedies it may have, to withhold
payment of part or all of the Service Fee until the Service Provider has completed to the
satisfaction of IOM the Services to which those payments relate.

4. Warranties

4.1 The Service Provider warrants that:

(a) It is a company financially sound and duly licensed, with adequate human resources,
equipment, competence, expertise and skills necessary to provide fully and
satisfactorily, within the stipulated completion period, all the Services in accordance
with this Agreement;
(b) It shall comply with all applicable laws, ordinances, rules and regulations when
performing its obligations under this Agreement;
(c) In all circumstances it shall act in the best interests of IOM;
(d) No official of IOM or any third party has received from, will be offered by, or will receive
from the Service Provider any direct or indirect benefit arising from the Agreement or
award thereof;
(e) It has not misrepresented or concealed any material facts in the procurement of this
Agreement;
(f) The Service Provider, its staff or shareholders have not previously been declared by IOM
ineligible to be awarded agreements by IOM;
(g) It has or shall take out relevant insurance coverage for the period the Services are
provided under this Agreement;
(h) The Price specified in this Agreement shall constitute the sole remuneration in
connection with this Agreement. The Service Provider shall not accept for its own
benefit any trade commission, discount or similar payment in connection with activities
pursuant to this Agreement or the discharge of its obligations thereunder. The Service
Provider shall ensure that any subcontractors, as well as the personnel and agents of
either of them, similarly, shall not receive any such additional remuneration;
(i) It shall respect the legal status, privileges and immunities of IOM as an
intergovernmental organization, such as inviolability of documents and archive
wherever it is located, exemption from taxation, immunity from legal process or
national jurisdiction. In the event that the Service Provider becomes aware of any
situation where IOM’s legal status, privileges or immunities are not fully respected, it
shall immediately inform IOM;
(j) It is not included in the most recent Consolidated United Nations Security Council
Sanctions List nor is it the subject of any sanctions or other temporary suspension. The
Service Provider will disclose to IOM if it becomes subject to any sanction or temporary
suspension during the term of this Agreement;
(k) It must not employ, provide resources to, support, contract or otherwise deal with any
person, entity or other group associated with terrorism as per the most recent
Consolidated United Nations Security Council Sanctions List and all other applicable
terrorism legislation. If, during the term of this Agreement, the Service Provider
determines there are credible allegations that funds transferred to it in accordance with
this Agreement have been used to provide support or assistance to individuals or

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entities associated with terrorism, it will inform IOM immediately who in consultation
with the donors as appropriate, shall determine an appropriate response. The Service
Provider shall ensure that this requirement is included in all subcontracts.

4.2 The Service Provider warrants that it shall abide by the highest ethical standards in the
performance of this Agreement, which includes not engaging in any fraudulent, corrupt,
discriminatory or exploitative practice or practice inconsistent with the rights set forth in the
Convention on the Rights of the Child. The Service Provider shall immediately inform IOM of any
suspicion that the following practice may have occurred or exist:
(a) a corrupt practice, defined as the offering, giving, receiving or soliciting, directly or
indirectly, of anything of value to influence the action of IOM in the procurement
process or in contract execution;
(b) a fraudulent practice, defined as any act or omission, including a misrepresentation or
concealment, that knowingly or recklessly misleads, or attempts to mislead, IOM in the
procurement process or the execution of a contract, to obtain a financial gain or other
benefit or to avoid an obligation or in such a way as to cause a detriment to IOM;
(c) a collusive practice, defined as an undisclosed arrangement between two or more
bidders designed to artificially alter the results of the tender process to obtain a
financial gain or other benefit;
(d) a coercive practice, defined as impairing or harming, or threatening to impair or harm,
directly or indirectly, any participant in the tender process to influence improperly its
activities, or affect the execution of a contract;
(e) an obstructive practice, defined as (i) deliberately destroying, falsifying, altering or
concealing of evidence material to IOM investigations, or making false statements to
IOM investigators in order to materially impede a duly authorized investigation into
allegations of fraudulent, corrupt, collusive, coercive or unethical practices; and/or
threatening, harassing or intimidating any party to prevent it from disclosing its
knowledge of matters relevant to the investigation or from pursuing the investigation;
or (ii) acts intended to materially impede the exercise of IOM’s contractual rights of
access to information;
(f) any other unethical practice contrary to the principles of efficiency and economy, equal
opportunity and open competition, transparency in the process and adequate
documentation, highest ethical standards in all procurement activities.

4.3 The Service Provider further warrants that it shall:

(a) Take all appropriate measures to prohibit and prevent actual, attempted and
threatened sexual exploitation and abuse (“SEA”) by its employees or any other persons
engaged and controlled by it to perform activities under this Agreement (“other
personnel”). For the purpose of this Agreement, SEA shall include:
1. Exchanging any money, goods, services, preferential treatment, job
opportunities or other advantages for sexual favours or activities, including
humiliating or degrading treatment of a sexual nature; abusing a position of
vulnerability, differential power or trust for sexual purposes, and physical
intrusion of a sexual nature whether by force or under unequal or coercive
conditions;

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2. Engaging in sexual activity with a person under the age of 18 (“child”), except if
the child is legally married to the concerned employee or other personnel and is
over the age of majority or consent both in the child’s country of citizenship and
in the country of citizenship of the concerned employee or other personnel;
(b) Strongly discourage its employees or other personnel having sexual relationships with
IOM beneficiaries;
(c) Report timely to IOM any allegations or suspicions of SEA, and investigate and take
appropriate corrective measures, including imposing disciplinary measures on the
person who has committed SEA;
(d) Ensure that the SEA provisions are included in all subcontracts;
(e) Adhere to above commitments at all times.

4.4 The Service Provider expressly acknowledges and agrees that breach by the Service Provider, or
by any of the Service Provider’s employees, contractors, subcontractors or agents, of any
provision contained in Articles 4.1, 4.2 or 4.3 of this Agreement constitutes a material breach of
this Agreement and shall entitle IOM to terminate this Agreement immediately on written
notice without liability. In the event that IOM determines, whether through an investigation or
otherwise, that such a breach has occurred then, in addition to its right to terminate the
Agreement, IOM shall be entitled to recover from the Service Provider all losses suffered by IOM
in connection with such breach.

5. Assignment and Subcontracting

5.1 The Service Provider shall not assign or subcontract the activities under this Agreement in whole
or in part, unless agreed in writing in advance by IOM. Any subcontract entered into by the
Service Provider without approval in writing by IOM may be cause for termination of the
Agreement.

5.2 Notwithstanding such written approval from IOM, the Service Provider shall not be relieved of
any liability or obligation under this Agreement nor shall it create any contractual relation
between any subcontractor and IOM. The Service Provider shall include in an agreement with a
subcontractor all provisions in this Agreement that are applicable to a subcontractor, including
relevant Warranties and Special Provisions. The Service Provider remains liable as a primary
obligor under this Agreement, and it shall be directly responsible to IOM for any faulty
performance under any subcontract. The subcontractor shall have no cause of action against
IOM for any breach of the subcontract.

6. Delays, Defaults and Force Majeure

6.1 Time is of the essence in the performance of this Agreement. If the Service Provider fails to
provide the Services within the times agreed to in the Agreement, IOM shall, without prejudice
to other remedies under this Agreement, be entitled to deduct liquidated damages for delay.
The amount of such liquidated damages shall be 0.1% of the value of the total Service Fee per
day or part thereof up to a maximum of 10% of the Service Fee. IOM shall have the right to
deduct such amount from the Service Provider’s outstanding invoices, if any. Such liquidated

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damages shall only be applied when delay is caused solely by the default of the Service Provider.
Acceptance of Services delivered late shall not be deemed a waiver of IOM’s rights to hold the
Service Provider liable for any loss and/or damage resulting therefrom, nor shall it act as a
modification of the Service provider’s obligation to perform further Services in accordance with
the Agreement.

6.2 In case of failure by the Service Provider materially to perform under the terms and conditions
of this Agreement, IOM may, after giving the Service Provider 30 days’ written notice to perform
and without prejudice to any other rights or remedies, terminate the Agreement with
immediate effect without liability.

6.3 Neither Party will be liable for any delay in performing or failure to perform any of its obligations
under this Agreement if such delay or failure is caused by force majeure, which means any
unforeseeable and irresistible act of nature, any act of war (whether declared or not), invasion,
revolution, insurrection, terrorism, blockade or embargo, strikes, Governmental or state
restrictions, natural disaster, epidemic, public health crisis, and any other circumstances which
are not caused by nor within the control of the affected Party.

6.4 As soon as possible after the occurrence of a force majeure event which impacts the ability of
the affected Party to comply with its obligations under this Agreement, the affected Party will
give notice and full details in writing to the other Party of the existence of the force majeure
event and the likelihood of delay. On receipt of such notice, the unaffected Party shall take such
action as it reasonably considers appropriate or necessary in the circumstances, including
granting to the affected Party a reasonable extension of time in which to perform its obligations.
During the period of force majeure, the affected Party shall take all reasonable steps to
minimize damages and resume performance.

6.5 IOM shall be entitled without liability to suspend or terminate the Agreement if the Service
Provider is unable to perform its obligations under the Agreement by reason of force majeure.
In the event of such suspension or termination, the provisions of Article 17 (Termination) shall
apply.

7. Independent Contractor

The Service Provider, its employees and other personnel as well as its subcontractors and their
personnel, if any, shall perform all Services under this Agreement as an independent contractor and not
as an employee or agent of IOM.

8. Audit

The Service Provider agrees to maintain financial records, supporting documents, statistical records and
all other records relevant to the Services in accordance with generally accepted accounting principles to
sufficiently substantiate all direct and indirect costs of whatever nature involving transactions related to
the provision of Services under this Agreement. The Service Provider shall make all such records
available to IOM or IOM's designated representative at all reasonable times until the expiration of 7

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(seven) years from the date of final payment, for inspection, audit, or reproduction. On request,
employees of the Service Provider shall be available for interview.

9. Confidentiality

9.1 All information which comes into the Service Provider’s possession or knowledge in connection
with this Agreement is to be treated as strictly confidential. The Service Provider shall not
communicate such information to any third party without the prior written approval of IOM. The
Service Provider shall comply with IOM Data Protection Principles in the event that it collects,
receives, uses, transfers, stores or otherwise processes any personal data in the performance of
this Agreement. These obligations shall survive the expiration or termination of this Agreement.

9.2 Notwithstanding the previous paragraph, IOM may disclose information related to this
Agreement, such as the name of the Service Provider and the value of the Agreement, the title
of the contract/project, nature and purpose of the contract/project, name and locality/address
of the Service Provider and the amount of the contract/project to the extent as required by
IOM’s donors or in relation to IOM’s commitment to any initiative for transparency and
accountability of funding received by IOM in accordance with the policies, instructions and
regulations of IOM.

10. Intellectual Property

All intellectual property and other proprietary rights including, but not limited to, patents, copyrights,
trademarks, and ownership of data resulting from the performance of the Services shall be vested in
IOM, including, without any limitation, the rights to use, reproduce, adapt, publish and distribute any
item or part thereof.

11. Notices

Any notice given pursuant to this Agreement will be sufficiently given if it is in writing and received by
the other Party at the following address:

International Organization for Migration (IOM)

Attn: [Name and title/position of IOM contact person]
[IOM’s address]
Email: [IOM’s email address]

[Full name of the Service Provider]

Attn: [Name and title/position of the Service Provider‘s contact person]
[Service Provider‘s address]
Email: [Service Provider‘s email address]

12. Dispute Resolution

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12.1. Any dispute, controversy or claim arising out of or in relation to this Agreement, or the breach,
termination or invalidity thereof, shall be settled amicably by negotiation between the Parties.

12.2 In the event that the dispute, controversy or claim has not been resolved by negotiation within
3 (three) months of receipt of the notice from one party of the existence of such dispute,
controversy or claim, either Party may request that the dispute, controversy or claim is resolved
by conciliation by one conciliator in accordance with the UNCITRAL Conciliation Rules of 1980.
Article 16 of the UNCITRAL Conciliation Rules does not apply.

12.3 In the event that such conciliation is unsuccessful, either Party may submit the dispute,
controversy or claim to arbitration no later than 3 (three) months following the date of
termination of conciliation proceedings as per Article 15 of the UNCITRAL Conciliation Rules.
The arbitration will be carried out in accordance with the 2010 UNCITRAL arbitration rules as
adopted in 2013. The number of arbitrators shall be one and the language of arbitral
proceedings shall be English, unless otherwise agreed by the Parties in writing. The arbitral
tribunal shall have no authority to award punitive damages. The arbitral award will be final and
binding.

12.4 The present Agreement as well as the arbitration agreement above shall be governed by the
terms of the present Agreement and supplemented by internationally accepted general
principles of law for the issues not covered by the Agreement, to the exclusion of any single
national system of law that would defer the Agreement to the laws of any given jurisdiction.
Internationally accepted general principles of law shall be deemed to include the UNIDROIT
Principles of International Commercial Contracts. Dispute resolution shall be pursued
confidentially by both Parties. This Article survives the expiration or termination of the present
Agreement.

13. Use of IOM Name, Abbreviation and Emblem

The Service Provider shall not be entitled to use the name, abbreviation or emblem of IOM without
IOM’s prior written authorisation. The Service Provider acknowledges that use of the IOM name,
abbreviation and emblem is strictly reserved for the official purposes of IOM and protected from
unauthorized use by Article 6ter of the Paris Convention for the Protection of Industrial Property,
revised in Stockholm in 1967 (828 UNTS 305 (1972)).

14. Status of IOM

Nothing in or relating to the Agreement shall be deemed a waiver, express or implied, of any of the
privileges and immunities of the International Organization for Migration as an intergovernmental
organization.

15. Indemnity

The Service Provider shall at all times defend, indemnify, and hold harmless IOM, its officers, employees,
and agents from and against all losses, costs, damages and expenses (including legal fees and costs),

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claims, suits, proceedings, demands and liabilities of any kind or nature to the extent arising out of or
resulting from acts or omissions of the Service Provider or its employees, officers, agents or
subcontractors, in the performance of this Agreement. IOM shall promptly notify the Service Provider of
any written claim, loss, or demand for which the Service Provider is responsible under this clause. This
indemnity shall survive the expiration or termination of this Agreement.

16. Waiver

Failure by either Party to insist in any one or more instances on a strict performance of any of the
provisions of this Agreement shall not constitute a waiver or relinquishment of the right to enforce the
provisions of this Agreement in future instances, but this right shall continue and remain in full force and
effect.

17. Termination

17.1 IOM may at any time suspend or terminate this Agreement, in whole or in part, with immediate
effect, by providing written notice to the Service Provider, in any case where the mandate of
IOM applicable to the performance of the Agreement or the funding of IOM applicable to the
Agreement is reduced or terminated. In addition, IOM may suspend or terminate the Agreement
upon thirty (30) days’ written notice without having to provide any justification.

17.2 In the event of termination of this Agreement, IOM will only pay for the Services completed in
accordance with this Agreement, unless otherwise agreed in writing by the Parties. The Service
Provider shall return to IOM any amounts paid in advance within 7 (seven) days from the notice
of termination.

17.3 In the event of any termination of the Agreement, upon receipt of notice of termination, the
Service Provider shall take immediate steps to bring the performance of any obligations under
the Agreement to a close in a prompt and orderly manner, and in doing so, reduce expenses to a
minimum, place no further subcontracts or orders for materials, services, or facilities, and
terminate all subcontracts or orders to the extent they relate to the portion of the Agreement.
Upon termination, the Service Provider shall waive any claims for damages including loss of
anticipated profits on account thereof.

17.4 In the event of suspension of this Agreement, IOM will specify the scope of activities and/or
deliverables that shall be suspended in writing. All other rights and obligations of this
Agreement shall remain applicable during the period of suspension. IOM will notify the Service
Provider in writing when the suspension is lifted and may modify the completion date. The
Service Provider shall not be entitled to claim or receive any Service Fee or costs incurred during
the period of suspension of this Agreement.

18. Severability

If any part of this Agreement is found to be invalid or unenforceable, that part will be severed from this
Agreement and the remainder of the Agreement shall remain in full force.

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19. Entire Agreement

This Agreement embodies the entire agreement between the Parties and supersedes all prior
agreements and understandings, if any, relating to the subject matter of this Agreement.

20. Final Clauses

20.1 This Agreement will enter into force upon signature by both Parties. It will remain in force until
completion of all obligations of the Parties under this Agreement unless terminated earlier in
accordance with Article 17.

20.2 Amendments may be made by mutual agreement in writing between the Parties.

21. Special Provisions (Optional)

Due to the requirements of the donor financing the project, the Service Provider shall agree and accept
the following provisions:

[Insert all donor requirements which must be flown down to IOM’s Service Providers and
subcontractors. In case of any doubt, please contact LEGContracts@iom.int]

Signed in duplicate in English, on the dates and at the places indicated below.

For and on behalf of For and on behalf of

The International Organization for [Name of Service Provider]
Migration

Signature Signature

Name: Name:
Position: Position:
Date: Date:
Place: Place:

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Annex X
[Title]

[Attach the Annex/es and label accordingly]

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