Dated [incl.

Date]

[Cpy name 1]

and

[Cpy name 2]

Agreement

for

Project [incl. Project title]

Beneficiary/Client: [Cpy name]

Country: [incl. Country]

Tender Notice Number: [incl. Reference]

THIS AGREEMENT is made on [date]

BETWEEN

[Cpy name 2][short cpy profile]

AND

[Cpy name 2][short cpy profile/summary]

IT IS HEREBY AGREED AS FOLLOWS:

1. [cpy name 2] will prepare two separate documents, one (1) technical proposal and one (1) financial proposal,
to bid for the project named [incl project title], reference number [incl number].
2. [cpy name 2] will submit the first drafts of documents on Monday 13th of December, 2010 at 08:00pm
(GMT+2).
3. [cpy name] agrees to disclose to [cpy name 2] all information that [cpy name 2] deems vital in the execution
of clause 1. Failure to comply will result in inconsistent and uninformed statements in the documents to be
produced as of clause 1.
4. [cpy name] agrees to compensate [cpy name 2] the sum of [specify sum in words, digits and currency] upon
successful completion of the task in clause 1. In two (2) installments following the details in clause [cl.
Number].
5. [cpy name 2] does NOT certify that the successful completion of task in clause 1 will serve as guarantee of
project award, all risks will remain the responsibility of [cpy name] upon submission as of clause 1.
6. [cpy name] shall submit the documents to client as official bidding documents for the award of project. [cpy
name 2] will NOT participate in this exercise, NOR shall [cpy name 2] be presented in the official bid bond
as a suggested professional, under contract or otherwise, for the implementation of project in case of project
award.
7. However, in case of project award, [cpy name 2] agrees to consult and advise during implementation. Case of
which a different agreement shall be signed between the two parties.
8. In case of project award, , [cpy name] and [cpy name 2] shall agree on other terms NOT specified in this
agreement.
9. TERMS AND CONDITIONS
9.1. RELATIONSHIP
[CPY NAME] acknowledges and agrees that the relationship between it and [cpy name 2] is that of
independent entities and nothing in this Agreement shall be construed as making [cpy name] or any of its
 employees an employee of [cpy name 2], or representative except as may be expressly provided for
in this Agreement.
9.2. COMPETITIVE ACTIVITIES
Both parties will notify each other prior to entering into any agreement with any third parties similar to
those hereunder for such third parties or to assist any third party in activities that are competitive with
[cpy name] Services or business in Rwanda, EAC or any other region/country.
9.3. USE OF BRAND AND TRADEMARKS
In connection with his obligations in this or other agreement, as of clause 7, [cpy name 2] may use [cpy
name] trademarks and brand materials, provide [cpy name] profile summary, and be authorized in
writing from time to time.
9.4. VALIDITY OF TERMS
The terms in this agreement shall be valid until submission of documents, as of clause 1 and 2. In case of
tender award, other agreements will determine/override terms validity.
9.5 TERMINATION
Either party may terminate this agreement at any time by providing one (1) week prior written notice
under the following conditions:
a) if either party breaches terms and clauses in this agreement. And fails to remedy such breach
within one (1) week time after written notice of the same. Other agreements will determine their own
termination terms.
b) if [cpy name] is declared insolvent or is subject to a bankruptcy petition by its creditors,
voluntarily or involuntarily. And if such insolvency is not dismissed within 2 weeks of filing.
10. Upon effective termination of this agreement, [cpy name 2] will return all confidential documentation
in its possession and will NOT make or retain any copies except as required to comply with any applicable
legal or accounting proceedings.
11. [cpy name 2] acknowledges that he will have access to confidential information of [cpy name],
including this agreement. [cpy name 2] agrees that he will not use in any way, for his own account or the
account of any third party, (except as expressly permitted by this agreement), nor disclose to any third party
(except as required by law or to that party’s attorneys, accountants and other advisors as reasonably necessary),
any of [cpy name]’s confidential information and will take reasonable precautions to protect the confidentiality
of such information.
12. This Agreement is made under and will be governed by and construed in accordance with the laws of Rwanda
and the Jurisdiction shall be in Rwanda.
13. Any dispute relating to the terms, interpretation or performance of this agreement (other than claims for
preliminary injunctive relief or other prejudgment remedies) will be resolved at the request of either party
through binding arbitration.
14. Neither party will be liable for any failure or delay in its performance under this agreement due to any cause
beyond its reasonable control, including act of war, acts of God, earthquake, flood, embargo, riot, sabotage,
labor shortage or dispute, governmental act or failure of the Internet.
15. This Agreement, including all documents incorporated herein by reference, constitutes the complete and
exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and
replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements,
written and oral, regarding such subject matter. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, but all of which together shall constitute one and the
same instrument.

Signed By [cpy name 2] this [date] Signed by [cpy name] this [date]

Witness: [legal witness name], signed this [date]