ARTICLE 1.
PURPOSE OF AGREEMENT
This Agreement is made by and between the Parties to provide support for the activities described in Attachment _: Scope ofWork (the “Work”).
Subrecipient will perform all things specified in this Agreement which may be necessary to complete the Work. Unless otherwise
specified by IIE from time to time, Subrecipient will regularly consult with, and fulfill any reasonable requests regarding thescope and results of the Work given by the Technical Monitor identified on page 1 of this Agreement.
All funds provided under this Agreement will be used solely for the purposes described in this Agreement and Attachments.
ARTICLE 2.
AGREEMENT PERIODThis Agreement will be in effect from the Start Date through the End Date set forth on page 1 of this Agreement, unless theperiod of performance is extended by written modification to this Agreement.
ARTICLE 3.
AGREEMENT AMOUNTThe total Agreement Amount of funding for this Agreement is stated on page 1 of this Agreement. The payment of this amountis subject to the satisfactory completion of the agreed upon milestones and the overall progress of the Work. The U.S. dollar
funding level specified will control and may not be exceeded, including in those instances where payment is made in local
currency.
ARTICLE 4.
COMMUNICATIONS AND TECHNICAL DIRECTION
It is preferred that all communication regarding contractual guidance, programmatic and technical direction be made via
electronic mail. All contractual guidance will be provided by the IIE G&C Representative. All programmatic direction andmonitoring activities under this Agreement will be provided by the IIE Program Representative. All technical direction andmonitoring activities under this Agreement will be provided by the IIE Technical Monitor.
Any required prior approvals must be approved in writing by the IIE Program Representative.
All amendments to this Agreement shall be in writing and shall be signed by the Parties’ duly authorized representatives.
All legal notices shall be sent in accordance with Section 15 of Attachment B: General Terms and Conditions.
ARTICLE 5.
SUBRECIPIENT MONITORING AND INSPECTION
IIE has the right to monitor or otherwise evaluate the work being performed under this Agreement through any reasonable
method, including but not limited to: site visits, email, phone calls, and feedback. IIE has the right to inspect documents related
to the performance of this Agreement. IIE will perform all reviews and evaluations during regular business hours, withreasonable advance notice, and so as not to unduly delay work under this Agreement. If IIE performs a site visit, Subrecipientagrees to make its premises available and to provide all reasonable assistance, and to require any subcontractor or lower-tiersubrecipient to provide IIE the same access in any subcontract or lower-tier subrecipient agreement.
ARTICLE 6.
REPORTING
Subrecipient will submit Milestone Certifications and Payment Vouchers as detailed in Attachment E.
ARTICLE 7.
INTANGIBLE PROPERTY
Intangible Property means property having no physical existence, and includes, but is not limited to, copyrights, trademarks andtrademark applications, patents and patent applications, computer programs and software, inventions, the results of studies,
technical and non-technical data, and any other similar items.
To the extent that any Intangible Property is developed or purchased under this Agreement, Subrecipient hereby grants to the
U.S. Government a fully-paid, royalty-free, non-exclusive, irrevocable universal license to reproduce, publish, or otherwise use
the Intangible Property consistent with the applicable regulations indicated in Attachment A.
Subrecipient grants to IIE a license to use Intangible Property developed or purchased under this Agreement for the purpose ofand to the extent required to meet IIE’s obligations to the U.S. Government, its Prime Award, and any applicable U.S.
Government regulation.
Intangible Property owned or created by the Subrecipient prior to the commencement of the Work, or generated after
commencement of the Work but independent of the Work (“Prior Invention”) remains the property of the Subrecipient. If theSubrecipient incorporates any Prior Invention into any of the Work for IIE, the Subrecipient hereby grants to IIE and the U.S.
Government a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to reproduce, publish, make derivative
works, or otherwise use the Prior Invention as part of or in connection with the Work.
The Work created by Subrecipient must not violate or infringe any copyright, patent, trade secret, trademark, trade name, rightof privacy, or any other proprietary or other right of any person or organization.

Any printed materials intended for a foreign audience produced pursuant to this Agreement must be marked appropriately withthe standard rectangular U.S. flag in a size and prominence equal to (or greater than) any other logo or identity. If applicable,
IIE will provide assistance and digital files.
This Article will survive termination of this Agreement.
ARTICLE 8.
USE OF NAME
Subrecipient shall not use the names, logos, or any other marks owned by or associated with IIE for marketing or advertising purposes,
or on any form of publicity (including, if applicable, Subrecipient’s website, or in any of Subrecipient’s other promotional materials) or
refer to the existence of this Agreement in press releases or advertising without the prior written consent of IIE.
Subrecipient shall not use any names, logos, seals, insignia or other words, symbols or devices that identify the U.S. Government or
any branch thereof for any purpose except (i) in accordance with the Prime Award, (ii) with the prior written approval of, and inaccordance with restrictions required by, the U.S. Government or (iii) as required by law.

ARTICLE 9.
COMPLIANCE WITH LAWS AND REGULATIONS
Acceptance of this Agreement constitutes certification that the Subrecipient is not presently debarred, suspended, proposedfor debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal Department or Agency.
Subrecipient agrees that its employees, subcontractors, and any pre-approved lower-tier subrecipients who perform services inconnection with this Agreement will review, familiarize themselves and comply with the full text of the provisions of thefollowing Federal laws, regulations and executive orders:
A.
B.
C.
D.

22 CFR 137 Government-wide Debarment and Suspension and Government-wide Requirements for Drug-Free Workplace
22 CFR 140 Prohibition on Assistance to Drug Traffickers
22 CFR 138 Restrictions on Lobbying, and Standard Form LLL, Disclosure of Lobbying Activities
U.S. Executive Order No. 13224 and U.S. law prohibiting transactions with, and the provision of resources and support to,individuals and organizations associated with terrorism
E. USA FREEDOM Act Public Law 114-23
F. U.S. Executive Order 12432 Minority Business Enterprise Development
G. 22 U.S.C. 78 Trafficking Victims Protection Act
H. Subrecipient shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit
discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, andprohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or
national origin. These regulations require that IIE and its subrecipients, service providers and subcontractors takeaffirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual
orientation, gender identity, national origin, protected veteran status or disability.
I. U.S. Executive Order No. 13665 Non-Retaliation for Disclosure of Compensation Information
ARTICLE 10. EQUIPMENT AND NON-EXPENDABLE PROPERTY
Equipment and non-expendable property (“Equipment”) are defined as items that have a useful life of more than one year andan acquisition cost of $5,000 or more per unit. Unless otherwise provided in Attachment C, title to any Equipment purchasedto accomplish any Milestones under this Agreement vests in the Subrecipient upon acquisition, with the condition that
Subrecipient must use the Equipment for the implementation of this Agreement.
ARTICLE 11. ORDER OF PRECEDENCE
In the event of any inconsistency between this Agreement and an Attachment, the inconsistency will be resolved by giving
precedence in the following order:
1.
2.
3.
4.
5.
6.

This Subrecipient Agreement
Attachment A: Incorporated Regulations
Attachment B: General Terms and Conditions
Attachment C: Scope of Work
Attachment D: Payment
Attachment E: Milestone Certification and Payment Voucher

ARTICLE 12. ATTACHMENTS
All Attachments to this Agreement are hereby incorporated and made a part of this Agreement. Subrecipient will answer allquestions and supply the information requested in Attachment F: Subrecipient Data Collection.

ATTACHMENT A: Incorporated Regulations
The following Office of Management and Budget (“OMB”) Circulars, laws, regulations, codes and requirements that are checked
apply to this Agreement and are deemed to be incorporated into this Agreement. The checked provisions below must be floweddown to any approved lower-tier subrecipient awards issued by the Subrecipient. Subrecipient agrees that its employees,
subcontractors, and any third-party service providers who perform services in connection with this Agreement will review,familiarize themselves and comply with the full text of the provisions of the items checked below.
☐

OMB Circular A-110 Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher
Education, Hospitals, and Other Non-Profit Organizations☐

OMB Circular A-133 Audits of States, Local Governments and Non-Profit Organizations☐

2 CFR 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (except
Subpart E – Cost Principles) and 2 CFR 600. Subrecipient understands and agrees that funds CAN NOT be used topurchase alcohol.

☐

The U.S. Department of State Standard Terms and Conditions for both U.S. Based and Foreign Organizations☐

The U.S. Department of State Domestic Standard Terms and Conditions (FY2010-FY2014)☐

The U.S. Department of State Overseas Standard Terms and Conditions (FY2010-FY2014)☐

Nondiscrimination based on race, color, national origin, sex, handicap or age in compliance with Title VI of the Civil
Rights Act of 1964, the Age Discrimination Act of 1975, and the Rehabilitation Act of 1973☐

U.S. Executive Order 12432 Minority Business Enterprise Development☐

22 U.S.C. 78 Trafficking Victims Protection Act☐

42 U.S.C. 7401 – 7671Q Clean Air Act☐

33 U.S.C. 1251 – 1387 The Federal Water Pollution Control Act, as amended☐

OFAC License Requirement – see Part 1 to this Attachment A.

☐

Contact Policy with the Palestinian Authority – see Part 2 to this Attachment A.

☐

All printed materials produced pursuant to this Agreement must be marked appropriately with the standard U.S. flagin a size and prominence equal to (or greater than) any other logo or identity.

☐

Click here to enter a flow down provision that is not included in the list above.

a)
Unless one of the exceptions provided in subparagraph (b) below applies, within the Incorporated Regulations, the term “award” shall mean
“Agreement,” the term “recipient” shall mean “Subrecipient,” the term “Department of State,” or “Government.” shall mean “IIE;” and the term
“Agreement Officer” shall mean the “IIE Program Representative.”b)

The following instances are exceptions to the general rule as provided in (a) above:
1)
2)
3)

Where it is clear, by the context of the provision itself or the conditions under which it is being applied, that the reference is intended torefer to the U.S. Government, its officers or agents, or the prime awardee specifically;
Where an explicit provision of this Agreement and Attachments states a contrary intent; or,Where interpretation in accordance with the rules stated above would place IIE in a position of violating the equivalent or related
provisions of the prime award whereas construction of the terms without modification would not.

c)References in any Incorporated Regulations to “Disputes,” “Disputes Resolution,” or any such terminology will be construed as references tothe “Disputes” provision contained in Attachment B, General Terms and Conditions. The Subrecipient will have no direct access to the Disputes
process as defined in the terms of the Prime Award.

Attachment A: Incorporated Regulations - Part 1
OFAC LICENSE REQUIREMENT
A. Most financial and other transactions in or involving Iran by persons subject to U.S. jurisdiction are prohibited unless licensed
by the U.S. Department of Treasury, Office of Foreign Assets Control (OFAC), ECA and its subrecipients (together with ECA, the"Licenses") are authorized under OFAC License No. IA-8785a issued to ECA to engage in all transactions necessary in support oftheir mutual understanding exchange programs and authorized by this Agreement, including the exportation or re-exportationby the subrecipient to Iran of goods, technology or software that are neither listed on the Commerce Control List under the
Export Administration Regulations, 15 C.F.R. §§ 730 et seq. (“CCL items”), nor listed on the United States Munitions Listestablished under Section 38 of the Arms Export Control Act (22 U.S.C. § 2778) (“USML items”). Subrecipient is not authorized
to export or re-export to Iran any goods, technology, or software that is a CCL or USML item. A separate license from OFAC
would be required to engage in such transactions.
B. Except as expressly authorized by the terms of this Agreement or otherwise by the Office of Foreign Assets Control or the IranianTransactions Regulations, 31 C.F.R. §560 (the "Regulations"), nothing in OFAC License No. lA- 8785a authorizes any transaction
prohibited by the Regulations, nor does this license authorize any transfer of any property blocked pursuant to 31 C.F.R. § 535,
or any other transaction prohibited under 31 C.F.R. Chapter V. The OFAC license also does not excuse noncompliance with anyother law or regulation administered by OFAC or another agency (including reporting requirements) applicable to transaction(s)carried out pursuant to this Agreement, nor does it release anyone from criminal or civil liability for violation of any law or
regulation.
C.

The transfer of funds authorized by OFAC License No. IA-8785a must be effected in a manner consistent with 31 C.F.R. § 560.516
and may not involve the debiting or crediting of an account of a person located in Iran or of the Government of Iran maintainedon the books of a U.S. depository institution. Any transfer of funds through the U.S. financial system pursuant to theauthorization set forth above should reference OFAC License No. IA-8785a to avoid rejection of the transfer.

D. It is a condition of this Agreement, in accordance with OFAC License No. IA-8785a and with 31 C.F.R. § 501, that the subrecipient
shall keep full and accurate records of all transactions engaged in pursuant to the authorization contained in this license andpursuant to this Agreement. Such records shall be made available for examination upon demand for at least five years fromthe date of each transaction. Such records shall clearly demonstrate the applicability the objectives set forth in this Agreement.
(Attention is drawn to the recordkeeping, retention and reporting requirements of 31 C.F.R. §§ 501.601 and 501.602.)
E.

As a condition of OFAC License No. IA-8785a, IIE is required on a quarterly basis to certify directly to OFAC that its subrecipientsare and will continue to be in accordance with all of the conditions set forth in the IIE grant Agreement. IIE is also required toreport to OFAC the circumstances of any situation in which a subrecipient has engaged in activity in contravention of an IIE
Agreement or any provisions of 31 C.F.R. Chapter V. Accordingly, the Subrecipient shall submit a quarterly certification to IIE
stating compliance with these conditions. The certification/statement should be in the form of an e-mail sent directly to the
IIE Program Representative. Please include the Agreement Number and period of time covered. Failure to submit timely
reports may result in a revocation of OFAC’s authorization to the subrecipient.

Attachment A: Incorporated Regulations - Part 2
CONTACT POLICY WITH THE PALESTINIAN AUTHORITY
A.
Contact with Palestinian Authority (“PA”) Ministries. The Subrecipient shall have no contact (as hereinafter defined)with PA officials under the authority of the Prime Minister or any other minister in the Hamas-led cabinet. For purposes of this Section
18, "contact" means any meeting, telephone conversation, or other communication, whether oral or written. Contact with all officials
in those ministries, including working-level employees, is prohibited.
B.
Contact with the PA Presidency. Contact is allowed with the Palestinian Authority Presidency and agencies under his
authority, including the Office of the President, Presidential Security, General Intelligence, Governors and Governorate staff, theAttorney General's Office, and the Palestine Investment Fund (“PIF”). This list may be updated from time to time.
C.
Contact with Independent PA Entities. Contact is allowed with PA offices and officials that are independent of thePrime Minister and cabinet ministers. This includes:i. The Palestinian Judiciary, including the Higher Judicial Council;
ii. Members of the Palestinian Legislative Council (“PLC”), PLC staff, and officials under their authority who are not
Designated Terrorist Organizations (“DTO”) members or affiliates. (However, note that all PLC members elected on the Hamasaffiliated ticket, and their staffs are off-limits and shall not be contacted); andiii. Independent agencies, including the Central Elections Commission; the Independent Citizens Rights Commission;
the General Audit Authority/External Audit Agency; and the Palestinian Monetary Authority. This list may be updated from time totime.
D.
Contact with other Palestinians. Contact is allowed with any private Palestinian, and mayors, deputy mayors, village
council members, and officials under their authority, who are not affiliated with a DTO. A complete list of DTO's can be found at
http://www.treasury.gov/offices/enforcement/ofac/sd. The list includes, but is not limited to, Hamas, the Popular Front for the
Liberation of Palestine (“PFLP”), Palestinian Islamic Jihad (“PIJ”), and the Democratic Front for the Liberation of Palestine - Hawatmeh
Faction (“DFLP”).
E.
Inadvertent Contacts. When staff members of the Subrecipient inadvertently encounter a prohibited individual, theyshould avoid substantive interactions with that person and should terminate the contact as soon as possible without creating an
incident. To avoid such situations, staff members of the Subrecipient should use best efforts to ensure that meetings, ceremonies, andother events they arrange do not include prohibited individuals.
F.
Exceptions. Contact with the PA is permitted only for administrative purposes to implement U.S. Governmentapproved programmatic activities. First, all efforts should be made to implement a project with no contact. If that is not possible, thencontact shall only be made at the lowest possible level. In no case shall there be any contact with any PA minister, PA sub-cabinet
agency head, or PLC member affiliated with a DTO.
G.
Termination of Grant. Failure to comply with this Article may, in the sole discretion of the Department of State, resultin the immediate termination of this Agreement. This Article shall be included in all sub-awards, sub-grants, and subcontracts under
this Agreement.
H.

Questions and clarifications about this policy may be submitted to IIE.

ATTACHMENT B: GENERAL TERMS AND CONDITIONS
1. PRIVITY
This Agreement is funded in whole or in part with funds from the Prime
Funder. Neither the Prime Funder nor any of its departments, agencies, or
employees is or will be a party to this Agreement. No privity of contract
between the Prime Funder and Subrecipient is established by this Agreement.
All communications regarding contractual matters related to this Agreement
shall be directed to IIE and not to the Prime Funder.
2. INDEPENDENT ENTITY
The relationship of Subrecipient to IIE is that of an independent entity, andSubrecipient is directly responsible for the mode, method, and manner of its
activities. Under no circumstances, as a result of this Agreement, will
Subrecipient or any employee, agent, or representative of Subrecipient be
considered an employee, agent, or representative of IIE. Nothing contained
herein will create any agency, partnership, association, or joint venture
between Subrecipient and IIE. Subrecipient will have no right or authority tocreate any obligation or responsibility, express or implied, on behalf of or in
the name of IIE, or to bind IIE contractually in any manner whatsoever, nor will
IIE have any such right or authority in relation to Subrecipient. Subrecipient
will not make any representation, express or implied, that it is an agent or
representative of IIE. Subrecipient will be responsible for all employment
matters, including but not limited to, payment of all applicable federal, state,foreign, and local employment taxes, workers’ compensation and disability
insurance coverage and other mandated employee benefits, as well as any
non-obligatory fringe benefits. IIE will not be liable for such Subrecipient
liabilities or for any other debts, obligations, or other liabilities of Subrecipient.
3. CONFIDENTIAL INFORMATIONA.
Other than as is required to implement the Work hereunder, each Party
will take reasonable measures to safeguard and hold in confidence the otherParty’s “Confidential Information,” which includes all Personally Identifiable
Information (See 2 CFR 200.79), the financial and other details of thisAgreement (but not its existence, funding amounts, the nature of the workand the identity of the Sponsor) and any other document that is marked“Confidential” or “Proprietary.”B.
The term “Confidential Information” does not include information that:(i) was in the public domain at the time it was disclosed or has entered the
public domain through no fault of Subrecipient; (ii) at the time of disclosure,was known to Subrecipient through lawful means or through acts of a third
party who is free to make such disclosure without restriction; (iii) was
independently developed by Subrecipient without any use of the Confidential
Information; or (iv) is disclosed pursuant to a lawful order or requirement of acourt, administrative agency, or other governmental body having jurisdiction
over Subrecipient; provided, however, that Subrecipient will provide prompt
notice thereof to IIE to enable IIE to seek a protective order or otherwise
prevent or restrict such disclosure.
C.

This Section will survive termination of this Agreement.

4. PUBLICATIONS
Any publications or articles resulting from this Agreement must acknowledge
the support of the Department of State and will include a disclaimer of official
endorsement as follows: “This [article] was funded [in part] by a grant fromthe United States Department of State. The opinions, findings and conclusions
stated herein are those of the author[s] and do not necessarily reflect those of
the United States Department of State”. The Subrecipient must ensure that
this disclaimer be included on all brochures, flyers, posters, billboards, or othergraphic artwork that are produced under the terms of the award. Subrecipient
will notify the IIE Program Representative when any article, chapter or otherpublication is published, and will provide a copy of the published work to IIE.
The Department of State’s seal may not be used by the Subrecipient without
the express written permission of IIE.
5. ORGANIZATIONAL CONFLICTS OF INTEREST
Subrecipient represents that, to the best of Subrecipient's knowledge andbelief, there are no relevant facts or circumstances which could give rise to anorganizational conflict of interest, or that Subrecipient has disclosed all such
relevant information.
Subrecipient agrees that if an actual or potential organizational conflict ofinterest is discovered after award, Subrecipient will make a full disclosure in
writing to the IIE G&C Representative. This disclosure will include a descriptionof activities which Subrecipient has taken or proposes to take to avoid,
mitigate, or neutralize the actual or potential conflict.
a)

Remedies –IIE may terminate this Agreement for convenience, in whole
or in part, if it deems such termination necessary to avoid anorganizational conflict of interest. If Subrecipient was aware of apotential organizational conflict of interest prior to award or discoveredan actual or potential conflict after award and did not disclose or
misrepresented relevant information to IIE, IIE may terminate theAgreement for default.

b)

Subrecipient further agrees to insert provisions which will conform
substantially to the language of this clause, including this subparagraph,in any subagreement or consultant agreement arising out of thisAgreement.

6. ASSIGNMENT; AMENDMENT
Neither Party may sell, transfer, assign or subcontract any right, duty or
obligation set forth in this Agreement without the prior written consent of theother Party. No waiver, amendment or modification of this Agreement shallbe effective unless in writing and executed by IIE and Subrecipient.
7. DISPUTES AND GOVERNING LAW
All disputes and controversies that may arise out of or in connection with theterms of this Agreement between IIE and U.S. domiciled organizations will besettled by negotiations between IIE’s Program Representative andSubrecipient’s Program Representative. If negotiations cannot be successfully
concluded to the satisfaction of both IIE and Subrecipient within thirty (30)days, the dispute will be referred to IIE’s Director of Grants and Contracts andSubrecipient’s Chief Executive Officer or designated representative for review
and settlement. Disputes which remain unresolved after sixty (60) days may
be heard by the courts of the State of New York in New York County and theUnited States District Court for the Southern District of New York (the“Courts”).
This Agreement will be governed by and construed in accordance with the lawsof New York, without regard to principles relating to conflicts of law. The
Courts will have exclusive jurisdiction over IIE and Subrecipient with respect toany unresolved dispute between them and, by execution and delivery of thisAgreement, IIE and Subrecipient submit to the exclusive jurisdiction of the
Courts, including, but not limited to, the in personam jurisdiction of the Courts,
waive any objection to such jurisdiction on the grounds of venue or forum nonconveniens, or the absence of in personam jurisdiction.
8. INDEMNIFICATION
Each Party (the “Indemnifying Party”) hereby indemnifies and shall defend andhold harmless the other Party (the “Indemnified Party”), its respective officers,
trustees, directors, employees, agents, affiliates, partners, clients and its andtheir respective officers, trustees, directors, employees, and agents against
and from any and all claims, damages, penalties, liabilities, costs and expenses(including, without limitation fees, fees and disbursements of counsel)
incurred by the Indemnified Party in any action or proceeding between
Subrecipient and IIE or between the Indemnified Party and any third party orotherwise arising out of or in conjunction with (a) the Indemnifying Party’s
breach of its respective representations or obligations under this Agreementand (b) any bodily injury, death, and/or property damage which may arise outof or be based upon any act or omission by the Indemnifying Party under thisAgreement.
9. INSURANCE
Subrecipient shall be responsible for obtaining and maintaining adequate
insurance as is necessary for Subrecipient’s protection in connection with work
performed under this Agreement. The limits of coverage under each insurance
policy maintained by Subrecipient shall not be interpreted as limiting
Subrecipient’s liability and obligations under this Agreement. Upon request
by IIE, Subrecipient shall furnish IIE with a certificate of insurance reflecting
the levels of insurance maintained by Subrecipient.
10. LOBBYING ACTIVITIES
Subrecipient agrees that no portion of any Federal funds provided under theterms of this Agreement shall be used to influence or attempt to influence anofficer or employee of any government agency, to sponsor or support any
political campaign on behalf of or in opposition to any candidate for public
office or to otherwise attempt to influence local, state, federal or foreignlegislation.
11. TERM, TERMINATION, AND SUSPENSIONThis Agreement will be effective as of the Start Date set forth on page 1 of thisAgreement and will, unless earlier terminated in accordance with the terms ofthis Agreement, continue in full force and effect until the End Date set forthon page 1 of this Agreement. This Agreement may be extended upon thefurther written agreement of IIE and Subrecipient.
This Agreement may be terminated by either Party as follows: either Party may
suspend or terminate this Agreement, in whole or in part, at any time, and forany reason, by providing written notice of the effective date of the suspension
or termination to the other Party. Subrecipient will be responsible forsatisfying all of its obligations relative to this Agreement through the effective
date of termination.
IIE may terminate this Agreement upon material breach by the Subrecipientof any term of this Agreement. IIE may give written notice to the Subrecipient
describing in detail such breach. If the Subrecipient shall not have cured suchbreach within thirty (30) days of receiving notice thereof, IIE will give written
notice to the Subrecipient that it elects to terminate this Agreement and shallspecify a date upon which such termination shall take effect.
IIE may terminate this Agreement with immediate effect if it is determinedthat the Subrecipient is receiving funding from another source for the same
work being performed pursuant to this Agreement. Subrecipient must receive
prior written approval from IIE if the Subrecipient wants to engage in blended
or multiple-sourced funding for the Work to be performed pursuant to thisAgreement.
Upon Termination, Subrecipient will: (1) cease all work except to the extent
that is minimally necessary to shut down operations; (2) return or provide to
IIE all materials and work product related to this Agreement; and, (3) provide
IIE with such services related to the transfer of tasks under the work statement
to another subrecipient as is specified by IIE upon termination.
The Parties will settle any undisputed amounts for services provided up to theeffective date of termination and any such transfer costs through: (a) anegotiated agreement between the Parties or (b) a reasonable determination
by IIE.
12. DELAYS
Whenever Subrecipient knows, or reasonably should know, that any actual or
potential condition is delaying, or threatens to delay, the timely performanceof work under this Agreement, Subrecipient will, within five (5) days, notify the
IIE Program Representative in writing and provide all relevant information
with respect to the delay.
13. FORCE MAJEURE
Neither Party shall be in breach of the Agreement if there is any total or partial
failure of performance of its duties and obligations occasioned by any act ofGod, fire, act of government or state, war, insurrection, embargo, terrorist act,
prevention from or hindrance in obtaining any raw materials, energy or othersupplies, labor disputes of whatever nature and any other reason beyond thereasonable control of either Party.
14. LANGUAGE
The Parties will use the English language for all contractual documents. Should
IIE provide a translation into any other language, the English version willcontrol in the event of any conflict or difference. Subrecipient will include thisprovision in any lower tier sub agreement.
15. LEGAL NOTICESAll notices or communications pertaining to this Agreement will be given inwriting to addresses on page 1 of the Agreement. A notice is deemed received:on the date of delivery if left at the recipient’s address; five (5) after the dateof posting if the postal service is widely known to be dependable; and if sentby courier, the next business day following the date such notice was deposited
with courier. For notices to IIE, a copy must be sent to:

Institute of International Education
1400 K St. NW, Suite 750
Washington, DC 20005
16. COMPLIANCE WITH LAW
Subrecipient will, at its own cost and expense, comply with all federal, state,
and local laws, rules and regulations applicable to the Subrecipient’s
performance of its obligations under this Agreement. Subrecipient will, at its
own cost and expense, obtain any permits, licenses or similar authorizations
necessary for the performance of its obligations under this Agreement.
The Subrecipient shall ensure that any activities conducted outside the UnitedStates in support of this Agreement are coordinated, as necessary, with therelevant government authorities of the locality and that any required licenses,
permits, or approvals are obtained prior to undertaking the proposed
activities. IIE does not assume responsibility for Subrecipient’s compliancewith the laws and regulations of the country in which the activities are to be
conducted.
17. STANDARDS OF ETHICS AND BUSINESS CONDUCTSubrecipient will at all times during the performance of the Work conform tosound ethical business practices in conformance with all applicable laws, rules
or regulations, and shall, in its business practices promote the values ofintegrity and social responsibility. Subrecipient agrees that, in relation to thisAgreement and the subject matter hereof, neither (i) Subrecipient or any of its
affiliates or employees, nor (ii) to the best of its knowledge or belief, any of its
consultants, agents, representatives or other persons retained or otherwise
engaged by Subrecipient, has offered or will offer, or has caused or will cause
to be offered, or has given or will give, or has caused or will cause to be given,
anything of value (including but not limited to money or gifts) whether directly
or indirectly to, or for the use of, any individual, government official, politicalparty or political candidate or to any member of their respective families, forinfluencing an act or decision of a person for a corrupt purpose. Subrecipient
represents that it has not violated and will not violate applicable laws andregulations or the principles set forth in the United Stated Foreign Corrupt
Practices Act, or the United Kingdom Bribery Act 2010, or other anticorruption legislation applicable to any Party to the Agreement. Subrecipientagrees that it shall incorporate terms similar to those set out herein into all or
any contracts entered into by Subrecipient in relation to this Agreement andthe subject matter hereof.
18. WAIVER AND SEVERABILITY
Any waiver of any term, provision or condition of this Agreement in any one
or more instances will not be deemed to be or construed as a further orcontinuing waiver of such term, provision or condition or as a waiver of any
other term, provision or condition of this Agreement. If any provision of thisAgreement is determined to be invalid, void or unenforceable in any respect,
the remaining provisions hereof will continue in full force and effect.
19. ENTIRE AGREEMENT
IIE and Subrecipient acknowledge that they have read this Agreement,
understand it, and agree to be bound by its terms. This Agreement, together
with all of the attachments hereto, is the entire agreement, contains all theterms agreed upon by the Parties with respect to the subject matter hereof,
and all understandings and agreements heretofore had or made among theParties, and supersedes all prior agreements, written or oral, relating to thesubject matter of this Agreement. This Agreement will be binding on theParties and their respective successors and permitted assigns. This Agreement
is not for the benefit of any third party. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original, and allof which together shall constitute one and the same instrument. Faxed and
PDF counterpart signatures are sufficient to make this Agreement effective.
The captions of the Sections are included in this Agreement only for theconvenience of the Parties, and will not be held to be part of this Agreement
or be considered in the interpretation of this Agreement or any of its
provisions.

Director of Grants and Contracts.