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Annex E – Minimum requirements

As per section 4.4.1, only those Suppliers capable of answering “yes” to all of the below questions are eligible to participate. Suppliers that answer “no” to any question or that provide an incomplete will not be eligible for participation in this RFP.

Minimum Requirements / Yes/ No
Minimum Contractual Terms
The special status of the EBRD as an international organisation requires it to seek specific provisions relating to such status in all contracts with external suppliers and service providers. EBRD is unable to agree to terms that expressly contradict its special status and internal policies.
Suppliers are required to confirm that they would be prepared to vary the terms of any license agreements, terms of use etc. that the Bank may be required to accept through the use of their products in the following respects:
The Supplier will agree to vary its license or any service agreement terms to include the Bank’s standard dispute resolution clause as provided in Appendix A below. / Yes/No
With specific reference to any audit rights, the Supplier will agree to vary its license or any service agreement terms to reflect the inviolability of the Bank’s headquarters and archives as provided under UK statute and international law and enable the Bank to give its written consent before agreeing to any audit. / Yes/No
If cloud computing is involved:
The Supplier will agree to inclusion of certain changes to its licence or service agreement terms to reflect the archival inviolability and confidentiality of any EBRD data that may uploaded into any cloud environment maintained by the Supplier as part of the service being procured. Such changes include:
(i)Agreeing that EBRD owns all rights, title and intellectual property over the data being uploaded into the cloud, acknowledging that the archival inviolability of such data has not been waived;
(ii)Recognising EBRD’s special status as an international organisation;
(iii)Agreeing to inform EBRD of any governmental request to receive EBRD data held in the Supplier’s cloud, subject to law;
(iv)Agreeing to allow EBRD to audit the Supplier periodically to ensure the security integrity of the cloud environment where EBRD data is held; and
(v)Agreeing that the Supplier’s server holding EBRD data can only be located in a member country of the EBRD, i.e., a member country which has agreed to the EBRD’s privileges and immunities in the Agreement Establishing the EBRD. Member countries are listed at / Yes/No

Appendix A – Dispute Resolution Clause

X.1This [Contract] shall be construed in accordance with [English] law. Any non-contractual obligations arising out of or in connection with this [Contract] shall be governed by and construed in accordance with [English] law.

X.2Any dispute controversy or claim arising out of, or relating to this [Contract] or the breach, termination or invalidity hereof or any non-contractual obligations arising out of or in connection with this [Contract] which cannot be amicably settled, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as in force and effect on the date of this [Contract]. There shall be one (1) arbitrator, and the appointing authority for the purposes of the UNCITRAL Rules shall be the LCIA (London Court of International Arbitration). The seat and place of arbitration shall be London, England and the English language shall be used throughout the arbitral proceedings. The [Parties] hereby waive any rights under the Arbitration Act 1996 or otherwise to appeal any arbitration award to, or to seek determination of a preliminary point of law by, the courts of England or elsewhere. The arbitrator shall not be authorised to grant, and the [Contractor] agrees that it shall not seek from any judicial authority, any interim measures or pre-award relief against the [Bank], any provisions of the UNCITRAL Arbitration Rules notwithstanding.

X.3Nothing in this [Contract] shall be construed as a waiver, renunciation or modification by the [Bank] of any immunities, privileges and exemptions of the [Bank] accorded under the Agreement Establishing the European Bank for Reconstruction for Development, international convention or any applicable law. Notwithstanding the foregoing, the [Bank] has made an express submission to arbitration under [Section X.2] of this [Contract] and accordingly, and without prejudice to its other privileges and immunities (including, without limitation, the inviolability of its archives), it acknowledges that it does not have immunity from suit and legal process under Article 5(2) of Statutory Instrument 1991, No. 757 (The European Bank for Reconstruction and Development (Immunities and Privileges) Order 1991), or any similar provision under English law, in respect of the enforcement of an arbitration award duly made against it as a result of its express submission to arbitration pursuant to [Section X.2] of this [Contract].

X.4Unless the [Bank] directs otherwise, the [Contractor] shall continue performing its respective obligations under this [Contract] while the dispute is being resolved unless and until such obligations are terminated or expire in accordance with the provisions of this [Contract].

Date issued 16.01.2017

OFFICIAL USE