Memorandum of Understanding

between

Entity

and

The Pan American Health Organization

Regional Office for the Americas of the World Health Organization,

through

The Pan American Center for Foot and Mouth Disease (PANAFTOSA)

With the aim of strengthening the Technical Cooperation of PANAFTOSA for the Consolidation of the Inter American Network of Food Analysis Laboratories.

This Memorandum of Understanding is made betweenthe Entity Name (ENTITY acronym) from Entity Country(hereinafter referred to as the “Contributor”) and the Pan American Health Organization, Regional Office for the Americas of the World Health Organization (“PAHO” or “PAHO/WHO”), through its Pan American Center for Foot and Mouth Disease (“PANAFTOSA”), hereinafter PAHO/PANAFTOSA, the parties are hereinafter jointly referred to as “the Parties”), subject to the following terms and conditions:

WHEREAS

PAHO is a public international organization specializing in the field of health, with recognized competence and experience in providing technical cooperation to its Member States, and which also serves as the Regional Office for the Americas of the World Health Organization;

By agreement of the 24 countries that participated in the meeting hosted by PAHOin its Headquarters in Washington D.C. on 8-12 December 1997, the Inter American Network of Food Analysis Laboratories (INFAL) was created with the mission to promote the assurance of food safety and quality in the region of the Americas in order to prevent food-borne diseases, protect the health of consumers and facilitate trade, encouraging and strengthening the development and interaction of analytical laboratories within the framework of national integrated programs for food protection;

The general objectives of the INFAL are: a) achieving methodological equivalence of food analysis laboratories, b) promoting the implementation of equivalent quality management systems in INFAL laboratories, and c) strengthening the technical-scientific cooperation among the countries involved;

INFAL approves a Biennial Plan of Action, which is consistent with PAHO’s Strategic Plans, and that establishes activities to achieve the goals of INFAL;

Article 4 of INFAL’s Bylaws establishes that its specific objectives are: a) Develop an information system among INFAL laboratories; b) Facilitate the availability of reference materials and the participation in inter-laboratory tests; c) Organize and promote training programs and continuous education, fostering the exchange of experiences and available resources in the region; d) Promote and strengthen the inter-sectoral participation for the formation and operation of national networks of food laboratories, and e) Promote and strengthen the integration of INFAL laboratories to the programs for food protection and epidemiological surveillance;

In spite of the significant improvement in all its objectives, the shortage of financial resources result in unfinished tasks, and the need remains to strengthen national programs, technical cooperation actions and assistance to priority countries, in an improved effort to fully achieve INFAL objectives;

Progress should continue until the laboratories of all INFAL Member States achieve recognized standards of quality management and maintain such achievements;

Political and financial strengthening of priority strategies and actions advocated by INFAL should be sustained, including an established regional coordination;

As requested through Goal 2 of the Plan of Action 2011-2012, i.e., “Consult all INFAL members on funding alternatives submitted to the 5th General Assembly of the INFAL,” PAHO/PANAFTOSA has conducted necessary consultation;

INFAL Members agreed that the establishment of a trust fund (the “Fund”) into which financial contributions could be deposited to support the INFAL biennial Plan of Action would be beneficial;

The Director of PAHO has agreed to establish the Trust, per the authority delegated in the Financial Regulations and Rules of PAHO

Monies contributed to the Fund will be pooled and used by PAHO in accordance with the terms and conditions of this MOU to help implement the biennial Plan of Action;

NOW THEREFORE the Parties agree on the following terms and conditions:

Article One – Purpose of the Memorandum of Understanding

The purpose of this MOU is to establish the terms and conditions through which an entity can make a financial contribution to the Fund.

Article Two – Financial Contribution

  1. Financial contributions to the Fund shall be formalized by subscribing Addendums to this MOUbetween the Contributorand PAHO. Each Addendum will constitute an integral part of this MOU and will specify the amount of the financial contribution and the biennial Plan of Action to which it is destined.
  2. All contributions will be pooled in the Fund and dispersed as needed by PAHO/PANAFTOSA, at its sole discretion, for implementation of activities in support of the biennial Plan of Action.

Article Three – Obligations of PAHO/PANAFTOSA

In accordance with its rules, regulations, policies, procedures and subject to availability of resources, PAHO/PANAFTOSA will:

1.Establish a separate line item and administer the Fund;

2.Determine, at its sole discretion, the most appropriate use of the funds in the pooled Fund, to further the objectives of the biennial Plan of Action;

3.Make available the following Reports of the Plan of Action to the Contributor:

a.Annual Progress Report using its standard reporting format;

b.Annual Financial Report, which will include all contributions received for the execution of the biennial Plan of Action within 90 days as of the end of the activities of the calendar year. The financial reports will be processed in the PAHO/PANAFTOSA standard format.

Article Four – Duties of the Contributor

Contributor should:

  1. Provide financial resources to be credited to the Fund for the financing of activities called for under the respective biennial Plan of Action in accordance with this MOU and the Addendums to be signed by the PartiesSupport the Plan of Action.
  1. Credit to PAHO 13% of the total financial resources contributed towards PAHO’s program support cost.
  1. Contributor understands that all funds contributed into the Fund are pooled and that it has no right or opportunity to earmark its contribution or otherwise determine how any of the pooled funds will be used.

Article Five – Audit

Any financial contribution received and administered by PAHO/PANAFTOSA under this MOU shall be subject to the usual audit procedures of PAHO, and shall be conducted by the person or persons designated for this purpose by PAHO Governing Bodies, pursuant to the rules, regulations, and policies of the Organization. Copies of the audit report are available on the PAHO website:

Article Six – Privileges and Immunities

Nothing in or related to this Memorandum shall be deemed to constitute any waiver, express or implied, of the immunities, privileges, exemptions, or facilities enjoyed by PAHO/PANAFTOSA whether pursuant to treaty, convention, law, order or decree of an international or national character or otherwise, or in accordance with international customary law.

ArticleSeven – Conflict Resolution

Any conflict or controversy arising between the Parties related to the interpretation or execution of this Memorandum shall be resolved by direct dialogue. In this case, the involved Parties shall have a period of time of sixty (60) business days, as of the date in which any of the parties has made the request to that end. Should controversy fail to resolve within this period of time, the parties shall resort to arbitration compliant to the current Arbitration Rules of the United Nations Commission on International Trade Law (UNCITRAL). The arbitration board shall not be authorized to impose punitive damages. Any arbitration award rendered in virtue of the referred arbitration shall be considered final adjudication of the conflict or controversy and shall be binding for the Parties.

Article Eight – General Provisions

  1. Any balance in the Fund that has not been spent or obligated at the end of the relevant biennial Plan of Action will be transferred to the next biennial Plan of Action.
  1. The parties will seek prior written approval of the other before using the name, emblem, logo, official seal or other identifying mark of the other.
  1. PAHO/PANAFTOSA reserves the right to refuse or refund any and all contributions if it determines, at its sole discretion, that there is a real or apparent conflict of interest with the Contributorthat cannot be appropriately mitigated, or for any other concern that PAHO believes could affect its name and/or reputation

Entry into Force, Modifications and Extension

  1. This MOU shall enter into force on the date of last signature below and shall remain in effect for five (5) years, unless terminated earlier.
  1. This MOU may be amended or extended by written agreement of the Parties. In addition, Contributor may withdraw from participation in the Fund by giving 30 days advance notice in writing. Upon withdrawal, PAHO/PANAFTOSA will cease recognizing Contributor’s financial contribution.
  1. In the event that PAHO/PANAFTOSA terminates the Fund and there are monies remaining after all obligations have been met, PAHO/PANAFTOSA will distribute the money in a proportional manner to those who contributed during the biennial Plan of Action in place at the time of termination.

IN WITNESS WHEREOF, the duly authorized representatives sign this MOU in two copies of equal content and validity, on the dates and in the places indicated below.

Signed on DD / MM / YYYY

ByName or acronym of Entity
Name of the Representative
Position / By PAHO/PANAFTOSA
Dr. Carissa F. Etienne
Director

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