| English term or phrase: Cost Reimbursement Contract | Cost Reimbursement Contract
entered into between
- hereinafter individually Party and jointly Parties -
WHEREAS, x and y….. have agreed that it is in their mutual best interests to minimize duplicative expenses and thus for specific projects will share amongst other resources employees whose skills and knowledge will assist the Parties in joint projects.
NOW, THEREFORE, in consideration of these mutual promises and mutual benefits, the Parties agree to share a variety of personnel, facilities, goods and services (jointly “Resources”) in accordance with the terms set forth below.
1. Sharing of Personnel and Facilities
1.1 Each Party upon request by any other Party hereto shall make available to the other Parties the services of its employees, to the extent they are not otherwise occupied in providing services for such Party, to perform a variety of administrative, program, financial, fundraising, and other similar functions for such Party on an as needed basis.
1.2 Employees of either Party hereto who are made available to any other Party hereto and employees and contractors hired directly by such Party, if any, may use office space, office supplies, office equipment and furniture, and similar items of any other Party hereto.
2. Reimbursement
2.1 Each Party shall pay to any Party providing Resources for all expenses incurred by such Party on the receiving Party´s behalf. Such expenses shall include, but are not limited to, salaries and fringe benefits of personnel who perform services for or the receiving Party, fees to independent contractors, the costs of travel conducted by employees and contractors, postage, long-distance telephone charges, transport cost, printing, and other actual expenses.
2.2 Any payment for services or the provision of Resouces by any Party hereunder shall be based on the proportion of the salaries and fringe benefits of such Party´s personnel expended on the receiving Party´s functions, as determined in accordance with time-sheets or other reasonable documentation prepared by the providing Party's employees pursuant to instructions of management and agreed to by the receiving Party. Further details are set out in Annex 1 hereto.
2.3 Furthermore, the receiving Party shall pay tot he providing Party an additional amount to cover overhead costs as set out in Annex 1 and shall be calculated based on each Party´s total overhead costs. The overhead items to be reimbursed shall include, but are not limited to:
2.3.1 costs of staff devoted to administrative matters, including, but not limited to, clerical, reception, and accounting activities, to the extent such costs are not accounted for under section 2.1;
2.3.2 storage;
2.3.3 equipment, including computers and software rental and maintenance;
2.3.4 depreciation of equipment and furniture;
2.3.5 premiums for liability and other insurance;
2.3.6 general office supplies;
2.3.7 general telephone service, exclusive of long distance charges;
2.3.8 professional staff, board, and committee travel not accounted for under section 2.1;
2.3.9 local taxes;
2.3.10 internet access costs;
2.3.11 legal expenses.
2.4 In case of joint projects, any payment for Resources provided by any Party to other Parties shall be based on the proportion of the revenue corresponding to each Party.
2.5 Each Party shall make payment of the amounts due under this Agreement on a monthly basis, on the basis of detailed invoices submitted by each Party to the other Parties. Amounts in arrears for more than thirty (30) days shall earn interest at the rate of 5% per month.
2.6 In the event that the local Tax Authorities shall determine that the amounts paid by any Party for the provision of Resources pursuant to this Agreement constitute less than fair market value, than such Party shall pay to the other Party/Parties the difference between the amounts paid under the Agreement and the fair market value of such Resources as determined by the local Tax Authorieties. In addition, in the event that the local Tax Authorities shall determine that all or any part of the amounts paid by a receiving Party to any providing Party for the provision of Resources pursuant to this Agreement shall constitute unrelated business taxable income, such Party shall pay the amount of taxes, penalties and interest, if any, determined by the local Tax Authorities in respect of such income.
3. Termination
3.1 This Agreement may be terminated by either party at any time, upon provision of thirty (30) days' notice in writing to the other party.
3.2 Each Party´s right to extraordinary termination remains unaffected.
4. Information and Data
4.1 Any information and data provided by any Party hereto to any other Party shall remain at all times the property of the providing Party.
4.2 The receiving Party shall take all reasonable precautions to preserve the integrity and prevent any corruption or loss, damage or destruction of such data and information.
4.3 In the event of termination of this Agreement any Party shall when directed to do so by any other Party hereto, and instruct all its agents and subcontractors to, erase all information and data and all copies of any part of the information and data provided by such Party from its systems and storage.
4.4 The Parties agree to comply and have adequate measures in place to ensure that their respective employees comply at all times with the provisions and obligations contained in the German Data Protection Act (as amended from time to time):
4.5 All personal data provided by any Party to any other Party under this Agreement shall only be used for the purposes of this Agreement and shall not be further processed or disclosed without the consent of the providing Party
4.6 Each Party shall take all reasonable steps to ensure that all its agents, partners and subcontractors comply with the all the provisions set out above whenever they are processing information or data as part of this Agreement.
5. Miscellaneous
5.1 This Agreement sets forth the entire agreement between the parties, and replaces and supercedes all other contracts, agreements and understandings, written or oral, relating to the subject matter hereof. The Agreement may not be changed or modified except by written instrument executed by the Parties.
5.2 The Agreement shall be construed and interpreted in accordance with the laws of the Federal Republic of Germany.
5.3 This Agreement is not assignable by either party.
5.4 Effective Date. The provisions of this Agreement shall apply to all applicable expenses incurred since ____, 2015.
IN WITNESS WHEREOF, the Parties hereto have signed their names on the day and year before mentioned. |
| breadflyKudoZ activityQuestions: 669 ( 6 open) ( 2 closed without grading) Answers: 38
| | Local time: 08:48
|
|
peer agreement (net): +1
