ユニセフ「承認協定」及び「協力協定」の電子テキスト

ユニセフ「承認協定」及び「協力協定」は、国連機関であるユニセフ本部と、世界36ヶ所に存在する各国の民間団体である国内委員会との間で、相互に交わされた協定書です。

ウェブ上に電子テキスト化されたものが見あたらなかったので、閲覧と検索の便宜のため、テキストに起こしてみました。ただし、「附則資料」のテキスト化は省略しています。底本は（国内委員会の一つ）日本ユニセフ協会が交わした協定書のスキャン画像を収めた PDF ファイルです。これを Google Drive の OCR 機能を用いてテキストに変換し、手作業にて修正を加えています。テキストの内容は、底本 PDF と食い違う場合があります。

なお、このページは、ユニセフ本部、または日本ユニセフ協会の要請により、予告なく削除される可能性があります。（丸１日がかりで入力してるので、削除要請されたらたぶん泣きます。）

unicef

Recognition Declaration

UNICEF, the United Nations Children's Fund

hereby recognizes
the
公益財団法人日本ユニセフ協会
(Japan Committee for UNICEF)

as its official and exclusive partner to represent and promote the interests of UNICEF with civil society, the general public and the private sector in Japan. No other person or organization or entity is authorized to act on behalf of UNICEF or use the UNICEF brand in Japan without an express agreement in writing from UNICEF.

This Recognition Declaration enters into force on the date of the signature of the Cooperation Agreement between UNICEF and the National Committee and is contingent upon the provisions and continued operation of that agreement.

UNICEF
United Nations Children’s Fund
New York, N.Y.
27 September 2011

Anthony Lake
Executive Director, UNICEF

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unicef

UNITED NATIONS CHILDREN’S FUND
and
公益財団法人日本ユニセフ協会
(Japan Committee for UNICEF)

Cooperation Agreement

An agreement fostering and strengthening the relationship between the National Committee and UNICEF and providing the framework for alignment of operations to bring the best passive benefits for children.

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Introduction

This Cooperation Agreement exists to recognize, support, strengthen and define the partnership between UNICEF and each and every one of its National Committees. This partnership is built on out shared commitment to the unique mandate accorded to UNICEF by the United Nations to uphold all rights of all children everywhere in accordance with the principles, values and commitments of the United Nations Convention on the Rights of the Child.

The Cooperation Agreement recognizes and values the real and potential contribution of National Committees, working within a powerful partnership that is unique within the UN family, to enhance and empower UNICEF’s mission to build a world fit for children.

Working together, we can build the global public and political support that can bring this world closer; we can strengthen UNICEF and its work, and the rights of all children; make UNICEF known and respected in every community; and we can mobilize and leverage the resources needed to ensure that children survive and thrive, are lifted out of poverty, are healthy, educated, protected and treated fairly, and have a voice in the decisions that affect them.

Our greatest asset in this unique mission is the name and brand of UNICEF and the credibility, respect and understanding this brand brings to our work for children. Through this Agreement, we commit to our duty for the responsible stewardship of the UNICEF Brand. Through our work together, we will ensure that the power of UNICEF’s name is applied in the best interests of children in ways that protect and enhance the reputation, regard, influence and authority of our brand. National Committees appreciate and value the trust that is placed in them, as independent entities, to employ as well as safegurad the name and logo of UNICEF in their daily work for children and they pledge their full commitment to advance the mission and mandate of UNICEF with responsibility, courage, creativity and cooperation in each of the societies, in which National Committees operate.

This Agreement establishes the framework and parameters for cooperation between UNICEF and its National Committees. Its goal is to maximize the potential of our partnership for children. To do so, it seeks to empower, facilitate and enable the work of National Committees to be the very best they can be, to embody the spirit of UNICEF, to exemplify the best and highest achievable standards in the governance and conduct of their affairs, and to achieve exceptional and continuously improving results for children through fundraising, advocacy, communications and other activities as defined by the Agreement.

Through this Agreement, and with the support of UNICEF, the National Committees will work to create awareness and understanding amongst the peoples of National Committee countries for the rights and well-being of all children, and to embody, foster and channel the engagement and commitment to UNICEF and its mission and mandate within their societies in ways appropriate to the particular legal, political, cultural and commercial characteristics of these societies.

We are driven by our shared passion to ensure that no child is denied his or her rights and that all children are able to fulfil their potential and contribute to the greatest extent to a better, safer, more just and sustainable world in the present, and for the future which they will inherit. We believe that this world can and must be achieved. Every part of our Agreement and every effort we make together shall be directed to this end. We agree to strive together in mutual trust, respect and collaboration towards this goal.

Preamble

Whereas UNICEF is an international organization with a strong globally recognized brand mandated by the United Nations General Assembly to advocate for the promotion and protection of children's rights, to help meet their basic needs and to expand their opportunities to reach their full potential everywhere and is the leading advocate for children’s rights, active worldwide including through National Committees,

Whereas the National Committee is a non-governmental organization created in its territory for the purposes of advancing children’s rights and well-being globally through resource mobilization, advocacy and other activities in its territory advancing UNICEF’s unique mission in accordance with this Agreement,

Whereas UNICEF and the National Committee are partners in the UNICEF family uniting for universal rights and results for children everywhere,

The Parties,

Affirm their commitment to advancing children’s rights and strive to help achieve the objectives set out in the United Nations Convention on the Rights of the Child, the United Nations Convention on the Elimination of All Forms of Discrimination against Women, the United Nations Millennium Development Goals, UNICEF’S Mission Statement and Strategic Plan (the "UNICEF Objectives").

Agree that the objective of this Agreement is to provide the fundamental governing framework for the relationship between UNICEF and the National Committee and further agree that the underpinning foundations of this Agreement are based on mutual respect, trust and cooperation.

Recognize that National Committees use the UNICEF Brand in their territories with the approval of UNICEF.

Note that both Parties are committed to ensuring transparency in their operations and the fullest possible information sharing, cooperation and support for each other towards the achievement of their common goals.

Recognize that the Parties are independent entities with distinct but complementary roles.

Also recognize the value and contributions that can be made by the National Committee to the UNICEF Objectives taking into consideration its strengths, or potential strengths, with respect to local knowledge, credibility and acceptance in the community to promote the rights of children.

Further recognize that UNICEF works in a range of diverse environments with differing and changing challenges to the promotion and protection of child rights.

Further recognize that the National Committee operates in a competitive ever-changing territory-specific environment where sound business management by the National Committee is imperative for the success of UNICEF’s work in industrialized countries and globally.

Adhere to the highest possible standards of integrity and professionalism in the conduct of their relationship and their operations in order to ensure the success of this Agreement.

Note that UNICEF is committed to provide full support to the National Committee in the achievement of their goals and aspirations in accordance with this Agreement.

Acknowledge that this Agreement builds on the success of UNICEF’s unique National Committees’ structure, with a long tradition of strength and solidarity between the National Committees, and enables and facilitates the National Committees’ role as fundraisers for UNICEF’s programmes and advocates for the rights of children.

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1. Terms and definitions

   Capitalized Terms and Definitions used in this Agreement shall have the meaning set forth in Annex A hereto, which shall be considered as part hereof.

2. Roles of the National Committee

   1. To further the shared goals of the Parties, the primary role of the National Committee in accordance with this Agreement is to contribute to the advancement of children’s rights globally. The National Committee will pursue this goal through the following means:

      1. primarily, by raising funds in the territory from the general public, the private sector and other sources, as provided for in Section 11 below.
      2. secondly, by advocating for children and promoting children’s rights internationally and domestically through activities in the territory as provided for in Section 12 below; as well as
      3. by supporting UNICEF’s relations with governments including facilitating and encouraging government contributions to UNICEF; and
      4. by being a valuable knowledge source for UNICEF with respect to the territory.

   2. The Parties recognize that the above roles are interrelated and mutually supportive and that the National Committee will undertake these roles only for the advancement of children’s rights consistent with the objectives of the National Committee and National Law.

3. Rules of UNICEF

   1. To further the shared goals of the Parties, the roles of UNICEF in accordance with this Agreement are:

      1. To provide overall global leadership, strategies and standards as part of an overall framework for action by the National Committee community and UNICEF;
      2. To develop quality programmes for children from the funds raised and given to UNICEF pursuant to this Agreement;
      3. To grant the National Committee the right to use the UNICEF Brand in the territory;
      4. To provide guidance, support and coordination for fulfilment of the National Committee roles in the context of overall UNICEF Policy;
      5. To support the National Committee to ensure that fundraising and child rights advocacy in furtherance of UNICEF Policy are being undertaken in the territory;
      6. To report on programmes and their results for children to the National Committee in line with best practice and Annex B; and
      7. To ensure well-defined processes, and ongoing active adherence to those processes to monitor the implementation of this Agreement and to ensure ongoing evaluation of the relationship to assist both Parties in delivering on their objectives and ensuring results for children.

4. UNICEF Policy

   1. The National Committee is established to promote the rights and well-being of children and, in pursuing this objective through the use of UNICEF’s name and brand, is committed to supporting and upholding UNICEF Policy.
   2. UNICEF will provide information and support to the National Committee to improve awareness of UNICEF Policy and assist with interpretation and implementation.
   3. Where UNICEF Policy is lacking or unclear, the National Committee will request, and UNICEF will provide, guidance, within an agreed time frame.

5. UNICEF Brand and intellectual property

   1. UNICEF grants the National Committee the right to use the UNICEF name, logo, brand and any other associated intellectual property (collectively the "UNICEF Brand"). In this context, UNICEF will ensure that the National Committee is informed of UNICEF Policy. UNICEF will consult with the Standing Group with respect to the development of, and amendments to, National Committee-relevant UNICEF Brand use guidelines that will be followed by the National Committee.
   2. The National Committee agrees that it will not amend or change the UNICEF Signature (name or logo) when using the UNICEF Signature.
   3. The National Committee agrees to refrain from being a party, directly or indirectly, to any agreement, or otherwise allow the use of the UNICEF Brand in a way that might prejudice the UNICEF Brand and/0r the reputation and credibility of UNICEF.
   4. The National Committee will not grant a third party rights with respect to UNICEF’s Brand unless authorized to do so in accordance with UNICEF Brand use guidelines. If the guidelines do not authorize such a grant, prior agreement in writing from UNICEF must be obtained.
   5. The National Committee has an obligation to monitor third party use or misuse of the UNICEF Brand in the territory and report immediately to UNICEF any misuse with potential to damage the UNICEF Brand. The National Committee will use every endeavour to take swift remedial action, and will consult and agree on action with UNICEF if significant action, such as legal proceedings, is required.

6. National Committee name, structure, recognition and external relationships

   1. The National Committee is an independent legal entity, associated with UNICEF but neither owned nor controlled by UNICEF, but where the relationship is managed by both Parties in accordance with this agreement (including through the provisions relating to the agreement on a Joint Strategic Plan).
   2. The National Committee will use as its formal legal name, 公益財団法人日本ユニセフ協会 (Japan Committee for UNICEF), in all legal documents and commitments.
   3. However, in its daily operations it is recognized that the National Committee may need a shorter name, in which case it may use the name UNICEF Japan or alternatively will use a name as agreed with UNICEF in writing in order to clearly differentiate its communications and activities from those of UNICEF. When using the UNICEF Signature the National Committee shall ensure that it includes a distinctive reference to the National Committee’s separate status. The National Committee will not seek to portray itself as "UNICEF", the United Nations entity, in any aspect of its activities.
   4. UNICEF will provide support and assistance to the National Committee as appropriate to help it ensure that it adopts and maintains the most advantageous legal structure, particularly with respect to maximizing fiscal advantages.
   5. The National Committee will consult with UNICEF during the development and review of new or existing Statutes and legal structures prior to implementing changes (other than technical changes) and make all reasonable effort to achieve agreement, ensuring that Statutes are always consistent with the Principles of Good Governance (Annex C). Any change of legal name for the National Committee must be agreed with UNICEF if the word "UNICEF" appears in the name. Copies of the final official approved Statutes for the National Committee and any Related Entities must be submitted to UNICEF within one month of official registration of the Statutes or their amendment, together with a professional English translation.
   6. UNICEF recognizes the National Committee as its exclusive partner to promote the mandate of UNICEF in the territory in accordance with this Agreement. UNICEF will sign a unilateral Recognition Declaration at the time of execution of this Agreement that the National Committee may use to assert its rights and authority as necessary with third parties. This does not prevent UNICEF granting rights to the UNICEF Brand to third parties operating in the territory if in accordance with other parts of this Agreement or with the agreement of the National Committee.
   7. The National Committee shall make all reasonable efforts to ensure that its general members (if relevant), governing body members, employed staff and volunteers are not involved with activities that are likely to bring UNICEF into disrepute.
   8. The Parties shall make all reasonable efforts to ensure that they do not do business with, or otherwise partner with, organizations whose activities are likely to bring UNICEF or a National Committee into disrepute. In this context, the National Committee and UNICEF will also seek to ensure that suppliers and business partners adhere to appropriate ethical standards.

7. National Committee Related Entities (foundations and other entities)

   1. The National Committee must obtain the agreement of UNICEF before establishing, owning a majority share in, controlling or diverting funds to a new separately owned or controlled legal entity (a. "Related Entity"), including, but not limited to, a foundation or endowment fund or a trading company, and consult with UNICEF regarding the optimum structure. Reasons for establishing a Related Entity are fiscal or financial benefits, donor requirements or a UNICEF-agreed reason. The strategy for management and monitoring of a new or existing Related Entity will be included in the Joint Strategic Plan (JSP). UNICEF will not unreasonably withhold or delay agreement and will provide or refuse consent to a request for a Related Entity within three months of a written request from the National Committee or such shorter period as the circumstances reasonably require.
   2. The National Committee will ensure that a Related Entity complies with this Agreement and the JSP, in particular (but not limited to) ensuring that the Related Entity complies with all financial and other UNICEF reporting requirements.
   3. The National Committee will give UNICEF a copy of the Statutes for any existing Related Entities, and amend a current JSP if necessary to incorporate the Related Entity, within four months of signing this Agreement.

8. UNICEF and National Committee relations and general reporting obligations

   The Parties recognize the importance of clear information channels and reporting. UNICEF and the National Committee will work together in a spirit of mutual respect, partnership and transparency, sharing information and ideas, consulting and assisting each other, for the effective achievement of their shared Objectives. Annex B includes reporting requirements and information exchange principles.

9. Governance

   1. The Parties agree to the Principles of Good Governance attached as Annex C. The National Committee will review its alignment with these principles and ensure compliance or explain variations or exceptions. The National Committee will notify UNICEF and provide explanation of all variations and exceptions and UNICEF will provide support to comply whenever possible.
   2. In particular, the National Committee will ensure adherence to appropriate standards for the conduct of the of not-for-profit organizations and strive to attain the highest possible standards of best practice applicable in the territory.
   3. The National Committee agrees to consult UNICEF on the process for the selection of the Executive Director of the National Committee. This process will include the opportunity for UNICEF to be invited to participate in the selection process and thereby to provide opinion on short-listed candidates. The final decision on the appointment of the Executive Director remains the responsibility of the National Committee.
   4. UNICEF agrees to consult with the Standing Group on the process for the selection of the Director of Private Fundraising and Partnerships (PFP). This process will include the opportunity for a representative of the Standing Group to provide opinion on short-listed candidates. The final decision on appointment of the Director of PFP remains the responsibility of UNICEF.
   5. The Parties agree to each undertake regular risk management exercises and establish crisis prevention and crisis management processes; in the ease of the National Committee, this will be done in accordance with the Governance Principles. UNICEF will provide support to the National Committee as appropriate.

10. Joint Strategic Plan

    1. An agreed Joint Strategic Plan (JSP) is essential and shall be mandatory, to ensure that the operations and activities of the National Committee are planned in an appropriately collaborative way with UNICEF and that the elements of support from UNICEF are agreed, which will, in turn, provide the framework for delivering the best results for children. The objective of the JSP process will be to ensure that the work of the Parties is directed toward the achievement of the Parties’ objectives and is cost-effective. The procedure for the development and monitoring of a JSP is detailed in Annex E.
    2. The Parties will adept a JSP, or reaffirm an existing JSP, every three years unless another period is mutually agreed. An existing JSP will remain in force until a new JSP is agreed and enters into operation.
    3. A JSP that is already agreed between the Parties before this Agreement shall remain in force for its previously agreed duration. If there is no valid JSP at the time of entering into this Agreement, the Parties shall make best efforts to agree on anew JSP within six months, and the Parties will adopt a JSP within 12 months.
    4. Performance of both Parties as measured against the JSP will be reviewed annually in accordance with the procedures set out in Annex E. If, in the context of periodic reviews, targets or commitments are not being met, or appear unlikely to be met, the Parties will work together to develop roadmaps to ensure necessary adjustments for optimal performance.

11. Fundraising

    1. Fundraising includes all income, other than from National Governments, (unless as indicated in Section 11, paragraph (h) below), generated in the territory and/or by the National Committee on behalf of or for UNICEF for the ultimate benefit of children, for example, direct solicitations, promotional events, sponsorships, working with corporate partners and foundations, funding from local or regional government, and the sale of UNICEF Cards and Products.
    2. The National Committee will ensure that fundraising campaigns and material meet relevant ethical standards and are in accordance with Section 5 above.

    Donations from civil society and the private sector

    3. UNICEF will communicate to the National Committee its overall funding needs based on UNICEF’s strategic plans. Specific targets, and mechanisms for achieving these, will be agreed in the JSP.
    4. The National Committee will develop strategies as part of the JSP, with support from UNICEF, to strive to maximize funds for children and in that context will seek to raise funds in the order of preference for Regular Resources, Thematic Other Resources and Non-Thematic Other Resources. In particular, the National Committee will strive to ensure that unnecessary restrictions on funds raised are avoided. UNICEF will only accept resources in line with agreed programmatic priorities and activities.
    5. Conversions of Regular Resources to Other Resources projects should only be made in accordance with National Committee Board approved policy. The National Committee will ensure that a Board policy is implemented and maintained; the policy will include provisions for consulting UNICEF when conversions to Other Resources of greater than US$50,000 are planned.
    6. UNICEF shall develop an overall priority mechanism for Other Resources funding that includes a database accessible to the National Committee. The National Committee will, when donations are solicited or received, have regard to UNICEF’s programme funding priorities as defined through this mechanism. When a proposed donation does not fall within the priority mechanism parameters the National Committee will make best efforts to determine if there can be alignment of donor wishes and UNICEF priorities. Funding that does not suit programme needs will not be accepted by UNICEF.

    Funds from a government or an intergovernmental source

    7. Sometimes National Law procedures enable the National Committee to access national or supra-national government funding for international development and emergencies that is not otherwise available to UNICEF (often called the "NGO window"), The National Committee is encouraged to seek any such funds in support of WICEF programmes.
    8. National, regional and local government grants may also be received by the National Committee to fund National Committee activities. The National Committee will report to UNICEF on such funds.
    9. If funding for the direct benefit of UNICEF is received, exceptionally, from a national government or an intergovernmental organization for international programmes other than through the NGO window, the National Committee will transmit the funds in full to UNICEF.
    10. Sub-national government funds may also be available for international purposes and access to such funds will fall within the normal fundraising provisions of this agreement, unless otherwise agreed with UNICEF, with retention of costs as necessary.

    In Kind Assistance

    11. Targets and mechanisms for In Kind Assistance will be set out in the JSP.

    UNICEF Cards and Products

    12. The scope of product sales activity and the specific requirements are agreed as follows:

        1. The National Committee acts as UNICEF’s main sales and distribution agent within the territory for the marketing, distribution and sale of UNICEF-owned Cards and Products. UNICEF has a global leadership role in, and responsibility for, finding new and innovative promotion, sales and distribution channels, such as through authorizing commercial enterprises to produce and sell greeting cards and products carrying the UNICEF Brand. Implementation of such new strategic initiatives will be done in conjunction with, or in partnership with, the National Committee.
        2. Locally developed, sourced and/or licensed cards and products carrying the UNICEF Brand are only permitted provided these meet quality, ethical, social, financial, product category and other appropriate standards specified by UNICEF as appropriate for products associated with the UNICEF Brand.
        3. In order to ensure that existing contracts and agreements regarding cards and products are respected, the National Committee will notify UNICEF of any new locally-sourced or licensed cards or products, or new agreements, which are under consideration or development. UNICEF will inform the Committee of any risk of infringement of, or incompatibility with, such existing contracts or agreements. If such a risk is identified, the National Committee may proceed with the development of the card, product or agreement only as agreed with UNICEF.
        4. UNICEF owns all UNICEF-sourced Cards and Products until sold, and the National Committee acts as the agent of UNICEF, the principal, which enjoys the protection of the privileges and immunities of the United Nations.
        5. When selling UNICEF-sourced products, a UNICEF standard Consignment Agreement will be agreed between UNICEF and the National Committee.
        6. Should either party decide that the National Committee will not be engaged in the sale of UNICEF Cards and Products, the decision must be based on a careful analysis of possible losses and gains. The other party must be informed of the decision at least six months in advance of implementation.
        7. Should UNICEF engage directly or indirectly in sales activities in the territory without the National Committee, as a result of a decision pursuant to paragraph (vi) above, this must be planned in close cooperation with the National Committee in order to make sure that such sales activities do not negatively impact on the National Committee’s other activities and will proceed only if the National Committee is satisfied that such impact can be avoided.
        8. All income from sales, including sales not made by the National Committee in the territory in accordance with paragraphs (vi) and (vii) above, will at all times be registered as income in the territory as part of the annual contribution to UNICEF from the National Committee.
        9. Variations from these provisions are only possible if both Parties agree in writing.

12. Child rights advocacy

    1. Advocacy is recognized as an important and necessary aspect of the work of the National Committee and shall be undertaken in accordance with the principles outlined in Annex D.
    2. Advocacy is a range of activities aimed at influencing (the adoption, retention or implementation of) specific policies, practices, programmes, legislative frameworks, or resource allocations by different stakeholders, in particular governments, to advance the optimal fulfilment of the United Nations Convention on the Rights of the Child, globally and domestically. This entails undertaking foundational child rights engagement (for example, advocating for child rights principles, participation and ratification) and issue-focused advocacy, as well as utilizing globally agreed advocacy initiatives (for example, Education for Development, Baby Friendly Initiatives and Child Friendly Cities), but not the delivery of services.
    3. Advocacy undertaken by the National Committee in its own territory shall relate to the advancement of child rights domestically, regionally and internationally. The balance between these elements will be agreed in the JSP.
    4. UNICEF will provide policy support and technical guidance to National Committees and will provide access to relevant research, evidence and information in support of National Committee advocacy strategies agreed in the JSP.
    5. Within the broad strategic framework agreed in the JSP, the National Committee will establish priorities and plan and implement advocacy initiatives aligned with UNICEF global priorities.
    6. UNICEF recognizes advocacy undertaken by the National Committee within the parameters of this Agreement and the JSP, as a contribution to UNICEF’s overall mandate for children. All expenditure by the National Committee on advocacy should be accounted and proportionate in terms of investments made and results/impact achieved. Planned allocation of National Committee resources to advocacy will be specified in the JSP. The National Committee will seek to utilize, wherever possible, non-competing funding sources for advocacy.

13. Education for Development

    1. Education for Development is recognized as an important aspect of the work of the National Committee and shall be undertaken in accordance with the framework that may be amended as agreed between UNICEF and National Committees from time to time, and in the context of strategies and plans in the JSP.
    2. Education for Development is a range of activities that promote the development in children and young people of attitudes and Values, such as global solidarity, peace, tolerance, social justice and environmental awareness, which equip them with the knowledge and skills to promote these values and bring about change in their own lives and communities and advance child rights in general, both locally and globally. Education for Development entails raising awareness about child rights, creating opportunities and space for children and young people’s civic engagement and participation, and promoting commitment to global responsibility and solidarity. The balance between these approaches will be agreed in the JSP.
    3. UNICEF will provide technical support and policy guidance to the National Committee on the substance and modalities of Education for Development, and will facilitate access to relevant research, tools, evidence and information in support of National Committee Education for Development.
    4. UNICEF recognizes Education for Development undertaken by the National Committee within the parameters of this Agreement and the JSP as outlined for Child Rights advocacy under Section 12, paragraph (f) in this Agreement. The National Committee will seek to utilize, wherever possible, non-competing funding sources for their Education for Development work.

14. Finance provisions

    Contribution and retention

    1. The primary objective of the National Committee fundraising efforts shall be to maximize the net financial contribution to UNICEF’s programmes for children. In this context:

       1. The standard minimum annual contribution rate of National Committees to UNICEF is seventy-five percent (75%) of gross proceeds raised. Within this context, the National Committee may retain up to twenty-five percent (25 %) of gross proceeds to cover its costs. The National Committee will strive to reach this standard minimum contribution rate.
       2. Variances to the contribution and retention rates may be agreed in writing, as part of the JSP discussion, taking account of national market conditions, the level of development of the National Committee and other planning considerations.
       3. The National Committee agrees that it will engage, as part of the JSP, in a process of continuous improvement to maximize income and ensure credible and acceptable margins. The JSP will include a roadmap to achieve the above goals.

       National Committee financial year

       4. The National Committee financial year shall be January to December. If a National Committee, for exceptional reasons, is currently on a different financial year, it shall ensure that all financial reports to UNICEF required in Annex F shall be provided on the calendar year basis.

       National Committee financial statements and financial reporting

       5. The Parties agree to the Financial Reporting Requirements set out in Annex F.
       6. The National Committee will ensure that its accounts are audited by independent certified external auditors. The accounts, together with the external auditor’s certification and report, will be submitted to UNICEF within a maximum of six months of the financial year end. The National Committee will also ask the external auditors to certify the National Committee’s financial compliance with the data presented in the Final Revenue and Expenditure Report (RER).
       7. The National Committee will notify UNICEF immediately upon detection of any material or otherwise significant financial irregularities.
       8. UNICEF will provide training to the National Committee to ensure full understanding of, and compliance with, reporting requirements.

       Remittances to UNICEF

       9. The National Committee Will make remittances to UNICEF in accordance with Annex F.

       Support to the National Committee

       10. UNICEF will assist the National Committee to establish basic internal controls and policies and procedures as necessary.

       Reserves

       11. The National Committee shall adopt a Reserves policy that is in accordance with National Law and the National Committee Statutes and that specifies reasonable Reserve levels, taking into account the requirement of funds to be transferred for the support of UNICEF’S activities and programmes. UNICEF shall be kept informed of the Reserves policy and implementation. The Reserves policy must include the level, management strategy and planned utilization of such funds.

       Management of funds and assets

       12. The National Committee agrees that it will ensure the appropriate management and safekeeping and insurance of its assets and any assets it holds on behalf of UNICEF, including ensuring that it has, and follows, a low investment policy. Low risk investments are investments that are not speculative and include bank accounts, money market funds or certain government bonds or investments that are otherwise in accordance with existing National Charity Standards. Such investments, in general, include only short-term to medium-term investment periods.
       13. UNICEF will provide guidance and support as needed to the National Committee on the best way to manage funds and assets.
       14. UNICEF may at any time make a written request for information from the National Committee regarding the value, management and insurance of Reserves or any other assets and the National Committee shall provide such information in writing within one month of the request.

       UNICEF financial support

       15. Investment funds support from UNICEF will be agreed in the JSP or the annual investment fund procedure.

15. Monitoring

    1. The JSP will serve as the primary mechanism for establishing the procedures for ongoing monitoring and compliance of the relationship and this Agreement.
    2. If UNICEF has reason to believe that there is material non-compliance with this Agreement it may request a financial and/or non-financial audit of the National Committee, or specific activities of the National Committee, at UNICEF‘s expense and with reasonable notice. The National Committee shall make available to UNICEF or a third party retained by UNICEF, all books, records and information in the possession of the National Committee. The National Committee will be given the report of any audits of its Committee or investigations conducted by, or on behalf of, UNICEF and the opportunity to comment.
    3. UNICEF will, as necessary and feasible, facilitate visits and discussions with the National Committee for the purposes of monitoring programmes and projects supported by the National Committee.

16. Transparency and cooperation in maintaining an effective partnership

    1. Each Party will notify the other as soon as it becomes aware of actual or threatened events that could undermine the partnership between the Parties, compromise the reputation of either or both of them, or jeopardize the effective implementation of the JSP (including the National Committee's relationships with its donors). It is understood that the following are examples of the category of events referred to in the previous sentence: (a) media reports that have been made, or are likely to be made, that have the potential to damage the image or reputation of either or both of the Parties; (b) there has been or may have been a failure to follow established procedures of either UNICEF or National Committee procedures and policies that could cause damage to either Party; (c) either Party becomes aware of actual or threatened legal proceedings against it; (d) the governance mechanisms and procedures of the National Committee are not functioning or there are serious differences of views among the leadership of the National Committee that could compromise the efficient operations of the National Committee.
    2. If either Party receives notification from the other in accordance with paragraph (a) above, the Parties will consult without delay, normally immediately, to identify and agree on the appropriate response to the situation and, if necessary, an ongoing plan of action for each Party. It is understood that this could include advising other National Committees and the Standing Group of National Committees, depending on the nature of the situation. The Parties will cooperate with full transparency, subject in the case of UNICEF to compliance with any regulations, rules and procedures and policies that govern its relevant operations.
    3. The Parties will use the greatest discretion in any public statements about the situation, so as to minimize any damage to the UNICEF Brand, and will make all best efforts to resolve the situation as quickly as possible.
    4. Disputes, differences, and conflicts between the Parties arising out of, or related to, this Agreement and their partnership will, in general, be addressed through discussion and negotiation in a spirit of collegiality by the principal interlocutors for the two Parties, being the Executive Director of the National Committee (on the one hand) and the Director of PFP (on the other). If, despite diligent and committed efforts, these two interlocutors are not able to resolve a dispute, difference or conflict, the matter will be referred to the Chair of the Board of the National Committee and the Executive Director of UNICEF, who will agree on a mutually-acceptable process for resolving the matter, and agree on the outcome. It is understood that the Chair of the Board of the National Committee and the Executive Director of UNICEF may Wish to seek the assistance of an outside party in reaching a resolution of the matter but shall be neither expected nor required to do so.

17. Term and termination

    1. This Agreement will be in force from the day on which it has been signed by both Parties until it is terminated in accordance with this Section 17. This Agreement may be terminated by the Parties jointly, in accordance with paragraph (b) below, or by either Party individually, in accordance with paragraph (c) below.
    2. The Parties may terminate this Agreement by mutual consent at any time. They will do so by co-signing a statement of termination of this Agreement, which will take effect eighteen (18) months after the date it has been signed by both Parties, or such shorter period as the Parties may agree. During that period the Parties will cooperate fully with each other to ensure the orderly winding up of their collaboration, transfer to UNICEF of all the net assets of the National Committee, in accordance with Section 18, paragraph (a) below and formal legal winding up of the National Committee.

    3. Each Party has the right to terminate this Agreement if it concludes in good faith that the other Party has breached the Agreement and is unwilling or unable to remedy that breach; if it believes that association with the other Party has undermined or is reasonably likely to undermine the value of the UNICEF Brand; and for any other reasonable cause taking into account the importance of the mission, mandate and reputation of UNICEF.

       1. A Party wishing to exercise its individual right of termination will do so by sending written notice to the other setting out in detail the reasons for so terminating.
       2. There will be a mandatory "cooling off" period of sixty (60) days after receipt of such notice by the Party to which it is sent, during which period the Parties will negotiate in good faith to try to reach a mutually acceptable resolution of the matter, it being understood that this can include their jointly invoking the termination right under paragraph (b) above.
       3. If, at the end of the "cooling off" period the Party giving the notice of termination still wishes to terminate this Agreement, this Agreement will be terminated as of the day ninety (90) days after the end of the "cooling off" period. During such ninety (90) day period the Parties will cooperate fully with each other to ensure the orderly winding up of their collaboration, transfer to UNICEF of all the net assets of the National Committee in accordance with Section 18, paragraph (21) below, and formal legal winding up of the National Committee. During this ninety (90) days period the Parties will use the greatest discretion in any public statements about the situation, so as to minimize any damage to the UNICEF Brand.
    4. Notwithstanding any other provision of this Agreement, the Executive Director of UNICEF may immediately suspend the operation of this Agreement or any part thereof, including the National Committee’s right to use the UNICEF Brand for any or all activities, or suspend some or all of the National Committee‘s rights or obligations set forth in this Agreement, if the Executive Director of UNICEF reasonably considers that it is in the best interests of either or both Parties to do so. The Executive Director of UNICEF will consult with the Standing Group of the National Committee as and where appropriate.

18. Consequences of termination of the Agreement

    1. The National Committee agrees that once notice to terminate has been given by either party it will immediately take steps to remit all available National Committee assets to UNICEF or to a third party as directed by UNICEF, such as a successor National Committee (if legally permitted, or otherwise in accordance with National Law and the Statutes). Once all available assets have been transferred the National Committee shall then take all legally possible and necessary steps for its efficient liquidation Any assets that were not able to be transferred out of the National Committee prior to initiating liquidation should be, in so far as possible according to National Law, transferred to UNICEF or to a third party as directed by as UNICEF as part of the orderly winding up.
    2. Section 18, paragraph (a) above is not enforceable in the event that UNICEF no longer retains authority over the use of funds it receives from National Committees, or where notice to terminate has been given by the National Committee on grounds of misuse or misappropriation of funds, or when such remittance and closure would involve a breach of the legal duties of the National Committee or its governing body members.
    3. Upon termination of this Agreement, following completion of the required notice period, the National Committee shall immediately lose any rights with respect to the use of the UNICEF Brand that were granted pursuant to this Agreement unless UNICEF agrees in writing to a temporary continuation for the purposes of the orderly liquidation of the National Committee, and pursuant to such conditions as UNICEF may require.
    4. The Parties agree that once notice to terminate has been given they will provide all the support necessary for the efficient and effective conclusion of the relationship and the liquidation of the National Committee.
    5. Any obligations for confidentiality survive the termination of this Agreement.

19. Transfer of rights and obligations under this Agreement

    Neither party may transfer any of its rights nor obligations under this Agreement to a third party without the written consent of the other party.

20. Privileges and immunities of UNICEF

    Nothing in or related to this Agreement shall be deemed as a waiver, either express or implied, of any of the privileges and immunities that may be enjoyed by the United Nations and UNICEF.

21. No waiver of rights

    The failure of either party to exercise or enforce any right conferred under this Agreement, or failure to act on any breach by the other party, shall not be deemed to be a waiver of any such rights to pursue action at any time thereafter unless the provision specifically stipulates a time limit.

22. Language

    The language of the Agreement and any dispute proceedings is English. The National Committee shall ensure it has sufficient capacity to communicate in English. Whenever information that is shared is a translation, the original language version shall also always be transmitted to the other party.

23. Interpretation of Agreement

    1. The National Committee is governed by National Law and it is agreed that nothing in this agreement can override its requirement to comply with National Law. In particular, nothing in this agreement shall require the National Committee to act in a manner that may threaten its charitable status or tax exempt status or equivalent under National Law. In all cases, the Agreement should be read in light of this provision, to the extent that such an interpretation cannot be made, that part of the provision will be ignored.
    2. This Agreement shall be interpreted and governed, in order, by (i) its terms and provisions and the underlying policy thereof, and (ii) the policies and practices of UNICEF and the United Nations system generally.
    3. Notice or written agreement as used in this agreement can be by post, facsimile or by electronic messaging. In the case of electronic messaging, an acknowledgment of receipt must be provided by the recipient for the notice to be valid.

24. Status of the Agreement

    This Agreement supersedes and replaces all previous Cooperation Agreements, including supplementary agreements between the Parties unless specifically noted otherwise in this Agreement or agreed in writing. The Parties may choose to enter into supplementary agreements subsequent to this Agreement, however, such supplementary agreements must be interpreted in accordance with the provisions and the spirit of the provisions set out in this Agreement.

25. Confidential information

    All confidential information shared between the Parties shall remain confidential as between the Parties and the National Committee community, unless the other party has given clear consent, or the information has already been released by the other party in the public domain, or a party is legally obliged to disclose, in which case it shall make all reasonable efforts to provide the other party with prior notice. The existence of a dispute between the Parties is also confidential to the National Committee community although the Parties may disclose the fact that a conflict resolution process has been established without providing any details as to the nature or content of the discussions if that party considers in good faith that it is in their best interests to disclose this fact to third parties.

26. Annexes and attachments

    The following Annexes are an integral and binding part of this Agreement:

    A:

    Terms and definitions

    B:

    UNICEF and National Committee relations and general reporting obligations

    C:

    Principles of good governance

    D:

    Principles of child rights advocacy

    E:

    JSP procedure

    F:

    Financial reporting requirements, annual calendar and remittances.

    Signature of this Agreement and initialling of the respective cover pages of the Integral Annexes constitutes formal approval of the Integral Annexes and an agreement to be bound by their contents. The Parties agree that the Integral Annexes may be amended as agreed in writing between the Parties from time to time without re-execution of the rest of the Agreement. The Standing Group, or representatives appointed by the Standing Group, will represent the National Committees and coordinate the National Committee community position on any amendments to an Annex; however, agreement in writing by both Parties to the final agreed amendments is required.

27. Amendments to this Agreement

    This Agreement and the Integral Annexes can only be amended by written agreement of both Parties.

    The Parties agree that this Agreement will be reviewed in 2015 by UNICEF and the National Committee community in consultation.

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