LETTER OF MUTUAL INTENT TO CONCLUDE A PROJECT PARTNERSHIP AGREEMENT

Agreement Symbol: Business Unit / YYYY / Letter Number Partner Logo or Stamp LETTER OF MUTUAL INTENT TO CONCLUDE A PROJECT PARTNERSHIP AGREEMENT Dear [name of Partner s representative], I should like to refer to our exchanges [add details and dates as appropriate, e.g., letters, meetings, draft plans/budgets, etc.] concerning the implementation by [name of Partner] (hereinafter: the Partner ), on behalf of the Office of the United Nations High Commissioner for Refugees (hereinafter: UNHCR ) of the operation in [name of country]. In the spirit of partnership and given the urgency of providing protection, assistance and solutions to refugees and other persons of concern to UNHCR, UNHCR and the Partner (hereinafter individually referred to as the Party, and collectively as the Parties ), agree to sign this Letter of Mutual Intent (hereinafter: the Letter ) as an arrangement preliminary to the conclusion of a standard Project Partnership Agreement (hereinafter: PPA ) to begin the implementation of activities prior to concluding the PPA. The Parties agree that this Letter establishes the initial stages of a Project to which UNHCR contributes resources, and for which the Partner accepts the contribution and will carry out the Project under its own responsibility. The conclusion of a PPA is mandatory under UNHCR Financial Rules whenever funds are made available by UNHCR. The PPA will incorporate and supplement the terms reflected in the attached provisions concerning the use of funds under the Project Budget (Annex B). In order to permit UNHCR to exceptionally begin with the implementation of the Project and to transfer funds, I should be grateful if you would confirm in writing below your consent that the use of funds allocated hereunder for the Project outlined in the Project Description (Annex A.2) and Project Budget (Annex B) will be in accordance with the provisions set forth in Annex A.1, and that upon signature of the PPA with UNHCR the provisions of the PPA will apply thereby incorporating and superseding the terms contained in Annex A.1 and in any relevant annexes attached hereto. Thank you for your cooperation. 112 Letter of Mutual Intent model, (Government, (NGO and other not-for-profit partners) 2016

Signed by the duly authorized signatory on behalf of UNHCR Signature: Name: Title: Date: Place: I confirm that I am duly authorized to represent and engage [name of Partner] and I agree on behalf of the latter that the use of funds allocated for the activities outlined in Annex A.2 and budget in Annex B shall be in accordance with the provisions set forth in Annex A.1, and that upon signature of the PPA with UNHCR the provisions of the PPA will apply thereby incorporating and superseding the terms contained in Annex A.1 and in any relevant annexes attached hereto. On behalf of [Enter Name of Partner] Signature: Name: Title: Date: Place: 2 of 12 Letter of Mutual Intent model (Government, Intergovernmental NGO and other not-for-profit partners) 2016

Annex A.1 PROVISIONS CONCERNING THE USE OF FUNDS FOR THE PROJECT Article 1 Definitions; Interpretation 1.1 Capitalized terms used in this Letter shall have the meaning ascribed to them either in the body of this Letter or in the following definitions, listed in alphabetical order: Agreement Symbol means the unique identifier of the Project specified by UNHCR in Art. 4.2. Bulk Procurement means procurement (international and/or local) of goods and services from commercial entities, (e.g. food, non-food items, Core Relief Items, shelter materials, medicine, construction of buildings, etc.) where the value of procurement is above USD 100,000 per a single budget line of the Project Budget (Annex B). The Budget line referred to here is at account level. Eligible Costs mean expenditures for implementing activities as described in the Project Description (Annex A.2) and in accordance with the Project Budget (Annex B) and within the Project Implementation Period. Such expenditures must be for actual costs incurred for authorized activities that are adequately evidenced with original documentation and can be confirmed through verification and audit. Goods and Property mean any tangible or intangible item under the custody of the Partner in order to support the implementation of the Project and consist of those provided in-kind by UNHCR or acquired by the Partner with UNHCR funds. Information means any and all information, whether in oral or written (including electronic) form, created by or in any way originating with UNHCR, and all information that is the output of the performance of activities pursuant to this Letter. Instalment means the cash requirements of the Project that have been transferred to the Partner in accordance with the Project Budget (Annex B), and the actual performance of the Project. Partner means the entity named in this Letter as the implementer of the Project in collaboration with UNHCR. Partner Personnel means human resources hired and/or engaged by the Partner to perform activities related to the Project: permanent employees; fixed term hired; consultants; advisors; temporarily assigned staff; labor on wages; seconded personnel; volunteers; interns, and similar agents. Personal Data means any personal information including identifying information such as the name, identification or passport number, mobile telephone number, email address, cash transaction details, of whatever nature, format or media that by whatever means appears in the course of the performance of this Letter. Population of Concern means the population(s) or sub-population(s) of refugees and persons of concern indicated in the Project Description (Annex A.2) whose needs the Project strives to address. 3 of 12 Letter of Mutual Intent model (Government, Intergovernmental NGO and other not-for-profit partners) 2016

Project means the endeavor designed to provide services or achieve expected result(s) within a defined time frame and the allocated resources undertaken to meet unique goals and objectives under this Letter. Project Headquarters Support Costs mean UNHCR support provided to an international partner that implements the Project in countries other than where its headquarters is located in order to assist with headquarters costs related to overseeing and supporting the Project. The applicable rate is seven per cent of the direct cost of the approved Project Budget (Annex B), excluding allocation in the Project Budget for the following items: Cash/voucher assistance for persons of concern; Microfinance/Micro-credit/revolving fund assistance for persons of concern; Bulk Procurement (international and/or local) of Goods and/or Services; Any delivery items of large volume and bulk, which would result in a similar impact on the Project cost as the preceding items. Project Headquarters mean anywhere Partner is located other than the Project s operational location. Project Implementation Period means the period specified in Art. 3.2 during which Project activities, expenditure and financial commitment can be undertaken to achieve the expected results of the Project, i.e. the period beginning with the effective commencement date and ending with the completion date. Project Liquidation Period means the period specified in Art 3.3 during which financial commitments entered into during the Implementation Period may continue to be settled by the Partner pursuant to this Letter. No new expenditure, financial commitment or implementation of activities is undertaken during this period. Article 2 Nature and Extent of Co-operation 2.1 The Parties agree to fully cooperate, act in a consultative manner and assume their respective roles and obligations to implement the project activities covered by this Letter. UNHCR shall commit to make available its contribution as specified in this Letter and the Partner shall commit to carry out the Project outlined in the Project Description (Annex A.2) with competence to achieve the desired results for the Population of Concern in the manner described in this Letter. 2.2 The Parties commit to undertake all reasonable efforts to expedite the conclusion of the standard PPA within the Implementation Period of this Letter (as defined herein). Once the PPA is concluded, the activities under the Letter shall be integrated into the PPA; funds transferred by UNHCR to the Partner shall be considered to be the First Instalment as defined under the PPA, and the terms hereof shall automatically be superseded and replaced by the terms of the PPA as from the effective start date of the Project implementation. Article 3 - Duration 3.1 This Letter shall enter into force on the date when the last of the Parties signs, and shall govern the relationship of the Parties as of that date. The Project implementation shall not be longer than three months within the same Budget Year, unless its extension is exceptionally authorized by UNHCR. In case extensions are authorized, the Letter shall not be extended beyond 31 December of the Budget Year. 4 of 12 Letter of Mutual Intent model (Government, Intergovernmental NGO and other not-for-profit partners) 2016

3.2 The activities under this Letter as specified in Art. 7.1, including as set forth in the Project Description (Annex A.2) and Project Budget (Annex B), shall be completed within the period set out in the table below (hereafter: the Project Implementation Period ), unless it is superseded by the period set out under the PPA. Project Implementation Period Effective start date of implementation (no earlier than 1 January of the Budget Year) Completion date of implementation (no later than 31 December of the Budget Year) <DD-MM-YYYY> <DD-MM-YYYY> 3.3 The Project Liquidation Period under this Letter is set out in the table below, unless it is superseded by the period set out under the PPA. The Liquidation Period shall be no later than one month after the end of the Project Implementation Period or after termination pursuant to Art. 14 below, as the case may be. Financial commitments entered into during the Implementation Period, and which cannot be cancelled, may continue to be settled by the Partner during the Liquidation Period. New expenditure, financial commitment or implementation of activities undertaken after the end of the Implementation Period shall not be accepted as falling within the scope of Eligible Costs (as defined in Art. 1.1). Project Liquidation Period (no later than one month after the end of the Project Implementation Period) From <DD-MM-YYYY> To <DD-MM-YYYY> Article 4 - Project Identification 4.1 Project title: 4.2 The Agreement Symbol is: < Business Unit / YYYY / Letter Number> 4.3 All documents related to Project activities, including correspondence, reports and financial records relating thereto, shall bear this Symbol. 4.4 Basic Project Data a. Budget Year: b. Partner Code: c. Cost Centre(s): d. Pillar : e. Situation(s): f. Operation: g. Population Planning Group(s): h. Goal(s): Article 5 - Project Reporting 5.1 The Partner shall submit timely, accurate and complete reports, as specified below, in the standard format(s) provided in Project Report Formats (Annex C) to demonstrate performance progress and utilization of resources. The reports indicated below will be considered as reports against the first Instalment under the PPA. 5 of 12 Letter of Mutual Intent model (Government, Intergovernmental NGO and other not-for-profit partners) 2016

Reporting Period Report Type (select applicable report)* Due Date From DD/MM to DD/MM [ ] Project Performance Report Project Financial Report [ ] Goods and Property Report [ ] Partner Personnel Report Other By DD/MM/YYYY of the Budget Year *Where [ _ ] is indicated, the report is optional, based on operational conditions. 5.2 The Partner shall be informed in writing if the need arises for other reports and provided with sufficient advance notice for report preparation. Other reports (specify titles and due dates): 5.3 Should the Parties fail to enter into the PPA or should this Letter be terminated pursuant to the provisions of Art. 14 below, the Partner shall submit the reports as set out in Art. 5.1 above and these shall be considered as the Final Project Reports under this Letter. The Letter shall be brought to an end and the Partner shall transfer to UNHCR all unspent balances of the UNHCR contribution and revenues no later than thirty days after the Liquidation Period (as defined in Art. 3.3 above). 5.4 All submitted reports are subject to verification and acceptance by UNHCR. UNHCR shall communicate to the Partner whether it accepts the reports or requests additional information. The Partner shall provide such evidence and supporting documentation for clarification and assurance of information reported, when requested by UNHCR. Article 6 - Interest-Bearing Bank Account 6.1 UNHCR shall deposit its contribution (as set out in Art. 7.2) solely into a bank account bearing the official name of the Partner no later than ten working days following the entry into force of this Letter. 6.2 The account shall be a separate interest-bearing bank account maintained by the Partner for purposes of the Project held in the country of the operation. In case the Partner has not acquired a separate account, the use of a pooled account or an account held in the country of the Partner s headquarters office is exceptionally permitted under this Letter if necessary in view of the urgency, provided that the Partner commits to submit a formal application to a bank for opening a separate account or to submit a request for waiver to the Controller within one month of signing this Letter. The use of UNHCR funds must remain traceable and auditable. Partner s Bank Account to which UNHCR shall deposit funds in <local currency>: a. Bank name, address and clearing number: b. Name of account holder: c. Account title and number and address: Select in case of two budgeted currencies as set out in Project Budget (Annex B): Bank Account to which UNHCR shall deposit funds in <currency 2>: 6 of 12 Letter of Mutual Intent model (Government, Intergovernmental NGO and other not-for-profit partners) 2016

a. Bank name, address and clearing number: b. Name of account holder: c. Account title and number and address: If the adjacent box is selected, the below text appears: The above-referenced bank account(s) are separate and preferably interest-bearing maintained by the Partner for UNHCR Project funds only. The Partner agrees that any interest earned shall be credited to UNHCR. If the adjacent box is selected, the following text appears: The Partner is authorized under this Letter to use a pooled account on an exceptional basis. The Partner agrees that any interest earned shall be apportioned in accordance with the size of UNHCR funds in relation to other funds in the pooled account and that UNHCR Project funds shall be placed into a separate account when entering the PPA. Article 7 - Activities and Budget 7.1 The Partner shall carry out activities and utilize funds for these activities as specified in the Project Description (Annex A.2) and Project Budget (Annex B). 7.2 The contributions of the Parties are set out in the table below. The Partner contribution shall be maintained and managed directly by the Partner so as to ensure complementarity with UNHCR-provided resources towards the Project. The Partner shall inform UNHCR of any changes in receipt of complementary contributions in cash or in-kind received from sources other than UNHCR for joint planning and support to the Project. 100% UNHCR financing Co-funding by the Partner with contribution: Financial In-kind Other parties (please specify): Contributing Party Total Cash In-Kind Currency Amount (not exceeding) UNHCR contribution, as stipulated in Project Budget (Annex B) <Currency 1> <Currency 2> Partner contribution <Currency 1> <Currency 2> Other parties contribution (est. equivalent in US Dollars) 7.3 UNHCR shall transfer its contribution shown in the table to the bank account specified by the Partner in Art. 6.2. Article 8 - Use of Resources 8.1 All expenses incurred by the Partner shall be consistent with its humanitarian and notfor-profit nature, in line with applicable standards and in compliance with principles of sound financial and risk management. 7 of 12 Letter of Mutual Intent model (Government, Intergovernmental NGO and other not-for-profit partners) 2016

8.2 The Partner shall utilize resources made available by UNHCR solely for the intended purposes towards the Eligible Costs of implementing the Project in line with the highest ethical and humanitarian standards of conduct and the applicable law and regulations of the country of operation. The Parties shall have zero tolerance for corrupt and fraudulent practices, abusive behavior towards persons of concern, or any form of misconduct including conflict of interest. The Parties also commit to take disciplinary and corrective actions when misconduct is found to have occurred. 8.3 The UNHCR contribution for Project Headquarters Support Costs to International Partners, as applicable, is defined in Article 1.1 (Definitions) and in the Project Budget (Annex B). 8.4. The Partner may make discretionary budget line transfers of reasonable amounts at the Account levels within an Output, provided the change at the Output level does not exceed 20%, the delivery of the expected results at the Output level remains the same as earlier agreed, there is no change in Partner Personnel costs and the overall Project Budget (Annex B). The justification for such transfers must be included in documentation maintained by the Partner and should be made available for UNHCR verification and audits. Any other budgetary transfer requires an advance written authorization by UNHCR. 8.5 The currency of expenditure is the same as the currency of funds transferred by UNHCR as stipulated in Art. 7.2. Expenditure in another currency should only take place in limited amounts in necessary circumstances or otherwise be authorized by UNHCR. In such cases, the Partner shall apply the rate of exchange in effect at the time of the transaction. 8.6 Consistent with numerous United Nations Security Council resolutions relating to terrorism and in particular the financing of terrorism, the Parties shall seek to ensure that resources received under this Letter, whether in cash or in-kind, are not used, directly or indirectly, to provide support to terrorism. In accordance with this policy, the Partner agrees to employ all reasonable efforts to ensure that such resources are neither (a) knowingly transferred directly or indirectly or otherwise used to provide support to any individual or entity appearing on the lists maintained by the United Nations Security Council Sanctions Committee established pursuant to Security Council Resolution 1267 (1999) and pursuant to other resolutions of the Security Council targeting terrorism (resolutions are available at: http://www.un.org/sc/committees/1267/aq_sanctions_list.shtml and links to lists maintained by http://www.un.org/sc/committees/list_compend.shtml; nor (b) used in any other manner that is prohibited by a resolution of the United Nations Security Council adopted under Chapter VII of the Charter of the United Nations. If it emerges, at any time, that a person or entity receiving funds from this Letter either (a) appears on a list maintained by the Security Council Sanctions Committee or (b) is found to be using funds received from UNHCR to provide support to individuals or entities on such lists, then the Partner will immediately inform UNHCR. 8.7 The Partner confirms that it has the capacity to undertake procurement and shall carry out all procurement under this Letter in accordance with the UNHCR policy and procedures on Procurement by Partners with UNHCR Funds. In case the Partner has not acquired Prequalification for Procurement (PQP) Status, the Partner shall be allowed on an exceptional basis to carry out procurement under this Letter if necessary in view of the urgency, provided that the Partner commits to submit a formal application for PQP status within one month of signing this Letter. 8.8 All activities and Projects funded by UNHCR are subject to audit. UNHCR reserves the right to undertake visits, monitoring, verification, audit, inspection and evaluation of the implementation of this Letter. In coordination with the Partner, UNHCR may arrange for such activities as UNHCR may deem necessary to ensure the proper implementation of the 8 of 12 Letter of Mutual Intent model (Government, Intergovernmental NGO and other not-for-profit partners) 2016

Project. The cost of such activities shall be borne directly by UNHCR unless otherwise expressly agreed by the Parties in writing. 8.9 With timely coordination and notification by UNHCR, the Partner shall facilitate unhindered access and full and timely cooperation for visits, inspection, monitoring, verification, audit and evaluation of the Project activities implemented under this Letter and related subjects by UNHCR staff or any other person duly authorized by UNHCR. Such activities may take place during the Implementation Period or up to six years following completion of the Project. 8.10 The Partner shall transfer to UNHCR all unspent balances of the UNHCR contribution and revenues at the same time that it submits the final Project Financial Report (as set out in Art. 5.1) or in any event no later than thirty days after the Project Liquidation Period. 8.11 The Partner shall refund all other amounts which were overpaid by UNHCR or found to be not Eligible Costs or otherwise charged to the Project Budget as a result of irregularities, fraud or misappropriation of UNHCR funds. UNHCR may take all reasonable measures which it considers necessary to recover the affected amounts. The Partner shall repay UNHCR within thirty days of the date of notice requesting such repayment. Article 9 Confidentiality and Personal Data 9.1 The Parties shall respect the confidentiality of the Information pertaining to the Project. The Partner shall use all and any data shared by UNHCR, including personal information relating to the Population of Concern to UNHCR, solely for the purpose of implementing the Project. Any deviation in the use of the data as per UNHCR s instructions, including subsequent use for another purpose or use by a third party, shall be permitted only with the approval of UNHCR. The Partner shall comply with and implement relevant UNHCR policies on data protection, based on and in line with international data protection rules and principles and the requirements of all data privacy laws applicable to the processing of data by the Partner. Article 10 Maintenance of Project Records 10.1 The Partner shall maintain a separate Project File containing this Letter (together with its appendices and annexes) and all other essential records and documentation related to this Letter for at least six years, following the completion of the Project in accordance with this Letter. Article 11 Liability for Claims 11.1 UNHCR accepts no liability for claims arising out of the Partner s activities performed hereunder, including claims for death, disability, damage to property or other hazards which may be suffered by employees, personnel, agents, or representatives of the Partner or by third Parties as a result of their connection with the work pertaining to the Project financed by UNHCR. Article 12 Privileges and Immunities 12.1 Nothing in this Letter and its appendices and annexes (including information disclosure) shall be deemed a waiver, expressed or implied, of any privileges or immunities enjoyed by UNHCR. Article 13 - Amicable Settlement and Arbitration 9 of 12 Letter of Mutual Intent model (Government, Intergovernmental NGO and other not-for-profit partners) 2016

16.1 Partner Full name and address of Partner: Phone and Fax Number: Registered Charity number, or entity establishment and Place of Registry (as applicable) Full name, title and address of the authorized person designated by the Partner to sign this Letter: E-mail: Phone and Fax Number: Full name, title and address of the authorized person designated by the Partner for the management of this Letter at Field level (if different than above): Email: Phone and Fax Number: 16.2 UNHCR Full name, title and address of the authorized person designated by UNHCR for the management of this Letter: Email: Phone and Fax Number: Article 17 - Annexes 17.1 Signature of this Letter by the Parties constitutes formal approval of the annexes listed below, the respective cover pages of which have been initialed by the Parties upon signature: [List of Annexes as applicable] Annex A.1 Provisions applicable to the Project implementation Annex A.2 - Project Description (including as a minimum Section 6.0 Planned Results- Logframe, at the output level) Annex B Project Budget Annex C Project Report Formats Annex D - Partner Personnel List [Others] 11 of 12 Letter of Mutual Intent model (Government, Intergovernmental NGO and other not-for-profit partners) 2016

Article 18 - Language The Letter may only be signed in one of the following three languages: English, French or Spanish. An Unofficial Translation in another language can be attached to the official language version only in exceptional situations. In such cases, the Letter shall be signed in English and the Unofficial Translation will be attached to the English version. Please select the adjacent box if the Letter is signed only in English. 18.1 This Letter is signed in the English language Please select the adjacent box if an Unofficial Translation is attached to the English Version. 18.1 The Parties acknowledge and agree that this Letter is signed in the English language and a translation into the official language of the Partner s location is appended to this Letter with the header Unofficial Translation. In the event of any dispute or controversy in the interpretation of this Letter, the version in the English language shall prevail. 12 of 12 Letter of Mutual Intent model (Government, Intergovernmental NGO and other not-for-profit partners) 2016