APPENDIX *

MODEL CONTRACT

between

THE UNITED NATIONS INDUSTRIAL DEVELOPMENT ORGANIZATION

(UNIDO)

and

“THE CONTRACTOR”

for the provision of

Provision of SuccessFactors consultancy services related to the implementation of SAP SuccessFactors Recruiting, basis support requirements for further solution integration, configuration, implementation, migration, training, report development, interfacing and administration of UNIDO's SAP SuccessFactors environment on call-off basis,if and when required, as well as SAP Cloud Services for SuccessFactors for a contract period of five (5) years

This CONTRACT is entered into between the UNITED NATIONS INDUSTRIAL DEVELOPMENT ORGANIZATION

(hereinafter referred to as “UNIDO”), having its headquarters located at Wagramer Strasse 5, A-1220 Vienna, Austria, and

[THE CONTRACTOR] (hereinafter referred to as the “Contractor” or the “Licensor”), having its principle office located at

[ADDRESS OF THE CONTRACTOR].

Whereas, UNIDO desires to obtain SuccessFactors consultancy services related to the implementation of SAP SuccessFactors Recruiting, basis support requirements for further solution integration, configuration, implementation, migration, training, report development, interfacing and administration of UNIDO's SAP SuccessFactors environment on call-off basis, if and when required, as well as SAP Cloud Services for SuccessFactors (inclusive conversion of licensing from UNIDO’s current perpetual licensing (on premise) for e-recruitment to SAP Cloud Services licensing subscription). Whereas, the Contractor/Licensor agrees to furnish to UNIDO and UNIDO agrees to accept, on the terms and conditions set forth in this Contract, a non-exclusive, non-transferable, royalty-free License to use SAPSuccess Factors ("Software Solution"), customized by the Contractor/Licensor, as appropriate, to meet UNIDO requirements; Whereas, the Contractor/Licensor agrees to provide hosting services, support services, maintenance services and warranty services on the terms and conditions set forth in this Contract; Whereas, the Contractor/Licensor represents that it possesses the requisite knowledge, skill, personnel, resources and experience and that it is fully qualified, ready, willing, and able to provide the required solution, and such support, maintenance services and warranty services on the terms and conditions of this Contract; Now, therefore, in full consideration of the above, and subject to the terms and conditions hereinafter set forth, UNIDO and the Contractor (hereinafter collectively referred to as the "Parties" and individually referred to as "Party") agree as follows: 1 Contract Documents

1.1 This document ('Main Contract Document") together with the annexes (the Main Contract Document together with the annexes is hereinafter referred to as the "Contract Documents") constitutes the entire contract between UNIDO and the Contractor/Licensor for the provision of a software license and the other services provided in accordance with this Contract.

1.2 The annexes to this Main Contract Document are as follows:

- Annex A: Special Terms and Conditions

- Annex B: UNIDO General Terms and Conditions for Services;

- Annex C: UNIDO Terms of Reference and related documents; and

- Annex D: Contractor’s Proposal.

1.3 In the event of any inconsistencies, conflicts, or discrepancies between or among the Contract Documents, this Contract shall be interpreted on the basis of the following order of priority of the Contract Documents:

- This Main Contract Document;

- Annex A;

- Annex B;

- Annex C; and

- Annex D

2. Definitions

2.1 "Data" means any and all information, whether in oral or written (including electronic) form, created by or in any way originating with UNIDO and/or End Users, and all information that is the output of any computer processing, or other electronic manipulation, of any information that was created by or in any way originating with UNIDO and/or End Users, in the course of using and configuring the Services, and specifically included, without limitation, any and all UNIDO Data and End User Data.

2.2 "End User" means any and all personnel, contractors and consultants of UNIDO, in each case, authorized by UNIDO to access and use the Services.

2.3 "Error" shall have the broadest meaning commonly understood in the computer/software industry, including, but not limited to, any error, defect or omission which include deviations within the Software Solution which prevent its successful operation in accordance with the applicable specifications. 2.4 "Contractor/Licensor" shall mean ‘the Contractor’, its successors and permitted assigns. 2.5 "Licensee Applications" shall mean software products which may be developed by Licensee using a Contractor/Licensor Application Programming Interface (“API") licensed under this Contract that are or will be proprietary to Licensee, provided that such Licensee Applications shall be used only in connection with Licensee's own operations, and shall not be marketed, sold or distributed to any other parties. 2.6 "Related Material" shall mean all documentation, training and information received by UNIDO from the Contractor/Licensor.

2.7 "Services" shall mean all of the services and supplies to be furnished by the Contractor/Licensor to or for the benefit of UNIDO pursuant to this Contract.

2.8 "Software Solution" shall mean the Contractor/Licensor's proprietary computer software programmes stored and executable in machine readable format in accordance with the specifications defined in Annex C. 2.9 "Update" shall mean all enhancements, modifications, extensions and other changes to the Software Solution developed by the Contractor/Licensor for the Software Solution. 3. Contract Term, Amendment

3.1 This Contract shall become effective on the date when both Parties have signed this Contract, or if the Parties have signed this Contract on different dates, on the date of the latest signature (“the Effective Date”). 3.2 Without derogation from or prejudice to the term of the license for the Software Solution, as set out in Article 5 below, the duration of this Contract shall be for a period of five (5) years. 4. General Description of the Software Solution

4.1 The Software Solution, as described and specified in Annex C, shall consist of a Software Solution which shall operate in accordance with Annex C and which shall be the latest version that Contractor/Licensor has made available to its customers as of the time of installation of the Software Solution in accordance with this Contract. 4.2 The Software Solution delivered to UNIDO by the Contractor/Licensor shall generally be capable of supporting all IT Service Management Processes in order to allow UNIDO to effectively and efficiently manage the IT environment and its supporting processes to ensure a stable and available environment to all end-users. 4.3 Without limiting the generality of the foregoing, the Software Solution delivered to UNIDO by the Contractor/Licensor shall provide UNIDO with the minimum functionality specified in Annex C. 5. Grant of License

5.1 The Contractor/Licensor hereby grants to UNIDO a non-exclusive, non-transferable, royalty free license to use the Software Solution including all Updates thereto, as provided in Annex C, including all APIs and all Related Materials under each computer software program element thereof (the "License"). The License granted hereunder shall not include those Licensee Applications developed by UNIDO, which Licensee Applications shall remain the exclusive property of UNIDO.

5.2 The License for the use of the Software Solution shall include, in addition to the description contained in Article 5.1 above and in Annex C, those computer software programmes developed by the Contractor/Licensor for use by UNIDO in accordance with this Contract.

5.3 UNIDO shall have the right to obtain Updates in the Software Solution, including any customised applications provided in accordance with this Contract, without additional payments of any kind. 5.4 The Contractor/Licensor agrees and acknowledges that the License granted under this Contract entitles any personnel and contractors of UNIDO, as determined by UNIDO at its sole discretion, to use the Software Solution, in accordance with this Contract.

6. Limitations and Restrictions

6.1 The License granted by the Contractor/Licensor to UNIDO is limited to the use of the Software Solution by the designated users of the Licensee.

6.2 Unless otherwise provided, the rights granted pursuant to the License hereunder extend only to UNIDO but shall not extend to any other entity without prior written consent of the Contractor/Licensor. UNIDO shall not sub-License, assign, or otherwise transfer the License granted by the Contractor/Licensor. 6.3 UNIDO shall reproduce and include any copyright notice or other proprietary notice of the Contractor/Licensor, as such notice may appear in the Software Solution and Related Material, on all copies of the Software Solution and Related Material made or used in accordance with this Contract. 7. Interoperability

7.1 The Software Solution is designed to have compatibility to run on Windows based operating system. In the event that UNIDO requires technical information regarding interoperability, the Contractor/Licensor agrees to provide such information at no cost provided that the details do not violate other License agreements, copyrights, or reveal trade secrets.

8. Delivery, Installation and Training

8.1 The Contractor/Licensor shall supply, install and configure a properly functioning and fully tested Software Solution, in full conformity with the terms and conditions of this Contract. 8.2 The Contractor/Licensor shall deliver and install the Software Solution, in accordance with this Contract, in compliance with the delivery terms described in Annex C of this Contract. The Contractor/Licensor shall provide all necessary support services, including training, in accordance with Annex C of the Contract. 9. Acceptance Testing

9.1 Within thirty (30) business days following notification to UNIDO that the Software Solution has been delivered and installed and the designated users have been trained in accordance with the Contract, UNIDO shall commence performing the acceptance tests for the Software Solution. 9.2 If and when, in UNIDO's sole opinion, the acceptance testing has established that the Software Solution is performing satisfactorily, then the designated officer of UNIDO shall sign the acceptance certificate. 9.3 If, UNIDO, in its sole discretion, determines that the Software Solution has not successfully completed the acceptance testing in accordance with the Contract, UNIDO shall promptly notify the Contractor/Licensor in writing.

9.4 In case of failure of acceptance test, UNIDO shall request the Contractor/Licensor to make necessary corrections and modifications. The Contractor/Licensor shall make the necessary corrections and modifications in order for the Software Solution to be ready for retesting no later than ten (10) business days from the date of receipt of the notice of failure from UNIDO.

9.5 The Contractor/Licensor shall notify UNIDO when the Software Solution is ready for retesting, and UNIDO shall conduct the retesting of the Software Solution. The cycle of testing shall be allowed up to three times in total. 9.6 UNIDO shall reserve the option to terminate the Contract in the event the Software Solution failed to pass the acceptance tests as provided above. In case of termination by UNIDO after failure of acceptance testing, UNIDO shall return the Software Solution and the Related Materials. 9.7 Under no circumstances, shall the process undertaken pursuant to this Article be considered to constitute delays caused by UNIDO.

10. Warranties

10. 1 The Contractor/Licensor hereby represents and warrants to UNIDO as follows: 10.1.1 That on the date certified by UNIDO as the date when the Software has passed the acceptance tests and for a period of twelve (12) months thereafter, the Software Solution provided to UNIDO, in accordance with this Contract, shall be free from significant programming Errors and from defects in workmanship and materials and shall operate and conform to current applicable specifications in accordance with Annex C: 10.1.2 That any documentation and Related Material provided are accurate and conform generally with the requirements of this Contract and correspond to the functions of the Software Solution; 10.1.3 That the Contractor/Licensor has full title to, ownership of and marketing rights to the Software Solution; 10.1.4 That the Contractor/Licensor has full power and authority to grant rights under this Contract to UNIDO with respect to the Software Solution without the consent of any other person, and that neither the performance of any services or obligations by the Contractor/Licensor in accordance with this Contract nor the License to and use by UNIDO of the Software Solution and documentation (including the copying thereof) will in any way constitute an infringement or other violation of any copyright, trade secret, trademark, patent, invention, proprietary information, non-disclosure or other rights of any third party;

10.1.5 That the Software Solution shall be able to accurately process date and time data and related information;

10.1.6 That neither the Software Solution, nor any portion thereof, constitutes or may give rise to a claim of infringement; 10.1.7 That the specifications provided by the Contractor/Licensor hereunder faithfully and accurately describe the Software Solution provided to UNIDO hereunder;

10.1.8 That the Software Solution does not contain any virus or any other contaminant, including but not limited to, codes, commands or instructions that may be used to access, alter, delete, damage or disable the Software Solution, other software, UNIDO information and data or other UNIDO property; 10.1.9 That any maintenance services or other services provided by the Contractor/Licensor shall be performed in a timely and professional manner by qualified professional personnel, that such services shall conform to the standards generally observed in the industry for similar services and that such services shall be sufficient to enable the Software Solution to perform in accordance with the applicable specifications. 10.2 The Contractor/Licensor's warranties provided herein shall extend to the Software Solution and any Updates thereto. 10.3 If at any time during the 12-month period immediately following the date certified by UNIDO as the date when the Software has passed the acceptance tests (the "Warranty Period") either the Contractor/Licensor or UNIDO shall discover one or more Errors in the Software Solution or any other respect in which the Software Solution fails to conform to the requirements of this Contract, the Contractor/Licensor shall, at its own expense, promptly correct such Error by providing UNIDO with any corrective codes or making such additions, modifications or adjustments to the Software Solution as necessary to operate it in accordance with the requirements set forth under the Contract. 11. Maintenance Services

11.1 Commencing upon the expiration of the Warranty Period, the Contractor/Licensor shall provide full, maintenance and support services ("Maintenance Services") for the Software Solution, and any Updates to be provided by the Contractor/Licensor in accordance with this Contract. Such Maintenance Services shall be in addition to the Contractor/Licensor's warranty obligations in accordance with this Contract. 1 1.2 The Contractor/Licensor shall maintain the Software Solution so that it operates in accordance with the requirements set forth under the Contract.

1 1.3 The Contractor/Licensor shall provide the Maintenance Services during the normal business hours of UNIDO, unless otherwise provided under this Contract. The Contractor/Licensor shall only provide the Maintenance Services outside of the working hours of UNIDO upon written authorization from UNIDO. 11.4 The Contractor/Licensor shall provide UNIDO with a detailed list of known or suspected problems relating to or in connection with the operation of the Software Solution. 11.5 All remedial actions undertaken by the Contractor/Licensor in respect of the Software Solution shall be completed as soon as possible. The timeliness of remedial action for problems shall be determined according to the following levels of problem severity:

11.5.1 Problem Severity Level One: If UNIDO notifies the Contractor/Licensor that it is experiencing a problem with the Software Solution, or any feature or module thereof, and that such problem is preventing day-to-day normal user access to data from or input to the Software Solution, the Contractor/Licensor shall use its best efforts to remedy the problem within five (5) business days following the notification by UNIDO. 11.5.2 Problem Severity Level Two: If UNIDO notifies the Contractor/Licensor that it is experiencing a problem that impairs the functionality of the Software Solution in a non-immaterial manner but is not preventing day-to-day, normal user access to data from or input to the Software Solution, the Contractor/Licensor shall remedy the problem within twenty (20) business days of receipt by the Contractor/Licensor of notification from UNIDO, unless otherwise mutually agreed by both Parties.

11.6 The Contractor/Licensor shall provide all enhancements, modifications, corrections, updates and new releases of the Documentation for the Software System in connection with the provision of the Maintenance Services in accordance with this Contract.

12. Contractor's Personnel

12.1 The Contractor shall be responsible for the professional and technical competence of the personnel it assigns to perform work under the Contract and will select, through an appropriate vetting procedure, reliable and competent individuals who will be able to effectively perform the obligations under the Contract and who, while doing so, will respect the local laws and customs and conform to a high standard of moral and ethical conduct. 12.2 Such Contractor personnel shall be professionally qualified and, if required to work with officials or staff of UNIDO, shall be able to do so effectively. The qualifications of any personnel whom the Contractor may assign or may propose to assign to perform any obligations under the Contract shall be substantially the same, or better, as the qualifications of any personnel originally proposed by the Contractor. 12.3 Requirements specified in the Contract regarding the number or qualifications of the Contractor's personnel may change during the course of performance of the Contract. Any such change shall be made only following written notice of such proposed change and upon written agreement between the Parties regarding such change, subject to the following:

12.3.1 UNIDO may, at any time, request, in writing, the withdrawal or replacement of any of the Contractor's personnel, and such request shall not be unreasonably refused by the Contractor. 12.3.2 Any of the Contractor's personnel assigned to perform obligations under the Contract shall not be withdrawn or replaced without the prior written consent of UNIDO, which shall not be unreasonably withheld. 12.3.3 The withdrawal or replacement of the Contractor's personnel shall be carried out as quickly as possible and in a manner that will not adversely affect the performance of obligations under the Contract. 12.3.4 All expenses related to the withdrawal or replacement of the Contractor's personnel shall, in all cases, be borne exclusively by the Contractor.

12.3.5 Any request by UNIDO for the withdrawal or replacement of the Contractor's personnel shall not be considered to be a termination, in whole or in part, of the Contract, and UNIDO shall not bear any liability in respect of such withdrawn or replaced personnel.

12.3.6 If a request for the withdrawal or replacement of the Contractor's personnel is not based upon a default by or failure on the part of the Contractor to perform its obligations in accordance with the Contract, the misconduct of the personnel, or the inability of such personnel to reasonably work together with UNIDO officials and staff, then the Contractor shall not be liable by reason of any such request for the withdrawal or replacement of the Contractor's personnel for any delay in the performance by the Contractor of its obligations under the Contract that is substantially the result of such personnel's being withdrawn or replaced. 12.4 Nothing in Articles 12.2 and 12.3 above shall be construed to create any obligations on the part of UNIDO with respect to the Contractor's personnel assigned to perform work under the Contract, and such personnel shall remain the sole responsibility of the Contractor.

12.5 The Contractor shall be responsible for requiring that all personnel assigned by it to perform any obligations under the Contract and who may have access to any premises or other property of UNIDO shall: 12.5.1 When within UNIDO premises or on UNIDO property, comply with instructions of the United Nations (UN) security personnel. The United Nations retains the right to search and inspect any individuals and their equipment or property prior to entry to the Vienna International Centre (VIC) premises and at any time that they are present on the premises of the VIC. UNIDO retains the right to instruct any Contractor's personnel to suspend their activities immediately in the event of an emergency or other urgent unforeseen event; that need for suspension shall be determined at UNIDO's sole discretion. UNIDO may require removal of any individuals or their equipment or property from the premises of UNIDO without having to give any justification therefore. 12.6 Within one working day after learning that any of Contractor's personnel who have access to any UNIDO premises have been charged by law enforcement authorities with an offense other than a minor traffic offense, the Contractor shall provide written notice to inform UNIDO about the particulars of the charges then known and shall continue to inform UNIDO concerning all substantial developments regarding the disposition of such charges. 12.7 All operations of the Contractor, including without limitation, storage of equipment, materials, supplies and parts, within UNIDO premises or on UNIDO property shall be confined to areas authorized or approved by UNIDO. The Contractor's personnel shall not enter or pass through and shall not store or dispose of any of its equipment or materials in any areas within UNIDO premises or on UNIDO property without appropriate authorization from UNIDO.

13. Software Support and Security Provisions

13.1 The Contractor/Licensor agrees to provide advice at the time of the installation of the Software Solution as may be necessitated by the particular requirements of UNIDO. The Contractor/Licensor's advice shall be provided during the normal business hours of UNIDO unless otherwise agreed. 13.2 The Contractor/Licensor shall provide all enhancements, modifications, corrections, Updates and new releases of any documentation for the Software Solution in connection with the provision of the maintenance services in accordance with this Contract. At the request of UNIDO, the Contractor/Licensor shall make changes to the Related Materials or any documentation in order to correct any discrepancies between such documentation and the functioning of the Software Solution.

13.3 The Contractor/Licensor shall not perform regular maintenance services by remote access to the production systems. UNIDO may, however, in its sole discretion and on an exceptional basis, grant limited and controlled remote access in situations deemed necessary by UNIDO, under such terms and conditions as it deems appropriate. Such limited and controlled access shall only be possible upon prior written authorization by UNIDO in which the conditions and the limitations thereto shall be further specified. 13.4 Under no circumstances shall the hardware on which the Software Solution is installed be sent off-site for repairs or maintenance.

13.5 The Software Solution shall be free of vulnerabilities which may be exploited by unauthorized entities to access Data.

13.6 Any remedial actions undertaken by the Contractor/Licensor in respect of the Software Solution shall be completed as soon as possible. The Contractor/Licensor shall immediately respond to UNIDO request in the event of security vulnerabilities or bugs discovered in the system. The Contractor/Licensor shall address any incident within four (4) hours of discovery and resolve it within forty-eight (48) hours. The Contractor/Licensor shall provide all necessary assistance and Services, including any Updates, to close any security vulnerabilities. 13.7 UNIDO retains the right to perform a security audit on the procedures utilized by the Contractor on the infrastructures of the Contractor. At the sole discretion of UNIDO, UNIDO may require an independent, external assurance of the security of the solution and the services provided. 13.8 UNIDO retains the right to perform penetration test or security testing on the Software Solution, the results of which shall be the property of UNIDO. UNIDO undertakes not to publish the results of any tests performed in respect of the Software Solution.

14. Confidentiality

14.1 The Contractor, or its employees, contractors or anyone directly or indirectly employed by them in the performance of this Contract, shall not use any information acquired or developed in the course of this Contract for any purpose not authorized in advance in writing by UNIDO.

14.2 The Contractor shall exercise the utmost discretion during the performance of the Contract. The Contractor may not communicate to any other person, government or authority external to UNIDO any information known to it by reason of its contractual relationship with UNIDO which has not previously been made public, except with prior written authorization of UNIDO, nor shall the Contractor at any time use such information to private advantage. 14.3 The Contractor, or its employees, contractors or anyone directly or indirectly employed by them in the performance of the Contract shall be bound by the obligations regarding Confidentiality contained in the General Terms and Conditions of UNIDO. The Contractor shall be liable for any breach of confidentiality by it or its employees, contractors or anyone directly or indirectly employed by them in the performance of the Contract under the relevant provisions therein.

14.4 The Contractor shall immediately inform UNIDO if its obligations under this Article are breached by any of its employees, contractors or anyone directly or indirectly employed by them in the performance of the Contract. Any breach of obligations under Article 14 is considered a serious breach of the Contract. 14.5 The obligations under this Article shall survive any termination, expiration or nonrenewal of this Contract. 15. Copyright, Patents and Other Proprietary Rights 15.1 Except as is otherwise expressly provided in writing in the Contract, UNIDO shall be entitled to all intellectual property and other proprietary rights including, but not limited to, patents, copyrights, and trademarks, with regard to products, processes, inventions, ideas, know-how, or documents and other materials which the Contractor has developed for UNIDO under the Contract and which bear a direct relation to or are produced or prepared or collected in consequence of, or during the course of, the performance of the Contract. The Contractor acknowledges and agrees that such products, documents and other materials constitute works made for hire for UNIDO.

15.2 To the extent that any such intellectual property or other proprietary rights consist of any intellectual property or other proprietary rights of the Contractor: (i) that preexisted the performance by the Contractor of its obligations under the Contract, or (ii) that the Contractor may develop or acquire, or may have developed or acquired, independently of the performance of its obligations under the Contract, UNIDO does not and shall not claim any ownership interest thereto, and the Contractor grants to UNIDO a license to use such intellectual property or other proprietary right solely for the purposes of and in accordance with the requirements of the Contract. 15.3 At the request of UNIDO, the Contractor shall take all necessary steps, execute all necessary documents and generally assist in securing such proprietary rights and transferring or licensing them to UNIDO in compliance with the requirements of the applicable law and of the Contract. 15.4 Subject to the foregoing provisions, all maps, drawings, photographs, mosaics, plans, reports, estimates, recommendations, documents, and all other data compiled by or received by the Contractor under the Contract shall be the property of UNIDO, shall be made available for use or inspection by UNIDO at reasonable times and in reasonable places, shall be treated as confidential, and shall be delivered only to UNIDO authorized officials on completion of work under the Contract.

16. Contract Price

16.1 In full consideration of the provision of the License by the Contractor of the Software Solution and the satisfactory performance by the Contractor of all the Services and obligations in accordance with this Contract, UNIDO shall pay to the Contractor a maximum contract amount of [total amount in €] consisting of the following:

16.2 The Contractor shall not perform any work or provide any goods or materials which would result in any payment or payments by UNIDO of any amount in excess of the maximum contract amount indicated in Article 16.1 above unless otherwise agreed by UNIDO in accordance with this Contract. 16.3 Upon any

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