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December 04, 1995

1. GENERAL

THIS MEMORANDUM expresses the understandings of the Government of the Republic of the Philippines (GOP) and the Government of Australia (GOA) concerning the responsibilities and contributions respectively of the two Governments in regard to the Philippines/Australia Integrated Women's Health Training Project (hereafter referred to as the Project) located at the Department of Health in the Philippines. The Project is intended to improve the capacity of primary and secondary level health providers in the public sector to provide quality integrated women's health care services in the Philippines over a period of five years as further described and detailed in Annex 1 to this Memorandum (Project Activities).

2. EXECUTING AUTHORITIES

The Executing Authorities for this Project will be:

For the GOP: Department of Health.

For the GOA: The Australian Agency for International Development (AusAID) of the Department of Foreign Affairs and Trade.

AusAID may engage suitably qualified contractors to undertake any part of its obligations under this Memorandum.

3. DEFINITIONS

For the purposes of this Memorandum:

(a) "Australian institutions, firms and organisations" means Australian institutions, firms and organisations engaged in the Project;

(b) "Australian Project personnel" means Australian nationals or permanent residents or other persons who are not nationals or permanent residents of the Philippines who are working in the Philippines on an activity under this Memorandum and whose salaries or other costs are funded from the contribution of the GOA to the activity;

(c) "dependant" means the spouse or unmarried minor children of a member of the Australian Project personnel or any other person recognised by the two Governments as a dependant of a member of the Australian Project personnel;

(d) "professional and technical material" means equipment and other goods imported by members of the Australian Project personnel or Australian institutions, firms and organisations for their professional use in carrying out their assigned duties under the Project and paid for from funds provided by the GOA;

(e) "Australian Project supplies" means equipment, material and other goods supplied for the execution of the Project, the costs of which are funded from the contribution of the GOA to the Project;

(f) "motor vehicles" means motor vehicles supplied for the execution of the Project, the cost of which is funded from the contribution of the GOA to the Project;

(g) "services" means services performed by individuals or by general professional partnerships registered in the Philippines as detailed in Annex 1;

(h) "Australian Team Leader" means the designated representative in the Philippines of the consultant contracted by AusAID on behalf of the GOA to implement the Project; and

(i) "personal and household effects" means equipment and other goods imported by Australian Project personnel or Australian institutions, firms and organisations for the personal use of Australian Project personnel and their dependants while engaged in the Project.

4. MANAGEMENT

Responsibility for oversight of the Project will be vested in a Project Steering Committee, whose membership will be comprised of GOP, GOA and other donor appointees. The GOP will appoint the chairperson of the Committee, and will also nominate as Committee members representatives of the Department of Health and the National Economic and Development Authority (NEDA). The GOA will appoint as a Committee member a representative of the Australian Embassy in Manila. The Committee will meet not less than twice a year. Its functions will include:

(a) monitoring Project implementation; and

(b) advising the two Governments on Project progress, and recommending to the Governments changes in the Project components budget and future direction.

5. CONTRIBUTIONS

The contributions of the GOA and the GOP are detailed at Annex 1 of this Memorandum and are estimated to value A$14.32 million and $A 2.99 million, respectively. Disbursement of Australian contributions will be subject to the normal Australian annual parliamentary approval of appropriations.

6. FACILITATION

The GOA will provide personnel and facilities necessary to enable Australian Project personnel to efficiently and economically carry out the Project Activities and without limiting the generality of this paragraph such contribution will include:

(a) access to Department of Health facilities, documentation and personnel;

(b) provision of appropriate offices and work facilities; and

(c) all necessary approvals and authorities for carrying out Project Activities.

7. EVALUATION

An evaluation of progress of the Project may be made at times arranged between, and mutually convenient to both Governments. Such an evaluation would be undertaken by a joint investigation team appointed by the two Governments and independent of staff involved in the Project.

8. PERSONNEL

For the purposes of the Project, the GOP will facilitate the deployment of Australian Project personnel by:

(a) granting exemption from income or other taxes on salaries and allowances;

(b) granting exemption from import and other duties on personal and household effects;

(c) granting exemption from import duties on one motor vehicle per employee on condition that it be re-exported or duty paid on its assessed value at time of sale within the Philippines;

(d) granting to Australian Project personnel all rights and entitlements accorded to the n on-accredited aid personnel of any other donor country; and

(e) expediting the issue of all documentation required for the entry of, and performance of work by, Australian Project personnel.

9. SUPPLIES

(a) The GOP will exempt from import duties and other taxes (or pay such duties thereon) all Australian Project supplies including, without limitation, motor vehicles as defined in paragraph 3(f);

(b) The GOP will facilitate movement of Project supplies by providing appropriate customs and wharfage facilities including any necessary storage costs in the first port of discharge of the Australian Project supplies in the Philippines and will provide expeditious transport of such supplies from the first port of call of the particular aircraft or vessel in the Philippines to the Project site;

(c) Australian Project supplies will be available for the unrestricted use of the Project and will not be withdrawn from such use without the consent of the Australian Team Leader. The Australian Team Leader will exercise administrative control over such supplies for the duration of the Project or such other time as mutually arranged between the Governments; and

(d) At completion of the Project, subject to paragraph 10 below, all Australian Project supplies will become the property of the GOP.

10. WARRANTIES

Following testing of the equipment supplied pursuant to this Memorandum, the GOP will bear all risks associated with the installation and maintenance of the equipment, subject to any express warranties held by the GOA in relation to the suppliers of this equipment. In return for this undertaking, the GOA, on behalf of the GOP, will exercise any rights it may have against the suppliers of such equipment should such equipment be found defective in any manner.

11. INTELLECTUAL PROPERTY

Any intellectual property issue arising under this Memorandum will be the subject of a separate agreement.

12. CLAIMS RELATING TO PROJECT
ACTIVITIES IN THE PHILIPPINES

(a) The GOP will release the GOA and its Australian Project personnel from all actions, suits, proceedings, claims and demands whatsoever which the GOP may now have or may in future have against them or any of them in relation to loss or damage resulting from or consequent upon the Project Activities;

(b) The GOP will indemnify and undertake at all times hereafter to keep indemnified the GOA and its Australian Project personnel against;

(i) all actions, suits, proceedings, claims and demands whatsoever which any other party may now or may in future have against them or any of them in relation to loss or damages resulting from or consequent upon Project Activities; and

(ii) any claim for contributions which any party may now have or may in future against any of them in respect of any such actions, suit proceedings, claims and demands.

(c) The release and indemnity referred to in subparagraphs 12 (a) and (b) will not apply where it has been mutually decided by the two Governments that a claim arises from gross negligence or wilful misconduct; and

(d) AusAID will ensure that all Australian Project personnel will obtain insurance against damages which may result from their acts or omissions in the course of carrying out Project Activities in the Philippines.

13. CLAIMS RELATING TO SHORT TERM
ATTACHMENTS IN AUSTRALIA

(a) The GOP will release the GOA, its representatives and its Australian Program Personnel from all actions, suits, proceedings, claims and demands whatsoever which the GOP may now have or may in the future have against them or any of them in relation to loss or damage resulting from or consequent upon the IWHTP;

(b) The GOP will indemnify the GOA, its representatives and its Australian Program Personnel from any liability against:

(i) all actions, suits, proceedings, claims and demands whatsoever, which any party may now have or may in future have against them or any of them in relation to loss or damages resulting from, or consequent upon, the IWHTP, and

(ii) any claim for contributions which any party may have in the future against any of them in respect of any such actions, suits, proceedings, claims and demands.

(c) The release and indemnity referred to in sub-paragraphs (a) and (b) will not apply where it has been mutually decided by the two Governments that a claim arises from the gross negligence or wilful misconduct of the GOA, its representatives or its Australian Program Personnel;

(d) The GOA undertakes to assume full responsibility for the claims arising out of the conduct of Department of Health and Local Government Unit (LGU) personnel while they are in Australia on short term attachments under this Memorandum; and

(e) In return for the GOA's undertaking in sub-paragraph (d), the GOP undertakes to indemnify the GOA against all payments made and all costs, damages and expenses incurred by it as a result of any claims which may be brought against such Department of Health Personnel, Local Government Unit Personnel or the GOA, its officers and servants by any third party arising from the conduct of such Department of Health Personnel in Australia pursuant to this Memorandum.

(f) The undertakings referred to in sub-paragraphs (d) and (e) will not apply where it has been mutually decided by the two Governments that a claim arises from the gross negligence or wilful misconduct of Department of Health or Local Government Unit personnel in Australia.

14. SETTLEMENT OF DIFFERENCES

Both parties undertake to settle amicably by consultation any differences arising under or in relation to this Memorandum.

15. SECURITY

The GOP will arrange for protective services necessary to ensure the safety:

(a) the person and property of Australian Project personnel and their dependants; and

(b) Australian Project supplies.

16. AMENDMENTS

If either of the contracting parties considers it desirable to modify the terms of the present MOU, it may request for consultation with the other contracting party. Any modifications so agreed shall come into force when they have been confirmed by an Exchange of Diplomatic Notes. Changes to the Annexures may be made by an Exchange of Letters by the coordinating authorities.

17. DURATION

This Memorandum will take effect from the date of its signature and the Project

will be deemed to have commenced from that date. The Australian contribution to the Project and all undertakings given herein will cease 5 years after the date of signature of this Memorandum or on such other date as may subsequently be arranged between the two Governments.

ANNEXURES to this Memorandum form an integral part of it.

SIGNED at Manila in duplicate, this 4th day of December 1995